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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
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 7. ("Amendment No. 7") 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"), a wholly owned
subsidiary of Koninklijke Philips Electronics N.V., a company incorporated
under the laws of the Netherlands ("Royal 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 13, 2000, Philips filed Amendment No. 7 to the Schedule TO
filed September 14, 2000 with the SEC (the "TO Amendment No. 7"). The
information in the Schedule 14D-9A is expressly incorporated herein by reference
in response to all the items of this Amendment No. 7, 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 expiration date of the Offer has been extended to 5:00 p.m., New
York City time, on Friday, December 15, 2000, unless further extended. On
December 13, 2000 Royal Philips issued a press release announcing such
extension of the Offer and, among other things, that Royal Philips has been
advised that German antitrust clearance has been obtained. Such press release
is attached as an exhibit hereto and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9A is hereby amended and supplemented as
follows:
EXHIBIT NO. DESCRIPTION
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16 Press Release Issued by Royal Philips on
December 13, 2000 (incorporated by reference to
Exhibit 99(a)(16) to the TO Amendment No. 7).
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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 13, 2000
