<PAGE> 1
As filed with the Securities and Exchange Commission on February 20, 1996.
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:
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. [_]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [_] __________________
______________________________________________________________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] __________________________
______________________________________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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 138,302 $14.625(1) $2,022,666.75 $697.47
</TABLE>
================================================================================
(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 13,
1996, as reported in the "Wall Street Journal", was $14.625 per share.
================================================================================
<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 Pages of Inside Front
Prospectus
3. Summary Information, Risk Factors and Ratio The Company; Risk Factors
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
138,302 SHARES
ADAC LABORATORIES
COMMON STOCK
_______________
All 138,302 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 14, 1996, the
last reported closing price for the Common Stock was $14 63/64. See "Price Range
of Common Stock".
THIS OFFERING WILL EXPIRE AT 5:00 P.M., (PST) ON NOVEMBER 13, 1997.
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 $8,200. 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 ____________ ___, 1996.
______________
<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
DETERMINATION OF OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . . . 8
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 1, 1995.
(b) The Company's Notice of Annual Meeting of Shareholders and
Proxy Statement dated February 7, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995.
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:
Medical Systems
- Nuclear Medicine Systems
- Radiation Therapy Planning Systems
- Digital Angiography Systems
HealthCare Information Systems
- Radiology Information Systems
- Laboratory Information 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.
In the Nuclear Medicine market, the Company competes with
several other suppliers in providing integrated camera/computer imaging
systems, optics and accessories. The Company's share of the U.S. market in
1995 was believed to be approximately 45%, giving the Company a substantial
lead over its nearest competitors. The Company believes that it will need to
continue to enhance and improve its products to remain competitive.
The Company believes that the key to success in its markets is
to deliver cost-effective and technologically superior products which meet or
exceed customer quality and service expectations. ADAC's ability to compete
successfully depends on its capacity to commercialize new hardware technology
and software ahead of its competitors. In addition to the rapid development of
6
<PAGE> 10
innovative and cost-effective products, the Company believes that other
competitive factors include patient throughput, system functionality and
reliability, image quality, computer processing speed, customer service and
support and worldwide distribution network. No assurances are given that the
Company will be able to continue to deliver these innovations.
2. GOVERNMENT REGULATION.
The Company's Nuclear Medicine and Radiation Therapy Planning
and Radiology businesses are regulated by the Food and Drug Administration
("FDA") under the Federal Food, Drug and Cosmetic Act 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.
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 (pre-market notification). The 510K clearance is required for all
medical devices before orders can be obtained and distributed. Currently, this
clearance for new products distribution is 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 products such as
radiopharmaceuticals, which are used in conjunction with the Company's
products.
3. LITIGATION RISKS.
Patent suits have become more common in the industry in which
the Company competes. In September 1994, the Company settled a lawsuit which
had alleged infringement of certain patents relating to Nuclear Medicine
imaging and Digital Fluoroscopy technology. Without admitting any liability or
wrongdoing, the Company agreed to pay $2,000,000 to settle the lawsuit. As
part of the settlement, each party agreed not to sue each other with respect to
nuclear medicine intellectual property matters for the next ten years. In
addition to the settlement payment, the Company incurred significant litigation
defense costs. Any future patent
7
<PAGE> 11
suits could impair the Company's ability to develop and sell new products or,
at the least, reduce the profitability of product sales by burdening the
Company with expensive royalty payments.
DETERMINATION OF OFFERING PRICE
The offering price of the shares to be sold by the selling
shareholders will be the market price prevailing at the time of sale or a price
negotiated by the selling shareholders. The Company has no control over what
prices are accepted by the selling shareholders.
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 2,951 holders of
record of the Company's Common Stock at February 5, 1996. The table below
provides the quarterly dividends declared and the quarterly high and low
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 Fiscal Fiscal
1996 1995 1994
---------------------------- ---------------------------- ---------------------------
Per Per Per
Share Share Share
Divi- Divi- Divi-
High Low dend High Low dend High Low dend
---- --- ---- ---- --- ---- ---- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1st Qtr. $12 5/8 $11 $.12 $ 9 1/8 $ 7 1/4 $.12 $14 3/8 $11 3/4 $.12
2nd Qtr. -- -- -- 8 1/2 7 1/4 .12 14 1/8 8 .12
3rd Qtr. -- -- -- 13 7 7/8 .12 10 7 3/4 .12
4th Qtr. -- -- -- 13 3/4 10 1/2 .12 9 1/8 6 1/8 .12
</TABLE>
The payment of dividends in the future will depend on the assessment by the
Board of Directors of various factors and considerations, including earnings,
cash flow, capital requirements and other factors affecting the Company's
financial position and operations.
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 31, 1996 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 After
Shareholder Offering Offered Hereby Offering
----------------------------- --------------------- ------------------ -------------------
<S> <C> <C> <C>
Jerome W. Pepmueller 69,151 69,151 0
David Sutton 69,151 69,151 0
------ ------
Total 138,302 138,302
</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., J.D. Technical Services, Inc. and the selling shareholders, dated
November 9, 1995.
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 13, 1997, 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 1, 1995 referred to above, have
been audited by Coopers & Lybrand, L.L.P., independent accountants, as set
forth in their report dated November 1, 1995, 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:
<TABLE>
<S> <C>
Registration fee . . . . . . . . . . . . . . . $ 697.47
Trustee and transfer agent fees . . . . . . . . 2,000.00
Legal fees . . . . . . . . . . . . . . . . . . . 3,500.00
Accounting fees . . . . . . . . . . . . . . . . 2,000.00
Blue sky filing fees and expenses . . . . . . . -0-
Miscellaneous expenses . . . . . . . . . . . . . -0-
TOTAL . . . . . . . . . . . . . . . . . $8,197.47
</TABLE>
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:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
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)
</TABLE>
13
<PAGE> 17
17. 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 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 15th day
of February, 1996.
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 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-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> <C>
/s/Stanley D. Czerwinski Chairman of the Board and Director February 8, 1996
----------------------------------
Stanley D. Czerwinski
/s/David L. Lowe Chief Executive Officer and Director (Principal February 15, 1996
---------------------------------- Executive Officer)
David L. Lowe
/s/P. Andre Simone Vice President, Finance (Principal Financial February 15, 1996
---------------------------------- and Accounting Officer)
P. Andre Simone
/s/Graham O. King Director February 15, 1996
----------------------------------
Graham O. King
/s/Robert L. Miller Director February 8, 1996
----------------------------------
Robert L. Miller
/s/Thomas A. McPherson Director February 7, 1996
----------------------------------
Thomas A. McPherson
/s/F. David Rollo Director February 7, 1996
----------------------------------
F. David Rollo
/s/Edmund H. Shea, Jr. Director February 12, 1996
----------------------------------
Edmund H. Shea, Jr.
</TABLE>
FORM-S-3-ADAC-1995\DOCUMENT
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
5.1 Opinion of Graven Perry Block Brody & Qualls
23.1 Consent of Coopers & Lybrand, L.L.P.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
February 15, 1996
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 138,302 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 to the Common Stock issued in
connection with the acquisition of J.D. Technical Services, Inc., of our report
dated November 1, 1995, on our audits of the consolidated financial statements
and financial statement 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 included in Form 10-K for the fiscal year ended
October 1, 1995. We also consent to the reference to our firm under the
caption "Experts."
/s/ Coopers & Lybrand L.L.P.
San Jose, California
February 15, 1996
