<PAGE> 1
As filed with the Securities and Exchange Commission on February 28, 1997.
================================================================================
Registration No. 33-
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 offices)
KAREN L. MASTERSON
VICE PRESIDENT AND GENERAL COUNSEL
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)
================================================================================
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 219,133 $25.125(1) $5,505,716.60 $1,668.40
</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 21, 1997, as
reported on the Nasdaq Stock Market, was $25.25 per share.
<PAGE> 3
219,133 SHARES
[ADAC LOGO]
ADAC LABORATORIES
COMMON STOCK
---------------
All 219,133 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 on the Nasdaq Stock Market under the symbol "ADAC". On February 21, 1997,
the closing price for the Common Stock was $25.25.
UNLESS OTHERWISE AGREED, THIS OFFERING WILL EXPIRE AT 5:00 P.M., (PST)
ON FEBRUARY 19, 1999. ---------------
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED
HEREBY.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES 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 has agreed to pay certain expenses in connection with
the offering of the shares, estimated at approximately $5,668. 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.
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 a
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.
--------------
The date of this Prospectus is _______, 1997.
<PAGE> 4
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.
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
September 29, 1996.
(b) The Company's Notice of Annual Meeting of Shareholders and Proxy
Statement filed with the Commission on January 27, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 29, 1996.
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 herein. 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.
<PAGE> 5
THE COMPANY
ADAC Laboratories ("ADAC" or "the Company") designs, develops,
manufactures, sells and services medical imaging and health care information
systems used in hospitals and clinics worldwide. The Company's products include
systems for nuclear medicine, laboratory, radiology, cardiology and oncology.
In October 1996, ADAC was awarded the Malcolm Baldrige National Quality
Award in the large manufacturing category by the United States Department of
Commerce in recognition of its performance management system and its
achievements in quality and business performance. ADAC is the first healthcare
manufacturer ever to receive this award.
ADAC was incorporated in California on October 14, 1970. Its principal
offices are located at 540 Alder Drive, Milpitas, California, 95035. 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:
COMPETITION
The medical systems and health care information system markets are
characterized by rapidly evolving technology, intense competition and pricing
pressure. There are a number of companies that currently offer, or are in the
process of developing, products that compete with products offered by the
Company. Some of these competitors have substantially greater capital,
engineering, manufacturing and other resources than the Company. These
competitors could develop technologies and products that are more effective than
those currently used or produced by the Company or that could render the
Company's products obsolete or noncompetitive. In addition, as the Company
enters new markets, such as the laboratory information systems market, there can
be no assurance that the Company will be able to penetrate such markets
successfully.
DEPENDENCE ON DEVELOPMENT AND COMMERCIALIZATION OF NEW PRODUCTS
ADAC's success is dependent upon the successful development,
introduction and commercialization of new products and the development of
enhancements to existing products. Because the nuclear medicine market is
relatively mature, and from time to time in recent years has experienced a
decline, the Company must continue to develop innovative new products and
product enhancements such as Molecular Coincidence Detection ("MCD(TM)") in
order to pursue its growth strategy. The development of new products and product
enhancements entails considerable time and expense, including research and
development costs, and the time, expense and uncertainty involved in clinical
trials and in obtaining any necessary regulatory clearances. The success of some
of the Company's medical systems products depends on receipt of appropriate
regulatory approvals for and the commercial availability of specific
radiopharmaceuticals. For example, MCD requires the use of positron emitting
isotopes. At this time, the infrastructure for the commercial supply of such
isotopes is not well-developed, certain applicable regulatory approvals for such
isotopes have not yet been obtained, and reimbursement for the use of such
isotopes in connection with MCD is uncertain. There can be no assurance that the
Company will be able to commercialize its existing products or any new products
or enhancements successfully.
FUTURE OPERATING RESULTS
The Company's future operating results may vary substantially from
period to period. The timing and amount of revenues are subject to a number of
factors that make estimation of revenues and operating results prior to the end
of the quarter very uncertain. The timing of revenues can be affected by delays
in
<PAGE> 6
product introductions and shipments, as well as general economic and industry
conditions. Furthermore, of the orders received by the Company in any fiscal
quarter, a disproportionately large percentage has typically been received and
shipped toward the end of that quarter. Accordingly, results for a given quarter
can be adversely affected if there is a substantial order shortfall late in that
quarter. In addition, although both the Company's bookings and revenue have
increased steadily in recent periods, bookings cannot necessarily be relied upon
as an accurate predictor of future revenues.
HEALTH CARE REFORM; REIMBURSEMENT AND PRICING PRESSURE
There is significant concern today about the availability and rising
cost of healthcare in the United States. Cost containment initiatives, market
pressures and proposed changes in applicable laws and regulations may have a
dramatic effect on pricing or potential demand for medical devices, the relative
costs associated with doing business and the amount of reimbursement by both
government and third party payors, which could have a material adverse effect on
the Company's results of operations.
GOVERNMENT REGULATION
There has been a trend in recent years, both in the United States and
abroad, toward more stringent regulation and enforcement of requirements
applicable to medical device manufacturers. The continuing trend of more
stringent regulatory oversight in product clearance and enforcement activities
has caused medical device manufacturers to experience longer approval cycles,
more uncertainty, greater risk, and higher expenses. There can be no assurance
that any necessary clearance or approval will be granted the Company or that the
United States Food and Drug Administration review will not involve delays
adversely affecting the Company. The Company is also subject to numerous
federal, state and local laws relating to such matters as safe working
conditions, manufacturing practices, environmental protection and disposal of
hazardous substances. Changes in existing requirements, adoption of new
requirements or failure to comply with applicable requirements could have a
material adverse effect on the Company.
INTELLECTUAL PROPERTY RIGHTS
The Company's success depends in part on its continued ability to
obtain patents, to preserve its trade secrets and to operate without infringing
the proprietary rights of third parties. There can be no assurance that pending
patent applications will mature into issued patents, that third parties will not
make claims of infringement against the Company's products or technologies or
will not be issued patents that may require payment of license fees by the
Company or prevent the sale of certain products by the Company. See Note 5 of
Notes to Consolidated Financial Statements contained in the Company's Annual
Report on Form 10-K incorporated by reference herein regarding the Company's
settlement of certain patent infringement claims in September 1994.
RELIANCE ON SUPPLIERS
Certain components used by the Company to manufacture its products,
such as the Sun workstations and the sodium iodide crystals used in the
Company's nuclear medicine systems, are presently available from only one
supplier. The Company also relies on several significant vendors for hardware
and software components for its healthcare information systems products. The
loss of any of these suppliers, including any single-source supplier, would
require obtaining one or more replacement suppliers as well as potentially
requiring a significant level of hardware and software development to
incorporate the new parts into the Company's products. Although the Company has
obtained insurance to protect against loss due to business interruption from
these and other sources, there can be no assurance that such coverage would be
adequate.
<PAGE> 7
PRODUCT LIABILITY
Although the Company maintains product liability insurance coverage in
an amount that it deems sufficient for its business, there can be no assurance
that such coverage will ultimately prove to be adequate or that such coverage
will continue to remain available on acceptable terms, if at all.
VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock is and is expected to
continue to be subject to significant fluctuations in response to variations in
anticipated or actual operating results, market speculation, announcements of
new products or technology by the Company or its competitors, changes in
earnings estimates by the Company's analysts, trends in the health care industry
in general and other factors, many of which are beyond the control of the
Company. In addition, broad market fluctuations as well as general economic or
political conditions or initiatives, such as health care reform, may adversely
impact the market price of the Common Stock regardless of the Company's
operating results.
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.
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
February 28, 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>
Sergio F. Cabrera 57,143 28,572 28,571
Mark A. Gehring 83,371 83,371 -
T. Rockwell Mackie 35,730 35,730 -
Paul J. Reckwerdt 35,730 35,730 -
Cameron L. Sanders 35,730 35,730 -
------- ------- -------
Total 247,704 219,133 28,571
</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 among the Company, Geometrics Corporation
and certain of the Selling Shareholders, dated November 4, 1996 and an Agreement
and Plan of Reorganization among the Company, J.D. Technical Services, Inc.,
Photon Diagnostic Technologies, Inc. and Sergio F. Cabrera, dated February 3,
1997.
<PAGE> 8
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, this offering will terminate on February 19,
1999, 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 the sale 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 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 MATTERS
Certain legal matters in respect of the Common Stock offered hereby
will be passed upon for the Company by Karen L. Masterson, Vice President and
General Counsel of ADAC, 540 Alder Drive, Milpitas, CA 95035.
<PAGE> 9
EXPERTS
The consolidated financial 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 September 29, 1996 referred to
above, have been audited by Coopers & Lybrand L.L.P., independent accountants,
as set forth in their report dated November 4, 1996, 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.
<PAGE> 10
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 ................................... 1,668.40
TRUSTEE AND TRANSFER AGENT FEES ..................... 2,000.00
LEGAL FEES .......................................... -0-
ACCOUNTING FEES ..................................... 2,000.00
BLUE SKY FILING FEES AND EXPENSES ................... -0-
MISCELLANEOUS EXPENSES ............................ -0-
----------
TOTAL ...................................... $ 5,668.40
</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.
Pursuant to Article VI of the Company's Bylaws and the terms of indemnification
agreements between the Company and each of its directors and executive officers,
the Company has agreed to indemnify and advance expenses to its agents and to
such directors and executive officers, respectively, to the fullest extent
permitted by law. Indemnification also may be granted pursuant to bylaw
provisions that may be adopted 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 General Counsel of ADAC
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of General Counsel of ADAC
(included in Exhibit 5.1 hereto)
</TABLE>
<PAGE> 11
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.
<PAGE> 12
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 this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Milpitas, California on the date set forth
below.
Date: February 27, 1997 ADAC LABORATORIES
(Registrant)
BY:/s/ David L. Lowe
-------------------------
David L. Lowe,
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements 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 CAPACITIES DATE
- -------- ---------- -----
<S> <C> <C>
/s/ David L. Lowe Chairman of the Board, Chief February 27, 1997
- --------------------------- Executive Officer & Director
David L. Lowe (Principal Executive Officer)
/s/ P. Andre Simone Chief Financial Officer February 27, 1997
- --------------------------- (Principal Financial and
P. Andre Simone Accounting Officer)
/s/ Stanley D. Czerwinski Director February 27, 1997
- ---------------------------
Stanley D. Czerwinski
/s/ R. Andrew Eckert Director February 27, 1997
- ---------------------------
R. Andrew Eckert
/s/ Graham O, King Director February 27, 1997
- ---------------------------
Graham O. King
/s/ Robert L. Miller Director February 27, 1997
- ---------------------------
Robert L. Miller
/s/ David Rollo Director February 27, 1997
- ---------------------------
F. David Rollo
/s/ Edmuned H. Shea, Jr. Director February 27, 1997
- ---------------------------
Edmund H. Shea, Jr.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
February 27, 1997
ADAC Laboratories
540 Alder Drive
Milpitas, California 95035
Gentlemen:
I am the Vice President, General Counsel and Secretary of the
Company and have acted as Company counsel in connection with the offering and
proposed sale of up to 219,133 shares 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 I have examined: (a) the Company's Registration
Statement; (b) the Company's Certificate of Incorporation and Bylaws, as amended
to date; (c) minutes of meetings of the Company's Board of Directors; and (d)
such other proceedings, documents and records as we have deemed necessary to
enable me to render this opinion.
Based upon the foregoing, I am 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.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus included therein.
By/s/ Karen L. Masterson
--------------------------------
Karen L. Masterson
Vice President, General Counsel and Secretary
<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 Geometrics Corporation and Photon Diagnostic
Technologies, Inc., of our report dated November 4, 1996 on our audits of the
consolidated financial statements and financial statement schedules of ADAC
Laboratories as of September 29, 1996 and October 1, 1995, and for each of the
three fiscal years in the period ended September 29, 1996 which report is
included in the Company's Annual Report on Form 10-K for the fiscal year ended
September 29, 1996. We also consent to the reference to our firm under the
caption "Experts."
/s/ Coopers & Lybrand L.L.P.
San Jose, California
February 26, 1997
