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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ADAC LABORATORIES
(NAME OF SUBJECT COMPANY (ISSUER))
PHILIPS MEDICAL ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
PHILIPS HOLDING USA INC.
A WHOLLY OWNED SUBSIDIARY OF
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(NAMES OF FILING PERSONS)
COMMON STOCK,
NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
005313200
(CUSIP NUMBER OF CLASS OF SECURITIES)
WILLIAM E. CURRAN
PRESIDENT
PHILIPS HOLDING USA INC.
1251 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(212) 536-0500
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
with a copy to:
MATTHEW G. HURD
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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CALCULATION OF FILING FEE
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<S> <C>
Transaction valuation(1) Amount of filing fee
$489,852,842 $97,971
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(1) Based on the offer to purchase all of the outstanding shares of common stock
of ADAC Laboratories, together with the associated rights to purchase Series A
Junior Participating Preferred Stock, at a purchase price of $18.50 per share,
21,136,116 shares outstanding and outstanding options with respect to 5,342,416
shares, in each case as of November 12, 2000.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
[ ] Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Tender Offer Statement on Schedule TO relates to the commencement by
Philips Medical Acquisition Corporation, a Delaware corporation ("Merger Sub")
and a wholly owned subsidiary of Philips Holding USA Inc., a Delaware
corporation ("Parent"), a wholly owned subsidiary of Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands
("Royal Philips"), of its offer to purchase all of the outstanding shares of
common stock, no par value ("Common Stock"), of ADAC Laboratories, a California
corporation (the "Company"), together with the associated rights to purchase
Series A Junior Participating Preferred Stock ("Rights") issued pursuant to the
Rights Agreement, dated as of April 22, 1996, as amended, between the Company
and Chemical Mellon Shareholder Services, L.L.C. (the Common Stock and the
Rights together being referred to herein as the "Shares"), at a price of $18.50
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 14, 2000 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and
in the related Letter of Transmittal, a copy of which is attached hereto as
Exhibit (a)(2) (which, as they may be amended and supplemented from time to
time, together constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby incorporated by reference in response to all the
items of this Schedule TO, except as otherwise set forth below.
ITEM 10. FINANCIAL STATEMENTS.
(a) Financial information. Not applicable.
(b) Pro forma information. Not applicable.
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ITEM 11. ADDITIONAL INFORMATION.
(b) Other material information. The information set forth in the Letter of
Transmittal attached hereto as Exhibit (a)(2) is incorporated herein by
reference.
ITEM 12. EXHIBITS.
The following are attached as exhibits to this Schedule TO:
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99(a)(1) Offer to Purchase
99(a)(2) Letter of Transmittal
99(a)(3) Notice of Guaranteed Delivery
99(a)(4) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
99(a)(5) Form of Letter to brokers, dealers, commercial banks, trust
companies and other nominees
99(a)(6) Form of Letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their clients
99(a)(7) Summary newspaper advertisement, dated November 14, 2000, as
published in The Wall Street Journal
99(b) None
99(d)(1)(A) Agreement and Plan of Merger, dated as of November 12, 2000,
by and among Parent, Merger Sub and the Company
99(d)(1)(B) Stock Option Agreement, dated as of November 12, 2000
between Merger Sub and the Company
99(d)(2) Employment Agreement, dated February 2000, between Dave
Cruffell and Philips Electronics North America Corporation
99(g) None
99(h) None
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
PHILIPS MEDICAL ACQUISITION CORPORATION
By: /s/ WILLIAM E. CURRAN
--------------------------------------------
Name: William E. Curran
Title: President and Director
PHILIPS HOLDING USA INC.
By: /s/ WILLIAM E. CURRAN
--------------------------------------------
Name: William E. Curran
Title: Chairman, President and Director
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ COR BOONSTRA
--------------------------------------------
Name: Cor Boonstra
Title: President, Chairman of the Board of
Management and the Group Management
Committee
By: /s/ JAN H.M. HOMMEN
--------------------------------------------
Name: Jan H.M. Hommen
Title: Executive Vice-President, Chief
Financial Officer, Member of the
Board of Management and the Group
Management Committee
Date: November 14, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99(a)(1) Offer to Purchase
99(a)(2) Letter of Transmittal
99(a)(3) Notice of Guaranteed Delivery
99(a)(4) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
99(a)(5) Form of Letter to brokers, dealers, commercial banks, trust
companies and other nominees
99(a)(6) Form of Letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their clients
99(a)(7) Summary newspaper advertisement, dated November 14, 2000, as
published in The Wall Street Journal
99(b) None
99(d)(1)(A) Agreement and Plan of Merger, dated as of November 12, 2000,
by and among Parent, Merger Sub and the Company
99(d)(1)(B) Stock Option Agreement, dated as of November 12, 2000
between Merger Sub and the Company
99(d)(2) Employment Agreement, dated February 2000, between Dave
Cruffell and Philips Electronics North America Corporation
99(g) None
99(h) None
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