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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 13, 2000
ADAC LABORATORIES
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-9428 94-1725806
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
540 Alder Drive, Milpitas, California 95035
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 321-9100
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On January 13, 2000, ADAC Laboratories (the "Company") issued a
press release announcing it had reached agreements-in-principle to settle the
consolidated class action lawsuit pending against the Company and the related
derivative litigation filed against current and former officers and directors
of the Company. A copy of the press release is filed as Exhibit 99.1 and
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated January 13, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ADAC LABORATORIES
Dated: January 13, 2000 By: /s/ Neil J. Laird
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Neil J. Laird
Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Bruce Blanco, Vice President Finance
Director, Corporate Communications
Phone: 408-468-3799
Pager: 800-223-7482
ADAC LABORATORIES ANNOUNCES AGREEMENTS-IN-PRINCIPLE TO SETTLE CLASS
ACTION AND DERIVATIVE LITIGATION
Milpitas, CA, January 13, 2000 --- ADAC Laboratories (NASDAQ: ADAC) today
announced that it has reached an agreement-in-principle to settle the
consolidated class action lawsuit currently pending against the Company. The
plaintiff class will receive $20 million in full settlement of their claims.
A final settlement is contingent upon the satisfaction of numerous
conditions, including among others, approvals by the Federal Court in the
Northern District of California and by the Company's Board of Directors. In
addition, ADAC announced it has concurrently reached an
agreement-in-principle to settle related derivative litigation filed against
current and former officers and directors of the Company. The derivative
settlement calls for the defendants to contribute their respective benefits
under certain Directors and Officers Insurance Policies to the Company. This
settlement is similarly contingent on satisfying certain conditions.
The total pre-tax cost of these settlements to ADAC, net of insurance, is
expected to approximate $9 million. As a result, the Company announced that
it intends to record a non-ordinary pre-tax charge of $10-11 million
representing its total costs for the settlements, including the related legal
fees to bring these matters to a conclusion. These charges will be recorded
in ADAC's first fiscal 2000 quarter ended January 2, 2000.
R. Andrew Eckert, ADAC's Chairman and CEO stated, "The settlement of this
litigation will be an important milestone for our Company. We feel that by
resolving the litigation now, we can move forward more confidently, focusing
all our energies on achieving our strategic objectives and creating
shareholder value." He went on to say, "we will have no further comment on
the litigation until the settlements have been finalized."
ADAC Laboratories is the world market-share leader in nuclear medicine and
radiation therapy planning systems and a technology leader in providing
clinical workflow solutions, management information and knowledge systems to
healthcare organizations in North America. ADAC is headquartered in Milpitas,
CA with its HealthCare Information Systems Division in Houston, TX.
Additional information about ADAC can be found on its web site at
www.adaclabs.com.
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This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including statements
concerning the approval of agreements-in-principle to settle certain class
action and derivative litigation involving the Company, the total cost to the
Company of the settlement, and the impact of the settlement on the Company's
results of operations and financial condition for the first quarter of fiscal
2000. Factors that could cause actual results to differ materially from those
contained in such forward-looking statements include, but are not limited to,
failure of the parties to consummate the settlement on the terms described or
at all, and in the absence of such a settlement, risks associated with the
ultimate economic impact on the Company of the class action and derivative
litigation. All forward-looking statements are based on information available
to the Company on the date hereof, and the Company assumes no obligation to
update such statements.
