<PAGE> 1
The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
As filed with the Securities and Exchange Commission on April ___, 1996.
Registration No. __________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
ADAC LABORATORIES
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 94-1725806
----------------------- -------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
540 ALDER DRIVE
MILPITAS, CALIFORNIA 95035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
DIRECTORS' STOCK OPTION PLAN (1987)
(FULL TITLE OF THE PLAN)
DAVID L. LOWE, CHAIRMAN OF THE BOARD
ADAC LABORATORIES
540 ALDER DRIVE
MILPITAS, CALIFORNIA 95035
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 321-9100
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
COPY TO:
KRISTON D. QUALLS, ESQ.
GRAVEN PERRY BLOCK BRODY & QUALLS
523 WEST SIXTH STREET, SUITE 1130
LOS ANGELES, CALIFORNIA 90014
(213) 680-9770
<TABLE>
<CAPTION>
===============================================================================================================================
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share Price
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 106,664 sh $ N/A (2) $ N/A (2) $ -0- (2)
65,000 sh $16.625(3) $1,080,625(3) $372.63(3)
------- --------- ------
171,664 sh $1,080,625 $372.63
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus, in accordance with Rule 416(a), such indeterminate number of
shares as may become subject to options under the Directors' Stock
Option Plan (1987) (the "Plan") as a result of the adjustment
provisions therein.
(2) Such shares have been previously registered and a registration fee has
been paid.
(3) The registration fee for 65,000 shares of Common Stock issuable upon
exercise of options which may be granted in the future is estimated
solely for the purpose of determining the amount of the registration
fee, based upon the last sale price of Registrant's Common Stock of
$16-5/8 on the NASDAQ National Market System on April 16, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers, if applicable, an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
==============================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*.
Item 2. Registrant Information and Employee Plan Annual Information*.
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration
Statement:
(1) Registrant's Report on Form 10-K for its fiscal year ended
October 1, 1995;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Company provide for the indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of California.
Section 317 of the General Corporation Law of the State of California
authorizes indemnification when a person is made a party to any proceeding by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or was so serving at the request of the corporation in
such capacity for another corporation, and if such person acted in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interest of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe the conduct was unlawful.
If it is determined that the conduct of such person meets these standards, such
person may be indemnified for expenses incurred and amounts paid in such
3
<PAGE> 4
proceedings if actually and reasonably incurred in connection therewith.
If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably believed to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation
for negligence or misconduct in the performance of his or her duty; however, a
court may, even in such case, allow indemnification of such expenses as the
court deems proper. Where such person is successful in any such proceeding, he
or she is entitled to be indemnified against expenses actually and reasonable
incurred by him or her. In all other cases, indemnification is made by the
corporation upon determination by it that indemnification of such person is
proper because such person has met the applicable standard of conduct.
The California General Corporation Law permits a California
corporation to include in its Articles of Incorporation a provision eliminating
or limiting the liability of directors for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under the
statute are that the provisions may not eliminate or limit a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or
its shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the corporation or its shareholders, or (vi) for the payment
of unlawful dividends, stock purchases or redemptions. The Company's Articles
of Incorporation contain a provision eliminating the liability of the Company's
directors for breaches of their fiduciary duty, subject to the limitations
imposed by statute as described above. The provisions do not limit or
otherwise affect the personal liability or a director for violation of Federal
Securities Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
<PAGE> 5
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of this Registration
Statement:
4.1 ADAC Laboratories Directors' Stock Option Plan (1987).
4.2 Amendments to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.3 Amendment to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.4 Amendment No. 3 to ADAC Laboratories Directors' Stock Option
Plan (1987).
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
Opinion of Graven Perry Block Brody & Qualls filed as Exhibit
5.1 herein).
ITEM 9. UNDERTAKINGS.
(A) The undersigned Registrant hereby undertakes:
(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 this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
Provided however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
5
<PAGE> 6
(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 remains
unsold at the termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) (1) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the Prospectus to each employee to whom
the Prospectus is sent or given a copy of Registrant's annual report to
shareholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case Registrant shall state in the
Prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee. If the last fiscal year of Registrant has
ended within 120 days prior to the use of the Prospectus, the annual report of
Registrant for the preceding fiscal year may be so delivered, but within such
120-day period the annual report for the last fiscal year will be furnished to
each such employee.
(2) The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in the Plan
who do not otherwise receive such material as shareholders of Registrant, at
the time and in the manner such material is sent to its shareholders, copies of
all reports, proxy statements and other communications distributed to its
shareholders generally.
(D) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities & 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 Registrant
of expenses incurred or paid by a director, officer or
6
<PAGE> 7
controlling person of 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, 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 is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
7
<PAGE> 8
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant, ADAC Laboratories, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on the 16th day of April, 1996.
ADAC LABORATORIES
By/s/ David L. Lowe
--------------------------
David L. Lowe,
Chairman of the Board
8
<PAGE> 9
POWER OF ATTORNEY
The officers and directors of ADAC Laboratories, whose signatures
appear below, hereby constitute and appoint David L. Lowe and P. Andre Simone,
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-8, 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> <C>
/s/ David L. Lowe Chairman of the Board, Director and Chief April 16, 1996
- ----------------------------- Executive Officer (Principal Executive Officer)
David L. Lowe
/s/ P. Andre Simone Vice President, Finance, Treasurer and April 16, 1996
- -------------------------- Secretary (Principal Financial and Accounting
P. Andre Simone Officer)
/s/ Stanley D. Czerwinski Director April 16, 1996
- -------------------------
Stanley D. Czerwinski
/s/ Graham O. King Director April 16, 1996
- --------------------------
Graham O. King
/s/ Robert L. Miller Director April 16, 1996
- -----------------------------
Robert L. Miller
/s/ F. David Rollo Director April 16, 1996
- -----------------------------
F. David Rollo
/s/ Edmund H. Shea, Jr. Director April 16, 1996
- -------------------------
Edmund H. Shea, Jr.
</TABLE>
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<S> <C> <C>
4.1 ADAC Laboratories Directors' Stock Option Plan (1987).
4.2 Amendments to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.3 Amendment to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.4 Amendment No. 3 to ADAC Laboratories Directors' Stock Option
Plan (1987).
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
Opinion of Graven Perry Block Brody & Qualls filed as Exhibit
5.1 herein).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
DIRECTORS' STOCK OPTION PLAN (1987)
OF
ADAC LABORATORIES
1. PURPOSE.
The purpose of this Directors' Stock Option Plan (1987) (the
"Plan") is to assist the Company in attracting, motivating and retaining
qualified non-employee directors by providing a means whereby such persons will
be given an opportunity to acquire a proprietary interest in the Company's
future growth by purchasing shares of Company Common Stock.
2. DEFINITIONS.
When used in this Plan, unless the context otherwise requires:
(a) "Board of Directors" shall mean the Board of
Directors of the Company as constituted at any time.
(b) "Committee" shall mean the Committee as
hereinafter described in Section 3 hereof.
(c) "Company" shall mean ADAC Laboratories, a
California corporation.
(d) "Directors' Options" shall mean options to
purchase 20,000 shares (subject to adjustment pursuant to Section 12 hereof) of
Company Common Stock which may be granted each fiscal year by the Company to
each person serving as a director of the Company who is not also an employee of
the Company or any of its Subsidiary corporations.
(e) "Fair Market Value" shall mean the closing
price of the Company's Common Stock, as traded on the NASDAQ National Market
System (or, if such shares are then listed on any national securities exchange,
the closing price on such exchange) on the date as of which such value is being
determined. If the Common Stock is not traded on the NASDAQ National Market
System or any national securities exchange, Fair Market Value shall be
determined by the Board on the basis of the best available market value
information.
(f) "Options" shall mean the Directors' Options
issued pursuant to the Plan.
(g) "Plan" shall mean the Directors' Stock Option
Plan (1987) of the Company authorized and adopted by the Board of Directors at
its meeting held on July 28, 1987 and as amended from time to time.
<PAGE> 2
Directors' Stock Option Plan (1987)
of ADAC Laboratories
(h) "Share" shall mean a share of Common Stock of
the Company.
(i) "Subsidiary" shall mean any corporation in
which the Company owns, directly or indirectly, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock.
3. ADMINISTRATION.
The Plan shall be administered by the Board of Directors or by
a Committee which shall consist of such members of the Board of Directors of
the Company or such other persons as may be appointed by the Board of
Directors. The Board and, if any, the Committee, shall have full power and
authority to construe, interpret and administer the Plan and to make
determinations which shall be final, conclusive and binding upon all persons,
including but not limited to the Company, the shareholders and any person
having an interest in any Options. If a member of the Committee, for any
reason, shall cease to serve, the vacancy may be filled by the Board of
Directors. Any member of the Committee may be removed at any time, with or
without cause, by the Board of Directors.
4. ELIGIBILITY.
Options may be granted only to non-employee directors of the
Company; employees of the Company or any of its Subsidiary corporations are not
eligible to receive Options under the Plan.
5. SHARES SUBJECT TO THE PLAN.
Subject to the provisions of Section 12 (relating to
adjustments upon changes in shares), the Shares which may be sold pursuant to
Directors' Options granted under the Plan shall not exceed in the aggregate
300,000 shares of the Company's authorized Common Stock, without par value. If
any Option under the Plan shall for any reason terminate or expire without
having been exercised in full, the Shares not purchased under such Option shall
again be available under the Plan.
6. ANNUAL OPTION GRANTS.
The number of Shares to be optioned to each non-employee
director shall be fixed at 20,000 Option Shares during each fiscal year of the
Company. The initial annual grant shall be made on the date of approval of the
Plan by the shareholders of the Company. Except for the limitations upon the
duration, vesting, exercise price and method of exercise of Directors' Options
as hereinafter set forth, the form of Option, including the terms and
provisions thereof, shall be as determined from time to time by the Board of
Directors or the Committee and each Option issued may contain terms
2
<PAGE> 3
Directors' Stock Option Plan (1987)
of ADAC Laboratories
and provisions different from other Options granted to the same or other Option
recipients. An Option Agreement, signed by an officer of the Company, shall be
issued to each person to whom an Option is granted.
7. PRICE.
The purchase price per Share for the Shares to be purchased
pursuant to the exercise of any Option shall be fixed by the Board of Directors
or the Committee at the time of grant of the Option, but shall always equal
100% of the Fair Market Value of the Shares on the date such Option is granted.
8. DURATION OF OPTIONS.
All Directors' Options issued under the Plan shall have a
duration of five (5) years from the date of grant, regardless of any
termination of the Plan prior to the exercise of such Options.
9. NON-TRANSFERABILITY OF OPTIONS.
Options shall not be transferable by the holder thereof
otherwise than by will or the laws of descent and distribution to the extent
provided herein, and Options may be exercised or surrendered during the
holder's lifetime only by the holder thereof.
10. EXERCISE OF OPTIONS.
(a) Except in the event of death, in which case
they may be exercised in full immediately, and except as provided in Section 12
below, Directors' Options may be exercised only in installments as follows:
50% of the Shares subject to the Option may be exercised after 12 months from
the date of grant; and all of the Shares subject to the Option may be exercised
after 24 months from the date of grant; provided, however, that Options may be
exercised only during the periods beginning on the third business day following
the date on which the Company issues a news release containing the operating
results of a fiscal quarter or fiscal year and ending on the twelfth business
day following such date.
(b) An Option shall be exercised by the delivery
of a duly signed notice in writing to such effect, together with the full
purchase price. Payment of the purchase price shall be made in cash or
outstanding Common Stock of the Company already owned by the optionee (valued
at Fair Market Value). Option Agreements under the Plan may contain a
provision to the effect that all Federal and state taxes required to be
withheld or collected from an Optionee upon exercise of an Option may be
satisfied by the withholding of a sufficient number of exercised Option shares
3
<PAGE> 4
Directors' Stock Option Plan (1987)
of ADAC Laboratories
which, valued at Fair Market Value on the date of exercise, would be equal to
the total withholding obligation of Optionee.
(c) The Company will, as soon as practicable
after the exercise of an Option, deliver to the person entitled thereto a
certificate or certificates for the Shares purchased pursuant to the exercise
of the Option.
11. TERMINATION.
If a holder of a Directors' Option shall resign or be removed
as a director, the Option of such holder shall terminate, except that, subject
to the limitation stated in the last sentence of this Section 11, (i) if his
director's status with the Company is terminated for any reason other than his
death, he may at any time within three months after such termination exercise
his Option but only to the extent that it was exercisable by him on the date of
termination and only if his status was not terminated because of a violation of
his normal duties; and (ii) if he dies while serving as a director of the
Company, or within three months after termination of such status, his Option
may be exercised by the person or persons to whom his rights under the Option
shall pass by will or by the laws of descent and distribution, without regard
to the vesting provisions included in the Option. In no event may an Option be
exercised to any extent by anyone after the expiration of its term.
12. CHANGES IN CAPITALIZATION: SPLITS, LIQUIDATIONS,
MERGERS AND REORGANIZATIONS.
(a) The aggregate number of shares of Common
Stock for which Options may be granted to eligible persons under the Plan, the
number of shares of Common Stock covered by each outstanding Option and the
price per share thereof in each such Option may be proportionately adjusted by
the Board of Directors or the Committee for any increase or decrease in the
number of issued shares of Common Stock of the Company resulting from a stock
split, a reverse stock split, a subdivision or consolidation of shares or other
similar capital adjustment, the payment of a stock dividend or any other
increase or decrease in such shares effected without receipt of consideration
by the Company. Any such determination by the Board of Directors of the
Company shall be conclusive.
(b) Upon the dissolution or liquidation of the
Company or upon any reorganization, merger, consolidation pursuant to which the
Company does not survive (except for a reincorporation of the Company in
another state), or sale of all or substantially all of the assets of the
Company or upon a change in the composition of the Board of Directors (not
approved by a majority of the directors in office at the time of such change)
which results in a change in "control" of the Company (for purposes of this
subsection
4
<PAGE> 5
Directors' Stock Option Plan (1987)
of ADAC Laboratories
"control" is defined in Rule 405 promulgated by the Securities Exchange
Commission under the Securities Act of 1933, as amended) the Plan and each
outstanding Option shall terminate; provided that in such event each
outstanding unexercised Option shall become fully vested under the Plan and
shall be immediately exercisable thirty (30) days prior to the effective date
of such dissolution, liquidation, reorganization, merger, consolidation, sale
of assets or change in control, and each Optionee may exercise, in whole or in
part, any unexpired Option or Options previously issued to him, without regard
to the installment or vesting provisions of his Option or Options. The grant
of an Option under the Plan shall not affect in any way the ability of the
Company to change or adjust its capital structure or to merge, consolidate,
dissolve, liquidate or to sell or transfer all or any part of its business or
assets.
13. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES
ACT.
The Company may postpone the issuance and delivery of Shares
upon any exercise of an Option until (a) the admission of such Shares to
listing on any stock exchange on which Shares of the Company of the same class
are then listed and (b) the completion of such registration or other
qualification of such Shares under any state or Federal law, rule or regulation
as the Company shall determine to be necessary or advisable. Any person
exercising an Option shall make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate
to permit the Company to issue the Shares in compliance with the provisions of
the Securities Act of 1933, as amended.
14. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Except as hereinafter provided, the Board of
Directors or the Committee may at any time withdraw or from time to time amend
the Plan and the terms and conditions of any Options not theretofore issued,
and the Board of Directors or the Committee, with the consent of the affected
holder of an Option, may at any time amend the terms and conditions of such
Options as have been theretofore granted. Notwithstanding the foregoing, any
amendment to the Plan by the Board of Directors or Committee which would (i)
increase the number of Shares issuable under Options, (ii) change the class of
persons to whom Options may be granted or (iii) change in any material respect
the limitations or provisions pertaining to Options, shall be subject to the
approval of the holders of a majority of the shares of the Company present at
any meeting of shareholders and entitled to vote thereat either prior to or
within one year after such amendment.
(b) The determination of the Board of Directors
or the Committee as to any questions which may arise with respect to
5
<PAGE> 6
Directors' Stock Option Plan (1987)
of ADAC Laboratories
the interpretation of the provisions of the Plan and Options granted hereunder
shall be final and conclusive.
(c) The Board of Directors or the Committee may
authorize and establish such rules, regulations and revisions thereof, not
inconsistent with the provisions of the Plan, as it may deem advisable to make
the Plan and Options effective or provide for their administration, and may
take such other action with regard to the Plan and Options as it shall deem
desirable to effectuate their purpose.
(d) The Plan shall remain in effect until such
time as it is terminated by the Board of Directors of the Company. No such
termination shall affect Options granted prior thereto.
15. EFFECTIVE DATE OF THE PLAN.
The Plan was adopted on July 28, 1987, and is subject to
approval of the holders of a majority of the shares of the Company present at
any meeting of shareholders and entitled to vote thereat. Options may not be
granted under the Plan prior to such shareholder approval.
Adopted by the Board of
Directors on July 28, 1987
6
<PAGE> 1
EXHIBIT 4.2
ADAC LABORATORIES
AMENDMENTS TO DIRECTORS' STOCK OPTION PLAN (1987)
The Directors' Stock Option Plan (1987) (the "Plan") of ADAC
Laboratories, a California Corporation (the "Company"), is hereby amended in
the following respects:
1. ANNUAL OPTION GRANTS.
Section 6 is deleted in its entirety and the following is
substituted in its place:
"6. ANNUAL OPTION GRANTS.
The number of Shares to be optioned to each
non-employee director shall be fixed at 20,000 Option Shares during
each fiscal year of the Company. Options to purchase 20,000 Option
Shares shall be granted to each eligible non-employee director on the
date of his becoming a director of the Company and annually thereafter
on March 15 of each year (or the next business day if a weekend or
holiday). The initial annual grant shall be made on the date of
approval of the Plan by the shareholders of the Company. Each option
shall be for a term of five (5) years from the date of grant and shall
vest and become exercisable fifty percent (50%) upon the first
anniversary of the date of grant and become fully exercisable upon the
second anniversary of the date of grant. An option agreement, signed
by an officer of the Company, shall be issued to each person to whom
an option is granted."
2. NON-TRANSFERABILITY OF OPTIONS.
Section 9 is deleted in its entirety and the following is
substituted in its place:
"9. NON-TRANSFERABILITY OF OPTIONS.
(a) Options shall not be transferrable by the
holder thereof otherwise than (i) by will, (ii) pursuant to the laws
of descent and distribution or (iii) if then permitted by Rule 16b-3,
promulgated under the Securities Exchange Act of 1934, as amended,
pursuant to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or by Title I of the
Employee Retirement Income Security Act (ERISA), or the rules
thereunder; provided, however, that an Option holder may designate a
beneficiary who, upon Option holder's death, may exercise the Option
to the extent permitted in Section 10 of the Plan.
<PAGE> 2
ADAC Laboratories
Amendments to Directors' Stock Option Plan (1987)
(b) Subject to early acceleration as provided
herein, at least six months must elapse from the date of the grant of
the Directors' Options to the date of disposition of the Directors'
Option (other than upon exercise or conversion) or the shares subject
to such Directors' Option."
3. AMENDMENT AND TERMINATION OF THE PLAN.
A new subsection 14(e) is added as follows:
"(e) Notwithstanding anything in the Plan to the
contrary, the terms and conditions of this Plan shall not be amended
more than once every six months other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Securities
Act, or the rules thereunder."
4. EFFECTIVE DATE.*
In all other respects, and except as expressly provided
herein, the Plan is hereby confirmed. These amendments to the Plan, as set
forth herein, have been approved by the Board of Directors on February 20,
1992, and are effective on and as of such date. Shareholder approval of these
amendments is not required in reliance on Securities Exchange Act Release No.
34-28869 (footnote 244), as such amendments are designed to conform the Plan
with the new requirements of Rule 16b-3.
BY ORDER OF THE BOARD OF DIRECTORS
By /s/ Stanley D. Czerwinski
------------------------------
Stanley D. Czerwinski
*Adopted prior to 1-for-3 reverse stock split.
2
<PAGE> 1
EXHIBIT 4.3
ADAC LABORATORIES
AMENDMENT TO DIRECTOR'S STOCK OPTION PLAN (1987),
AS AMENDED
The Director's Stock Option Plan 1987, as amended (the "Plan"), of
ADAC Laboratories, a California corporation (the "Company"), as previously
amended, is hereby further amended in the following respects:
1. SHARES SUBJECT TO THE PLAN. Section 5 of the Plan, entitled
"Shares Subject to the Plan", is hereby amended to delete the first sentence
and to substitute in its place the following first sentence:
"Subject to the provisions of Section 12 (relating to
adjustments upon changes in shares), the Shares which may be
sold pursuant to Directors' Options granted under the Plan
shall not exceed in the aggregate 500,000* shares of the
Company's Common Stock".
2. EFFECTIVE DATE. In all other respects, and except as
expressly provided herein, the Plan is hereby confirmed. This Amendment to the
Plan, as set forth herein, has been approved by the Board of Directors of the
Company on May 6, 1992 and is made subject to the consent of the shareholders
at the Company's next Annual Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
By /s/ Stanley D. Czerwinski
-----------------------------
Title President
----------------------------
*Prior to 1-for-3 reverse stock split.
<PAGE> 1
EXHIBIT 4.4
AMENDMENT NO. 3
TO
ADAC LABORATORIES'
DIRECTORS' STOCK OPTION PLAN (1987)
The Directors' Stock Option Plan (1987) (the "Plan") of ADAC
Laboratories, a California Corporation (the "Company"), is hereby amended in
the following respects:
1. DEFINITIONS.
Section 2(d), concerning the definition of "Directors'
Options," is hereby amended to delete the sentence and to substitute in its
place the following sentence:
"(d) 'Directors' Options' shall mean options to
purchase shares of Company Common Stock which may be granted each
fiscal year by the Company to each person serving as a director of the
Company who is not also an employee of the Company or any of its
Subsidiary corporations."
2. SHARES SUBJECT TO THE PLAN.
Section 5 of the Plan, entitled "Shares Subject to the Plan,"
is hereby amended to delete the first sentence and to substitute in its place
the following first sentence:
"Subject to the provisions of Section 12 (relating to
adjustments in the number of shares upon certain changes), the Shares
which may be sold pursuant to Directors' Options granted under the
Plan shall not exceed in the aggregate 231,666 shares of the Company's
authorized Common Stock."
3. OPTION GRANTS.
Section 6, entitled "Annual Option Grants," is deleted in its
entirety and the following is substituted in its place:
"6. Annual Option Grants.
The number of shares to be optioned to each
non-employee director shall be fixed at 3,333 Option Shares during
each fiscal year of the Company and such grant shall automatically
occur on March 15th of each year except during each fifth year the
director shall receive a grant of 20,000 shares (in lieu of the 3,333
share annual grant), provided, however, that on the date a person
first becomes a director such person shall receive an option grant of
20,000 shares. Each option shall be for a term of five (5) years from
the date of grant and each annual 3,333 share grant shall vest and
become fully exercisable upon the first anniversary of
<PAGE> 2
ADAC Laboratories
Amendment No. 3 to Directors' Stock Option Plan (1987)
the date of grant and each 20,000 share grant shall vest and become
exercisable 25% per year. An option agreement, signed by an officer
of the Company, shall be issued to each person to whom an option is
granted."
4. "EXERCISE OF OPTIONS."
Section 10(a), entitled "Exercise of Options," is hereby
deleted in its entirety and the following subsection is substituted in its
place:
"(a) Except in the event of death, in which case
the Directors' Options may be exercised in full immediately, and
except as provided in Section 12 below, Directors' Options may be
exercised only as follows: (i) each annual 3,333 share grant shall
vest and become fully exercisable upon the first anniversary of the
date of grant and (ii) each 20,000 share grant shall vest and become
fully exercisable 25% per year."
5. "CHANGE IN CONTROL."
Section 12(b), entitled "Changes in Capitalization: Splits,
Liquidations, Mergers and Reorganizations," is deleted in its entirety and the
following subsection is substituted in its place:
"(b)(i) Except and to the extent provided otherwise
in, or limited by, employment, severance or similar written agreements
between the Company and an Optionee, ten (10) days prior to a "Change
in Control" (as defined below), all stock options which are then not
exercisable shall immediately vest and become exercisable, regardless
of the original vesting schedule. A "Change in Control" of the
Company shall be deemed to have occurred if (a) any "person" or
"group" (as defined in or pursuant to Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the
Company representing 40% or more of the voting power of the common
stock outstanding which votes generally for the election of directors;
(b) as a result of market or corporate transactions or shareholder
action, the individuals who constitute the Board of Directors of the
Company at the beginning of any period of 12 consecutive months (but
commencing not earlier than July 1, 1995), plus any new directors
whose election or nomination was approved by a vote of at least
two-thirds of the directors still in office who were directors at the
beginning of such period of 12 consecutive months, cease for any
reason during
2
<PAGE> 3
ADAC Laboratories
Amendment No. 3 to Directors' Stock Option Plan (1987)
such period of 12 consecutive months to constitute at least two-thirds
of the members of such Board; or (c) the Company sells, through
merger, assignment or otherwise, in one or more transactions other
than in the ordinary course of business, assets which provided at
least 2/3 of the revenues or pre-tax net income of the Company and its
subsidiaries on a consolidated basis during the most
recently-completed fiscal year.
(ii) Notwithstanding paragraph (i) above, the
following events shall not constitute a Change in Control: any
acquisition of beneficial ownership pursuant to (a) a
reclassification, however effected, of the Company's authorized common
stock, or (b) a corporate reorganization involving the Company or any
of its subsidiaries which does not result in a material change in the
ultimate ownership by the shareholders of the Company (through their
ownership of the Company or its successor resulting from the
reorganization) of the assets of the Company and its subsidiaries, but
only if such reclassification or reorganization has been approved by
the Company's Board of Directors."
6. EFFECTIVE DATE.
In all other respects, and except as expressly provided
herein, the Plan is hereby confirmed. These amendments to the Plan, as set
forth herein, have been approved by the Board of Directors on November 2, 1995,
and the amendments set forth in paragraphs 2, 3 and 5 above have been approved
by the shareholders on March 6, 1996 and all amendments are effective on and as
of such later date.
BY ORDER OF THE BOARD OF DIRECTORS
By /s/ David L. Lowe
-------------------------------
David L. Lowe,
Chairman of the Board
3
<PAGE> 1
EXHIBIT 5.1
April 16, 1996
A-176-4.1
ADAC Laboratories
540 Alder Drive
Milpitas, California 95035
Gentlemen:
We are acting as counsel for ADAC Laboratories (the "Company") in
connection with the preparation and filing of the Company's Registration
Statement on Form S-8 pursuant to the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of 171,664 shares of the Company's
Common Stock, without par value (the "Shares") (of which 106,664 shares have
been previously subject of a Form S-8 Registration Statement), which may be
issued pursuant to the exercise of options granted under the Company's
Directors' Stock Option Plan (1987).
We are familiar with the proceedings taken by the Company relating to
the authorization and issuance of the Shares in the manner set forth in the
Registration Statement. We have examined and relied upon the originals, or
copies, of such corporate records, certificates, documents and other
instruments, and reviewed such questions of law as we have considered necessary
and appropriate in order to enable us to render the opinion expressed below,
and on the basis of such, we hereby advise you as follows:
Subject to the taking of certain proceedings, to the extent
required, in certain states which may have jurisdiction with respect
thereto, the Shares, when issued and sold in the manner set forth in
the Registration Statement and in the manner provided in the
Directors' Stock Option Plan (1987) pursuant to which such issuance
and sale will be undertaken, will be legally and validly issued and
outstanding, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GRAVEN PERRY BLOCK BRODY & QUALLS
A PROFESSIONAL CORPORATION
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 the registration statement of
ADAC Laboratories on Form S-8 of our report dated November 1, 1995, on our
audits of the consolidated financial statements and financial statements
schedules of ADAC Laboratories as of October 1, 1995 and October 2, 1994, and
for each of the three fiscal years in the period ended October 1, 1995, which
report is incorporated by reference in Form 10-K for the fiscal year ended
October 1, 1995.
COOPERS & LYBRAND L.L.P.
San Jose, California
April 22, 1996
