As filed with the Securities and Exchange Commission on December 12, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)
ADAC Laboratories
(Name of Subject Company (Issuer))
Philips Medical Acquisition Corporation
a Wholly Owned Subsidiary of
Philips Holding USA Inc.
a Wholly Owned Subsidiary of
Koninklijke Philips Electronics N.V.
(Names of Filing Persons)
COMMON STOCK,
NO PAR VALUE
(Title of Class of Securities)
005313200
(CUSIP Number of Class of Securities)
William E. Curran
President
Philips Holding USA Inc.
1251 Avenue of the Americas
New York, New York 10020
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
with a copy to:
Matthew G. Hurd
Sullivan & Cromwell
125 Broad Street
New York, New York 10004-2498
(212) 558-4000
| CALCULATION OF FILING FEE | |
|---|---|
| Transaction valuation(1) | Amount of filing fee(2) |
| $489,852,842 | $97,971 |
(1) Based on the offer to purchase all of the outstanding shares of common stock of ADAC Laboratories together with the associated rights to purchase Series A Junior Participating Preferred Stock at a purchase price of $18.50 cash per share, 21,136,116 shares outstanding and outstanding options with respect to 5,342,416 shares, in each case as of November 12, 2000.
(2) 1% of 1/50th of the transaction valuation.
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $97,971
Form or Registration No.: 005-32403
Filing Party: Koninklijke Philips Electronics N.V.
Date Filed: November 14, 2000
[_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [_]
This Amendment No. 6 ("Amendment No. 6") to Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission ("SEC") on November 14, 2000 (the "Original Schedule TO"), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 to the Original Schedule TO (collectively, the "Schedule TO"), by Koninklijke Philips Electronics N.V., Philips Holding USA Inc. and Philips Medical Acquisition Corporation ("Merger Sub") relating to the tender offer (the "Offer") commenced by Merger Sub, on November 14, 2000 to purchase all of the outstanding shares of common stock, no par value, of ADAC Laboratories ("ADAC") together with the associated rights to purchase Series A Junior Participating Preferred Stock of ADAC, no par value, 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.
The information in the Schedule TO is hereby expressly incorporated herein by reference in response to all the items of this Amendment No. 6, except as otherwise set forth below. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Original Schedule TO.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 5 of the Schedule TO is hereby amended and supplemented to include the following sentences as the final sentences of each of the paragraphs captioned "Employment" and "Employment Agreements" of Section 11 of the Offer to Purchase entitled "Purpose of the Offer; Plans for the Company; the Merger":
Philips Electronics North America Corporation and Gerhard Burbach, the current President and Chief Operating Officer of ADAC, have entered, as of December 3, 2000, into an employment agreement and a letter agreement relating to the executive severance agreement between ADAC and Mr. Burback dated September 2, 1998. These agreements are incorporated by reference as Exhibits 99(a)12 and 99(a)13, respectively. Philips Electronics North America Corporation and Ian Farmer, the current Senior Vice President Business Development of ADAC, have entered, as of December 3, 2000, into an employment agreement and a letter agreement relating to the executive severance agreement between ADAC and Mr. Farmer dated September 2, 1998. These agreements are incorporated by reference as Exhibits 99(a)14 and 99(a)15, respectively.
Item 12. Exhibits.
The following are attached as exhibits to this Schedule TO:
| 99(a)(12) | Employment Agreement Between Philips Electronics North America Corporation and Gerhard Burbach, dated December 3, 2000 (incorporated herein by reference to Exhibit 12 of ADAC Laboratories' Amendment No. 5 to its Schedule 14D-9). |
| 99(a)(13) | Letter Agreement dated December 5, 2000, relating to the Executive Severance Agreement dated September 2, 1998, between Philips Electronics North America Corporation and Gerhard Burbach (incorporated herein by reference to Exhibit 13 of ADAC Laboratories' Amendment No. 5 to its Schedule 14D-9). |
| 99(a)(14) | Employment Agreement Between Philips Electronics North America Corporation and Ian Farmer, dated December 3, 2000 (incorporated herein by reference to Exhibit 14 of ADAC Laboratories’ Amendment No. 6 to its Schedule 14D-9). |
| 99(a)(15) | Letter Agreement dated December 5, 2000, relating to the Executive Severance Agreement dated September 2, 1998, between Philips Electronics North America Corporation and Ian Farmer (incorporated herein by reference to Exhibit 15 of ADAC Laboratories’ Amendment No. 6 to its Schedule 14D-9). |
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: December 12, 2000
| PHILIPS MEDICAL ACQUISITION CORPORATION By: /s/ Belinda W. Chew Name: Belinda W. Chew Title: Vice President | |
| PHILIPS HOLDING USA INC. By: /s/ Belinda W. Chew Name: Belinda W. Chew Title: Senior Vice President | |
| KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ Cor Boonstra Name: Cor Boonstra Title: President, Chairman of the Board of Management and the Group Management Committee | |
| By:/s/ Jan H.M. Hommen Name: Jan H.M. Hommen Title: Executive Vice-President, Chief Financial Officer, Member of the Board of Management and the Group Management Committee |
EXHIBIT INDEX
| EXHIBIT NUMBER | EXHIBIT DESCRIPTION |
| 99(a)(12) | Employment Agreement Between Philips Electronics North America Corporation and Gerhard Burbach, dated December 3, 2000 (incorporated herein by reference to Exhibit 12 of ADAC Laboratories' Amendment No. 5 to its Schedule 14D-9). |
| 99(a)(13) | Letter Agreement dated December 5, 2000, relating to the Executive Severance Agreement dated September 2, 1998, between Philips Electronics North America Corporation and Gerhard Burbach (incorporated herein by reference to Exhibit 13 of ADAC Laboratories' Amendment No. 5 to its Schedule 14D-9). |
| 99(a)(14) | Employment Agreement Between Philips Electronics North America Corporation and Ian Farmer, dated December 3, 2000 (incorporated herein by reference to Exhibit 14 of ADAC Laboratories’ Amendment No. 6 to its Schedule 14D-9). |
| 99(a)(15) | Letter Agreement dated December 5, 2000, relating to the Executive Severance Agreement dated September 2, 1998, between Philips Electronics North America Corporation and Ian Farmer (incorporated herein by reference to Exhibit 15 of ADAC Laboratories’ Amendment No. 6 to its Schedule 14D-9). |
