SC TO-T/A

As filed with the Securities and Exchange Commission on December 8, 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. 5)

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 1/50^th 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. 5 ("Amendment No. 5") 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 and Amendment No. 4 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, 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. 5, 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.

1

Item 12.   Exhibits.

The following is attached as an exhibit to this Schedule TO:

99(a)(11)      Text of Press release issued by Royal Philips and ADAC Laboratories on December 8, 2000.

2

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 8, 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)(11)        Text of Press release issued by Royal Philips and ADAC Laboratories on December 8, 2000. EX-99.(A)(11) 2 0002.htm PRESS RELEASE

EXHIBIT 99(a)(11)

PHILIPS ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD REGARDING PENDING ACQUISITION OF ADAC LABORATORIES

Amsterdam, the Netherlands, and Milpitas, California – December 8, 2000: Royal Philips Electronics (AEX: PHI, NYSE: PHG) and ADAC Laboratories (NASDAQ: ADAC) announced today that the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Philips’ pending acquisition of ADAC Laboratories. This means that the US antitrust authorities see no reason to block the intended transaction in the USA, where ADAC generates approximately 80% of its turnover.

Antitrust filings are also required in Austria, Brazil, Germany and Italy. Philips is confident that none of these jurisdictions will prohibit Philips from purchasing any shares tendered pursuant to the tender offer, although local post-closing implementation may need to be postponed with regard to some of these jurisdictions until local clearance is received.

As previously announced, Philips Holding USA Inc. and ADAC Laboratories have entered into a merger agreement pursuant to which a wholly owned subsidiary of Philips Holding USA Inc., Philips Medical Acquisition Corporation, commenced on November 14, 2000, an all-cash tender offer for all of ADAC Laboratories’ outstanding shares of common stock at a price of $18.50 per share. The offer will expire at 12:00 midnight, New York City time, on Tuesday, December 12, 2000, unless the offer is extended.

The acquisition will enable Philips Medical Systems, a leader in diagnostic imaging and related services, to offer healthcare providers worldwide an even broader range of systems to diagnose and treat diseases, such as cardiovascular disease and cancer.

ADAC Laboratories is a worldwide market leader in nuclear medicine imaging equipment and radiation therapy planning systems. The company offers a broad range of nuclear medicine systems that are used primarily in the diagnosis of heart disease and cancer. In addition, ADAC Laboratories is an emerging leader in positron emission tomography (PET) imaging. PET provides physicians with solutions for accurate cancer disease management. The market for PET systems has grown dramatically in the past year due to expanded Medicare reimbursement, and the widespread acceptance of PET in the U.S.A. for cancer diagnosis, staging and treatment follow-up.

Philips Medical Systems is a leader in diagnostic imaging and related services and offers a robust portfolio, including Catheterization Labs, MR, CT, X-ray, and ultrasound systems, as well as information technology solutions that address the radiology, general imaging, surgical and cardiovascular markets.

The cash tender offer is subject to Philips acquiring at least 90% of all outstanding ADAC Laboratories’ shares calculated on a fully diluted basis in accordance with the merger agreement. However, if more than 50% but fewer than 90% of such shares are tendered into the offer, Philips will under certain circumstances reduce the number of shares subject to the offer to 49.9% of the outstanding shares and subsequently pursue a merger with ADAC Laboratories.

ADAC Laboratories’ revenues for its fiscal year 2000, ended October 1, 2000, were $324.4 million. Its net income for continuing operations before non-ordinary charges was $15.7 million. The company employs more than 900 people; its headquarters and principal manufacturing facility are in Milpitas, California.

For further information:
Ben Geerts, Philips Corporate Communications, tel: +31 20 5977215
Linda Snyder, ADAC Laboratories, tel: +1 408 468 3750

ADAC Laboratories’ shareholders are advised to read the tender offer statement regarding the business combination between ADAC Laboratories and Philips referred to in the news release above, which was filed by Philips Holding USA Inc. and Philips Medical Acquisition Corporation, wholly-owned subsidiaries of Philips, with the U.S. Securities and Exchange Commission, and the related solicitation/recommendation statement that was filed by ADAC Laboratories with the Commission. The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect to the tender offer. These documents have been made available to all holders of ADAC Laboratories common stock at no expense to them. These documents are also available at no charge at the SEC web site at www.sec.gov. The press release above is neither an offer to purchase nor a solicitation of an offer to sell securities of ADAC Laboratories. The tender offer is made solely by an offer to purchase and related letter of transmittal as disseminated upon the commencement of the tender offer.

Royal Philips Electronics of the Netherlands is one of the world’s biggest electronics companies and Europe’s largest, with sales of EUR 31.5 billion in 1999. It is a global leader in color television sets, lighting, electric shavers, color picture tubes for televisions and monitors, and one-chip TV products. Its 239,370 employees in more than 60 countries are active in the areas of lighting, consumer electronics, domestic appliances, components, semiconductors and medical systems. Philips is quoted on the NYSE (symbol: PHG), London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is located at www.news.philips.com

EX-99.(A)(11)

Press release issued by Royal Philips and ADAC Laboratories on December 8, 2000