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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
November 17, 2000
Date of Report (Date of earliest event reported)
ADAC LABORATORIES
(Exact name of registrant as specified in its charter)
California 0-9428 94-1725806
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
540 Alder Drive
Milpitas, California 95035
(Address of principal executive offices)
(408) 321-9100
(Registrant's telephone number, including area code
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ITEM 2.
On October 24, 2000, ADAC Laboratories, a California corporation
("ADAC") entered into an Agreement and Plan of Merger ("Merger Agreement") by
and among ADAC, ADAC Healthcare Information Systems, Inc., a Texas corporation
and wholly-owned subsidiary of ADAC ("HCIS"), Cerner Corporation, a Delaware
corporation ("Cerner") and Cerner RIS Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Cerner ("Acquisition Sub") pursuant
to which Acquisition Sub will merge with and into HCIS (the "Merger"), as is
more fully described in the Merger Agreement. A copy of the Merger Agreement is
attached hereto as Exhibit 2.1 and is incorporated herein by reference.
On November 17, 2000, all conditions to closing were satisfied and the
Merger closed. Cerner will pay a total of approximately $6 million cash
consideration for the shares of HCIS, of which approximately $4 million was paid
at closing, $1 million is to be paid on November 17, 2001 and the remaining $1
million is to be paid on November 17, 2002, subject to adjustment. The
consideration amount was determined pursuant to arms-length negogiations.
HCIS is located in Houston, Texas and provides information and image
management solutions for radiology departments of healthcare facilities. Cerner
designs, develops and supports information systems and content solutions for
health organizations and consumers.
On October 24, 2000, ADAC and Cerner issued a press release announcing
the signing of the Merger Agreement, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated by reference.
On November 21, 2000, Cerner issued a press release announcing the
closing of the Merger, a copy of which is attached hereto as Exhibit 99.2 and is
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBIT C.
(a) Financial statements of Business Acquired. None.
(b) Pro Forma Financial Information. To be filed by
amendment.
(c) Exhibits. See attached.
EXHIBIT NUMBER DESCRIPTION
2.1 Merger Agreement, dated as of October
24, 2000, by and among ADAC, HCIS,
Cerner and Acquisition Sub
99.1 Press release dated October 24, 2000
99.2 Press release dated November 21, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADAC LABORATORIES
Dated: December 1, 2000
By: /s/ Andrew Eckert
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Andrew Eckert
Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
<S> <C>
2.1 Merger Agreement, dated October 24, 2000, by and
among ADAC, HCIS, Cerner and Acquisition Sub
99.1 Press release dated October 24, 2000.
99.2 Press release dated November 21, 2000
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