1
The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
As filed with the Securities and Exchange Commission on August 29, 1997.
Registration No. __________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
ADAC LABORATORIES
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-1725806
----------------------- -------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
540 ALDER DRIVE
MILPITAS, CALIFORNIA 95035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
DIRECTORS' STOCK OPTION PLAN (1987)
(FULL TITLE OF THE PLAN)
DAVID L. LOWE, CHAIRMAN OF THE BOARD
ADAC LABORATORIES
540 ALDER DRIVE
MILPITAS, CALIFORNIA 95035
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 321-9100
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
COPY TO:
KRISTON D. QUALLS, ESQ.
GRAVEN PERRY BLOCK BRODY & QUALLS
523 WEST SIXTH STREET, SUITE 1130
LOS ANGELES, CALIFORNIA 90014
(213) 680-9770
===============================================================================================================================
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share Price
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock 131,666 sh $ N/A (2) $ N/A (2) $ -0- (2)
56,665 sh $17.625(3) $ 998,721(3) $302.65(3)
------- --------- ------
188,331 sh $ 998,721 $302.65
- -------------------------------------------------------------------------------------------------------------------------------
(1) Plus, in accordance with Rule 416(a), such indeterminate number of
shares as may become subject to options under the Directors' Stock
Option Plan (1987) (the "Plan") as a result of the adjustment
provisions therein.
(2) Such shares have been previously registered and a registration fee has
been paid.
(3) The registration fee for 56,665 shares of Common Stock issuable upon
exercise of options which may be granted in the future is estimated
solely for the purpose of determining the amount of the registration
fee, based upon the last sale price of Registrant's Common Stock of
$17-5/8 on the NASDAQ National Market System on August 22, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers, if applicable, an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
==============================================================================
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*.
Item 2. Registrant Information and Employee Plan Annual Information*.
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8.
2
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration
Statement:
(1) Registrant's Report on Form 10-K for its fiscal year ended
September 29, 1996;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 29, 1996;
(3) Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1997; and
(4) Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1997.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Company provide for the indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of California.
Section 317 of the General Corporation Law of the State of California
authorizes indemnification when a person is made a party to any proceeding by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or was so serving at the request of the corporation in
such capacity for another corporation, and if such person acted in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interest of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe the conduct was unlawful.
If it is determined that the conduct of such person meets these standards, such
person may be indemnified for expenses incurred and amounts paid in such
3
4
proceedings if actually and reasonably incurred in connection therewith.
If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably believed to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation
for negligence or misconduct in the performance of his or her duty; however, a
court may, even in such case, allow indemnification of such expenses as the
court deems proper. Where such person is successful in any such proceeding, he
or she is entitled to be indemnified against expenses actually and reasonable
incurred by him or her. In all other cases, indemnification is made by the
corporation upon determination by it that indemnification of such person is
proper because such person has met the applicable standard of conduct.
The Company has also entered into indemnification agreements with its
directors and certain officers which contractually obligate the Company to
indemnify such persons to the fullest extend permitted under California law.
The California General Corporation Law permits a California
corporation to include in its Articles of Incorporation a provision eliminating
or limiting the liability of directors for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under the
statute are that the provisions may not eliminate or limit a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or
its shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to the corporation or its shareholders, or (vi) for the payment
of unlawful dividends, stock purchases or redemptions. The Company's Articles
of Incorporation contain a provision eliminating the liability of the Company's
directors for breaches of their fiduciary duty, subject to the limitations
imposed by statute as described above. The provisions do not limit or
otherwise affect the personal liability or a director for violation of Federal
Securities Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
5
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of this Registration
Statement:
4.1 ADAC Laboratories Directors' Stock Option Plan (1987).
4.2 Amendments to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.3 Amendment to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.4 Amendment No. 3 to ADAC Laboratories Directors' Stock Option
Plan (1987).
4.5 Amendment No. 4 to ADAC Laboratories Directors' Stock Option
Plan (1987).
5.1 Opinion of Graven Perry Block Brody & Qualls.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Graven Perry Block Brody & Qualls (included in
Opinion of Graven Perry Block Brody & Qualls filed as Exhibit
5.1 herein).
ITEM 9. UNDERTAKINGS.
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
Provided however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
5
6
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remains
unsold at the termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) (1) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the Prospectus to each employee to whom
the Prospectus is sent or given a copy of Registrant's annual report to
shareholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case Registrant shall state in the
Prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee. If the last fiscal year of Registrant has
ended within 120 days prior to the use of the Prospectus, the annual report of
Registrant for the preceding fiscal year may be so delivered, but within such
120-day period the annual report for the last fiscal year will be furnished to
each such employee.
(2) The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in the Plan
who do not otherwise receive such material as shareholders of Registrant, at
the time and in the manner such material is sent to its shareholders, copies of
all reports, proxy statements and other communications distributed to its
shareholders generally.
(D) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities & Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or
6
7
controlling person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
7
8
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant, ADAC Laboratories, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on the 15th day of August, 1997.
ADAC LABORATORIES
By/s/ David L. Lowe
--------------------------
David L. Lowe,
Chairman of the Board
and Chief Executive Officer
8
9
POWER OF ATTORNEY
The officers and directors of ADAC Laboratories, whose signatures
appear below, hereby constitute and appoint David L. Lowe and P. Andre Simone,
and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration Statement on
Form S-8, and each of the undersigned does hereby ratify and confirm all that
said attorney and agent, or his or their substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David L. Lowe Chairman of the Board, Chief Executive August 15, 1997
- ----------------------------- Officer and Director(Principal Executive
David L. Lowe Officer)
/s/ P. Andre Simone Vice President, Chief Financial Officer August 15, 1997
- -------------------------- and Treasurer (Principal Financial and
P. Andre Simone Accounting Officer)
/s/ Stanley D. Czerwinski Director August 15, 1997
- -------------------------
Stanley D. Czerwinski
/s/ R. Andrew Eckert President, Chief Operating Officer August 15, 1997
- ----------------------------- and Director
R. Andrew Eckert
/s/ Graham O. King Director August 15, 1997
- --------------------------
Graham O. King
/s/ F. David Rollo Director August 15, 1997
- -----------------------------
F. David Rollo
/s/ Edmund H. Shea, Jr. Director August 15, 1997
- -------------------------
Edmund H. Shea, Jr.
10
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
4.1 ADAC Laboratories Directors' Stock Option Plan (1987).
4.2 Amendments to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.3 Amendment to ADAC Laboratories Directors' Stock Option Plan
(1987).
4.4 Amendment No. 3 to ADAC Laboratories Directors' Stock Option
Plan (1987).
4.5 Amendment No. 4 to ADAC Laboratories Directors' Stock Option
Plan (1987)
5.1 Opinion of Graven Perry Block Brody & Qualls.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Graven Perry Block Brody & Qualls (included in
Opinion of Graven Perry Block Brody & Qualls filed as Exhibit
5.1 herein).