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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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ADAC LABORATORIES
(NAME OF SUBJECT COMPANY)
ADAC LABORATORIES
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
005313200
(CUSIP NUMBER OF COMMON STOCK)
R. ANDREW ECKERT
CHIEF EXECUTIVE OFFICER
ADAC LABORATORIES
540 ALDER DRIVE
MILPITAS, CALIFORNIA 95035
(408) 321-9100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH COPIES TO:
PAGE MAILLIARD, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
AND
STEVE L. CAMAHORT, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
ONE MARKET, SPEAR TOWER, 33RD FLOOR
SAN FRANCISCO, CA 94105
(415) 947-2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No 3. ("Amendment No. 3") to Schedule 14D-9 amends and
supplements the Schedule 14D-9A filed with the Securities and Exchange
Commission ("SEC") on November 15, 2000 (as amended, the "Schedule 14D-9A") by
ADAC Laboratories, a California corporation ("ADAC"), relating to the tender
offer (the "Offer") commenced by Philips Medical Acquisition Corporation,
formerly known as Academy Acquisition Company and a wholly owned subsidiary of
Philips Holding USA, Inc., a Delaware corporation ("Philips"), on November 14,
2000 to purchase all of the outstanding shares of common stock, no par value,
of ADAC and the associated rights to purchase series A junior participating
preferred stock of ADAC, at a price of $18.50 per share, net to the sellers in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 14, 2000, and the related Letter of Transmittal
disclosed in a Tender Offer Statement on Schedule TO, dated November 14, 2000,
and filed with the Securities and Exchange Commission, as amended.
On December 4, 2000, Philips filed Amendment No. 4 to the Schedule TO
filed September 14, 2000 with the SEC (the "TO Amendment No. 4"). The
information in the Schedule 14D-9A expressly incorporated herein by reference
in response to all the items of this Amendment No. 3, except as otherwise set
forth below.
ITEM 8. ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9A is hereby amended and supplemented as
follows:
The applicable waiting period under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, expired on November 29, 2000.
The parties have determined that antitrust filings are also required in
Austria, Brazil, Germany and Italy. Filings have been made with the Brazilian
and German antitrust authorities, and will shortly be made with the Austrian
and Italian agencies.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ADAC LABORATORIES
By: /s/ R. Andrew Eckert
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Name: R. Andrew Eckert
Title: Chairman of the Board
Dated: December 4, 2000
