<PAGE> 1
As filed with the Securities and Exchange Commission on February 3, 1995.
Registration No. __________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADAC LABORATORIES
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
94-1725806
(I.R.S. Employer Identification No.)
540 ALDER DRIVE
MILPITAS, CALIFORNIA 95035
(408) 321-9100
(Address, including zip code and telephone number, including area code,
of Registrant's principal executive office)
DAVID L. LOWE, CHIEF EXECUTIVE OFFICER
ADAC LABORATORIES
540 ALDER DRIVE
Milpitas, California 95035
(408) 321-9100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
RALPH L. BLOCK OR KRISTON D. QUALLS
GRAVEN PERRY BLOCK BRODY & QUALLS
523 West Sixth Street, Suite 1130
Los Angeles, California 90014
(213) 680-9770
===============================================================================
Approximate date of commencement of proposed sale to the public:
----------------------------------------------------------------
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
which constitutes part of this Registration Statemement also relates to an
aggregate of 136,645 shares of the Registrant's common stock registered on Form
S-3, Registration No. 33-75074, of which 106,845 remain unsold under such
Registration Statement and are included in this Prospectus.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock 136,641 $7.25(1) $990,647.25 $341.60
=======================================================================================================
1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended.
The closing price of the Registrant's Common Stock on February 1,
1995, as reported in the "Wall Street Journal", was $7.25 per share.
=======================================================================================================
</TABLE>
<PAGE> 3
ADAC LABORATORIES
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION PROSPECTUS HEADING
- ----------------------- ------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Cover Page
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Front
Pages of Prospectus
3. Summary Information, Risk Factors and The Company; Risk Factors
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Plan of Distribution
6. Dilution Not Applicable
7. Selling Security-Holders Selling Shareholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Incorporation of Certain Information by Reference
10. Interests of Named Experts and Counsel Legal Opinions; Experts
11. Material Changes Risk Factors
12. Incorporation of Certain Information by Incorporation of Certain Information by
Reference Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act Liabilities
</TABLE>
<PAGE> 4
243,486 SHARES
ADAC LABORATORIES
COMMON STOCK
_______________
All 243,486 shares of Common Stock of ADAC Laboratories (the
"Company") offered hereby are being offered by certain shareholders of the
Company (the "Selling Shareholders"). The Company will not receive any of the
proceeds from the sale of the shares offered hereby. For information
respecting the Selling Shareholders and the plan of distribution of the shares,
see "Selling Shareholders" and "Plan of Distribution" herein. The Company's
Common Stock is traded in the over-the-counter market and is quoted in the
National Market System of the National Association of Securities Dealers
Automated Quotation System under the symbol "ADAC". On February ___, 1995, the
last reported closing price for the Common Stock was $________. See "Price
Range of Common Stock".
THIS OFFERING WILL EXPIRE AT 5:00 P.M., (PST) ON NOVEMBER 17, 1995.
THIS OFFERING INVOLVES CERTAIN RISKS. SEE "RISK FACTORS."
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
______________
This offering price will be the market price prevailing at the time of
sale or a negotiated price. See "Plan of Distribution". All discounts,
commissions or concessions allowed to underwriters, dealers, brokers or agents
in connection with the shares offered hereby will be paid by the Selling
Shareholders. The Company is obligated to pay certain expenses in connection
with the offering of the shares, estimated at approximately $5,000. For
further information concerning the method by which the offering price for the
shares will be determined and the possible sales expenses to be incurred by the
Selling Shareholders, see "Plan of Distribution" herein.
The date of this Prospectus is February ___, 1995.
______________
<PAGE> 5
No person is authorized in connection with the offering made hereby to
give any information or to make any representation other than as contained in
this Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or by any
underwriter. This Prospectus does not constitute an offer to sell, or
solicitation of an offer to buy, by any person in any jurisdiction in which it
is unlawful for such person to make such an offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained herein is
correct as of any time subsequent to the date hereof.
______________
2
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . 5
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PRICE RANGE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . 9
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 11
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
______________
3
<PAGE> 7
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information concerning the Company can be inspected and copied at the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; as well as the Regional Offices of the Commission at
230 South Dearborn Street, Room 3190, Chicago, Illinois 60604; and Room 1100,
Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York 10007.
Copies of any such material can be obtained from the Public Reference Section
of the Commission, Washington, D.C. 20549, at prescribed rates.
4
<PAGE> 8
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission by the Company are incorporated in the Prospectus by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended October 2, 1994.
(b) The Company's Notice of Annual Meeting of Shareholders and
Proxy Statement dated January 26, 1994.
Furthermore, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statements. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents described above, other than exhibits to such documents
which are not specifically incorporated by reference therein. Requests should
be directed to Investor Relations at the principal executive offices of the
Company, 540 Alder Drive, Milpitas, California 95035, telephone (408)
321-9100.
5
<PAGE> 9
THE COMPANY
ADAC Laboratories ("ADAC" or "the Company") designs, develops,
manufactures, sells and services medical imaging and information systems used
in hospitals and clinics world-wide in nuclear medicine, radiology, cardiology
and oncology.
The Company markets the following diagnostic imaging and information
systems:
Nuclear Medicine Systems
Digital Angiography Systems
Radiology Information Systems
Radiation Treatment Planning Systems
ADAC was incorporated in California on October 14, 1970. Its
principal offices are located at 540 Alder Drive, Milpitas, California 95035,
and its telephone number at that location is (408) 321-9100.
RISK FACTORS
The following factors should be carefully considered in evaluating the
Company and its business before purchasing any Shares of Common Stock offered
by this Prospectus:
1. COMPETITION.
The Company believes that the key to success in its markets is
to develop cost-effective and technologically superior products and systems in
hardware, clinical software, and other applications. ADAC's ability to compete
successfully depends on its ability to commercialize new hardware technology
and software developments ahead of its competitors, priced to enable the user
to increase revenue or to reduce costs. The Company seeks to continuously
update its user software to improve the efficiency and competitiveness of its
systems. Other key points on which the Company competes include service and
support capabilities, high product reliability and its worldwide distribution
network.
In the Nuclear Medicine market, the Company competes with
several other suppliers in providing integrated camera/computer products and
systems. The Company's share of this market in 1994 was believed to be 31%,
giving the Company a substantial lead over its nearest competitors. The
Company believes that its ability to produce a multi-head gamma camera in 1991
as replacements for single-head circular field-of-view cameras resulted in a
significant redistribution of business among existing and new competitors,
6
<PAGE> 10
driving the Company's market share growth. The Company believes that this
sensitivity to new products will remain and the Company will need to continue
to enhance and improve its products to remain competitive.
In addition to the rapid development of innovative and
cost-effective new products, the Company believes that other competitive
factors include patient throughput, system functionality, image quality,
computer processing speed, price and product reliability and support. The
Company believes that rapid development and introduction of new products will
remain a critical competitive factor. No assurances are given that the Company
will be able to continue introducing new, competitive products.
With the acquisition of SD&G Healthcare Systems, the Company
has become the acknowledged leader in the radiology information systems market.
The Company believes that key competitive factors include the functionality of
the application software, hardware and software support services, integration
expertise with hospital information systems, digital dictation systems, picture
archiving systems and price.
2. GOVERNMENT REGULATION.
The Company's Nuclear Medicine, Radiation Therapy Planning and
Radiology Businesses are regulated by the Food and Drug Administration ("FDA")
under the Federal Food, Drug and Cosmetic Act ("Amendments") of 1976 and the
Safe Medical Device Act of 1990. Regulations include meeting certain
requirements related to marketing, manufacturing, labeling, packaging, and
distribution of most of the Company's products. The FDA has the authority to
issue new performance standards on any medical device. Unscheduled FDA
inspections of the Company's facilities may occur from time to time to
determine compliance with these and other FDA regulations. Certain
requirements must be met prior to the initial marketing of medical devices.
As a result, the Company is required to make certain
submissions to the FDA and comply with Good Manufacturing Practices ("GMP"),
which includes the creation and maintenance of certain records. The FDA
requires all manufacturers of medical devices to prove that their products are
equivalent to predicate devices and are safe and effective. This process is
known as PMA (Pre-market Approval), and most commonly takes the form of a 510K
submission. 510K approval is required for all medical devices before orders
can be obtained and distributed. Currently these approvals for distribution
are extending beyond the prescribed 90 day limit due to resource issues within
the FDA.
Certain additional requirements of other federal laws and of
state, local and foreign governments exist, which may apply to the manufacture
and marketing of the Company's products and to
7
<PAGE> 11
products such as radiopharmaceuticals, which are used in conjunction with the
Company's products.
3. LITIGATION.
During August 1993, a lawsuit was filed by a competitor,
Elscint Limited, alleging infringement of six patents relating to Nuclear
Medicine imaging and Digital Fluoroscopy technology. The plaintiff sought
among other relief, an unspecified amount of compensatory damages and an
injunction against alleged further infringement. The Company filed
counterclaims in the same action. Without either party admitting any liability,
the case was ultimately settled during September, 1994, by the parties
dismissing the pending lawsuits, agreeing to not sue each other with respect to
nuclear medicine intellectual property matters for ten years, and the Company
agreeing to pay Elscint $2,000,000. These types of cases could become more
prevalent with the industry as competition increases.
USE OF PROCEEDS
All of the shares offered hereby are being sold for the account of
selling shareholders. Therefore, the Company will not receive any of the
proceeds from this offering.
8
<PAGE> 12
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the NASDAQ National Market
System under the symbol ADAC. There were approximately 3,077 holders of record
of the Company's Common Stock at November 30, 1994. The table below provides
the quarterly closing prices in the NASDAQ National Market System for the
periods indicated, as reported in the Wall Street Journal. The following
quarters correspond to the Company's fiscal quarters.
<TABLE>
<CAPTION>
Fiscal 1994 Fiscal 1993 Fiscal 1992
-------------- --------------- --------------
High Low High Low High Low
---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
1st Qtr. $14 3/8 $11 3/4 $15 9/16 $10 5/16 $ 5 5/8 $3 9/16
2nd Qtr. 14 1/8 8 16 5/8 12 3/16 13 5/16 5 1/16
3rd Qtr. 10 7 3/4 13 3/4 9 3/4 12 3/16 7 7/8
4th Qtr. 9 1/8 6 1/8 15 1/8 11 3/8 12 3/16 8 13/16
</TABLE>
9
<PAGE> 13
SELLING SHAREHOLDERS
The following table sets forth with respect to each selling
shareholder (i) the number of outstanding shares of Common Stock owned
beneficially at January 1, 1995 and (ii) the number of outstanding shares to be
owned after the offering (assuming all shares are sold in this offering).
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Selling Owned Prior to Number of Shares to be Owned
Shareholder Offering Offered Hereby After Offering
- --------------- ---------------- ---------------- ----------------
<S> <C> <C> <C>
Smith Dennis & Gaylord, Inc. 39,393 39,393 0
Dennis Family Trust UAD 78,939 78,939 0
6/7/83
Donald L. Gaylord, Trustee of 66,737 66,737 0
the Gaylord Separate Property
Trust, dated 11/4/93
American Protection Services 18,202 18,202 0
David L. Dunbar 17,270 17,270 0
William J. Haag 2,426 2,426 0
James H. Rowney 1,626 1,626 0
Edward A. Hughes 138 138 0
Barbara Jones 138 138 0
Barbara G. Nelson 415 415 0
Leiby Family 1992 Trust 18,202 18,202 0
------- -------
Total 243,486 243,486
</TABLE>
The shares offered hereby are being registered at the request of the
selling shareholders pursuant to registration rights granted pursuant to an
Agreement and Plan of Reorganization between the Company, ADAC Acquisition,
Inc. and SD&G Healthcare Systems, Inc., dated November 16, 1993.
10
<PAGE> 14
PLAN OF DISTRIBUTION
The selling shareholders may sell the Shares being offered hereby: (i)
through underwriters, (ii) through dealers or in ordinary broker transactions,
(iii) "at the market" to or through a marketmaker or into an existing market
for the Shares, (iv) in other ways not involving marketmakers or established
trading markets, including direct sales to purchasers or sales effected through
an agent or (v) combinations of any such methods of sale. The shares will be
sold at market prices prevailing at the time of sale or negotiated prices. The
Company has advised the Selling Shareholders of the need for delivery of copies
of this Prospectus, and will make sufficient copies of the Prospectus available
for such purpose. Unless otherwise agreed to by the Company, this offering
will terminate November 17, 1995, and the registration statement will be
withdrawn by the Company promptly thereafter.
If a dealer is utilized in the sale of the Shares in respect of which
the Prospectus is delivered, the Selling Shareholders will sell such Shares to
the dealer, as principal. The dealer may then resell such Shares to the public
at varying prices to be determined by such dealer at the time of resale.
Sale of Shares "at the market," and not at a fixed price, which are
made into an existing market for the Shares will be made by the Selling
Shareholders to or through one or more marketmakers, acting as principal or as
agent. Other sales may be made, directly or through agents, to purchasers
outside existing trading markets.
If an underwriter or underwriters are utilized in a syndicated public
offering, the participating Selling Shareholders will execute a firm commitment
underwriting agreement with such underwriters and the terms of the transaction
will be set forth in a Prospectus Supplement which will be used by the
underwriters to make resales of the Shares in respect of which this Prospectus
is delivered to the public.
The Company has informed all Selling Shareholders of the need to
comply with Rule 10b-6 under the Securities Exchange Act of 1934 and related
anti-manipulative rules with respect to market sales of the shares offered
hereby. Under Rule 10b-6, persons selling securities in a distribution (as
defined in Rule 10b-6), together with their affiliates, are precluded from
concurrently purchasing the same or similar securities.
The Selling Shareholders have advised the Company that, prior to the
date of this Prospectus, they have made no arrangements with any brokerage firm
or otherwise regarding sale the of their shares.
The shares offered hereby are eligible for sale only in certain
states, and in some of those states may be offered or sold
11
<PAGE> 15
only to "institutional investors" as defined under applicable state securities
laws.
This Prospectus will be supplemented to summarize the terms of any
sales through underwriters or dealers, together with any discounts, commissions
or concessions allowed to such underwriters or dealers in connection therewith.
No sales or distributions other than as described herein may be effected until
after this Prospectus shall have been appropriately amended or supplemented.
LEGAL OPINIONS
Certain legal matters in respect of the Common Stock offered hereby
will be passed upon for the Company by Graven Perry Block Brody & Qualls, 523
West Sixth Street, Suite 1130, Los Angeles, California 90014.
EXPERTS
The consolidated statements and related financial statement schedules
of ADAC Laboratories and Subsidiaries, included in the Report on Form 10-K of
the Company for the fiscal year ended October 2, 1994 referred to above, have
been audited by Coopers & Lybrand, L.L.P., independent accountants, as set
forth in their report dated October 25, 1994, except for Note 10 as to which
the date is December 7, 1994, accompanying such financial statements, and are
incorporated herein by reference in reliance upon the report of such firm,
given upon their authority as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement under the Act with respect to
the Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
such Common Stock, reference is hereby made to such Registration Statement,
exhibits and schedules.
12
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows all expenses of the issuance and
distribution of the securities offered hereby, other than underwriting
discounts and commissions:
Registration fee . . . . . . . . . . . . . . . . 341.60
Trustee and transfer agent fees. . . . . . . . . 2,000.00
Legal fees . . . . . . . . . . . . . . . . . . . 2,000.00
Accounting fees. . . . . . . . . . . . . . . . . 2,000.00
Blue sky filing fees and expenses. . . . . . . . -0-
Miscellaneous expenses . . . . . . . . . . . . . -0-
TOTAL. . . . . . . . . . . . . . . . . . . . . $6,341.60
All amounts listed above, except for the registration fees, are
estimates.
15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law permits
indemnification of directors, officers and controlling persons of a corporation
under certain conditions and subject to certain limitations. Article VII of
the Registrant's Articles of Incorporation authorizes the Registrant to
indemnify its officers and directors in accordance with the General Corporation
Law. Indemnification also may be granted pursuant to existing bylaws or bylaw
provisions that may be adopted in the future, pursuant to the terms of
agreements that may be entered in the future or pursuant to a vote of
shareholders or directors.
16. EXHIBITS
(a) Exhibits:
EXHIBIT DESCRIPTION
- ------- -----------
5.1 Opinion of Graven Perry Block Brody & Qualls
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Graven Perry Block Brody & Qualls
(included in EXHIBIT 5.1 hereto)
17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
13
<PAGE> 17
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
14
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milpitas, State of California, on the 31st day
of January, 1995.
ADAC LABORATORIES
By /s/ David L. Lowe
-----------------------------
David L. Lowe
Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of ADAC Laboratories, whose signatures
appear below, hereby constitute and appoint David L. Lowe and Dennis R.
Mahoney, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute
on behalf of the undersigned any amendment or amendments to this Registration
Statement on Form S-3, and each of the undersigned does hereby ratify and
confirm all that said attorney and agent, or his or their substitutes, shall do
or cause to be done by virtue hereof.
________________________________________________________
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- ----------------------------------------------- ----------------
<S> <C>
/s/ Stanley D. Czerwinski Chairman of the Board and Director January 20, 1995
- ----------------------------
Stanley D. Czerwinski
/s/ David L. Lowe Chief Executive Officer and Director (Principal January 31, 1995
- ---------------------------- Executive Officer)
David L. Lowe
/s/ Dennis R. Mahoney Chief Financial Officer and Secretary-Treasurer January 31, 1995
- ---------------------------- (Principal Financial and Accounting Officer)
Dennis R. Mahoney
/s/ William J. Chappell Corporate Controller (Principal Accounting January 31, 1995
- ---------------------------- Officer)
William J. Chappell
/s/ Robert L. Miller Director January 20, 1995
- ----------------------------
Robert L. Miller
/s/ Thomas A. McPherson Director January 31, 1995
- ----------------------------
Thomas A. McPherson
/s/ F. David Rollo Director January 31, 1995
- ----------------------------
F. David Rollo
/s/ Edmund H. Shea, Jr. Director January 31, 1995
- ----------------------------
Edmund H. Shea, Jr.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Graven Perry Block Brody & Qualls Letterhead]
February 2, 1995
ADAC Laboratories
540 Alder Drive
Milpitas, California 95035
Gentlemen:
We have acted as your counsel in connection with the offering
and proposed sale of up to 136,641 of the Company's Common Stock (the "Common
Stock") to be offered by third parties pursuant to a Registration Statement on
Form S-3 to be filed under the Securities Act of 1933, (the "Registration
Statement"). In this connection we have examined: (a) the Company's
Registration Statement; (b) the Company's Certificate of Incorporation and
Bylaws, as amended to date; (c) minutes of action by the Company's Board of
Directors; and (d) such other proceedings, documents and records as we have
deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that, when
sold as contemplated by the Registration Statement, the shares of Common Stock
covered by the Registration Statement will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Opinions" in the Prospectus included therein.
GRAVEN PERRY BLOCK BRODY & QUALLS
By /s/ Kriston D. Qualls
--------------------------------
Kriston D. Qualls
KDQ:llr
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
ADAC Laboratories on Form S-3 in respect of the Common Stock issued in
connection with the acquisition of SD&G Healthcare Systems, Inc., of our report
dated October 25, 1994, except for Note 10 as to which the date is December 7,
1994, on our audits of the consolidated financial statements and financial
statement schedules of ADAC Laboratories as of October 2, 1994, and October 3,
1993 and for each of the three fiscal years in the period ended October 2, 1994
which report is included in Form 10-K for the fiscal year ended October 2,
1994. We also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.
San Jose, California
February 2, 1995
