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): October 1, 1999
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: (650) 321-9100
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1999, ADAC Laboratories ("ADAC") completed its
acquisition of UGM Medical Systems, Inc., a Pennsylvania corporation ("Medical
Systems"), pursuant to the Agreement and Plan of Merger, dated as of September
13, 1999 (the "Medical Systems Agreement"), by and among ADAC, Medical Systems,
UGMMS Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
ADAC ("UGMMS Acquisition Corp."), Gerd Muehllehner, Ph.D., and the shareholders
of Medical Systems listed on Schedule I thereto. ADAC acquired all of the
outstanding shares of common stock of Medical Systems through a merger of UGMMS
Acquisition Corp. with and into Medical Systems, with Medical Systems surviving
as a wholly owned subsidiary of ADAC. Medical Systems designs, manufactures and
services positron emission tomography (PET) scanners. PET scanners are used for
the diagnosis and monitoring of certain cancers, cardiac diseases and brain
disorders. For the past two years, ADAC has served as the distributor of the PET
scanners produced by Medical Systems.
In consideration for their shares, the shareholders of Medical Systems
received an aggregate of $12 million, which is subject to certain post-closing
adjustments. ADAC also granted the shareholders of Medical Systems, and Gerd
Muehllehner under an employment agreement with ADAC signed concurrently with the
closing of the merger, the right to receive for the first five years after the
merger a percentage of the revenues generated from incremental sales of certain
PET scanners over minimum annual thresholds, subject to an aggregate maximum of
$20 million in payments. ADAC obtained the funds used to pay the base $12
million consideration from its $75 million revolving credit facility with a bank
syndicate led by ABN AMRO Bank. The contingent payments to the shareholders of
Medical Systems and Gerd Muehllehner will be paid from the revenues generated
from the sales of the relevant PET scanners.
A copy of the Medical Systems Agreement is attached hereto as Exhibit
2.1 and is incorporated herein by reference. A copy of a press release relating
to the Medical Systems Agreement is attached hereto as Exhibit 99.1 and is also
incorporated herein by reference.
On October 1, 1999, ADAC also completed its acquisition of UGM
Laboratory, Inc., a Pennsylvania corporation ("Laboratory"), pursuant to the
Agreement and Plan of Merger, dated as of September 13, 1999 (the "Laboratory
Agreement"), by and among ADAC, Laboratory, UGML Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of ADAC ("UGML Acquisition Corp."),
and the shareholders of Laboratory listed on Schedule I thereto. ADAC acquired
all of the outstanding shares of common stock of Laboratory through a merger of
UGML Acquisition Corp. with and into Laboratory, with Laboratory surviving as a
wholly owned subsidiary of ADAC. Laboratory conducts research and development
with respect to nuclear medicine related technologies and licenses technologies
it develops to Medical Systems and ADAC. Several shareholders of Laboratory are
also shareholders in Medical Systems.
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In consideration for their shares, the shareholders of Laboratory
received an aggregate of $6 million. ADAC obtained the funds used to pay the $6
million consideration from its $75 million revolving credit facility with a bank
syndicate led by ABN AMRO Bank.
A copy of the Laboratory Agreement is attached hereto as Exhibit 2.2
and is incorporated herein by reference.
The consideration paid by ADAC to the shareholders of Medical Systems
and Laboratory and the terms of the acquisitions of Medical Systems and
Laboratory were determined in arm's length negotiations with Medical Systems,
Laboratory and their principal shareholders.
Statements made in this Current Report on Form 8-K concerning the
contents of any contract or other document are not necessarily complete. With
respect to each contract or other document filed as an exhibit hereto, reference
is hereby made to that document for a more complete description of the matter
involved and each such statement is hereby qualified in its entirety by such
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of September 13,
1999, by and among ADAC Laboratories, a California
corporation, UGMMS Acquisition Corp., a Delaware
corporation, UGM Medical Systems, Inc., a Pennsylvania
corporation, Gerd Muehllehner, Ph.D., and the
shareholders of UGM Medical Systems, Inc. listed on
Schedule I thereto.*
2.2 Agreement and Plan of Merger, dated as of September 13,
1999, by and among ADAC Laboratories, a California
corporation, UGML Acquisition Corp., a Delaware
corporation, UGM Laboratory, Inc., a Pennsylvania
corporation, and the shareholders of UGM Laboratory,
Inc. listed on Schedule I thereto.
99.1 Press Release dated September 14, 1999.
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission.
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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: October 18, 1999 By: /s/ Neil J. Laird
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Neil J. Laird
Chief Financial Officer