SC TO-T/A

As filed with the Securities and Exchange Commission on December 13, 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. 7)

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. 7 ("Amendment No. 7") 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, Amendment No. 5 and Amendment No. 6 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. 7, 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 11.   Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented to include the following paragraph:

The expiration date of the tender offer has been extended to 5:00 p.m., New York City time, on Friday, December 15, 2000, unless further extended. In addition on December 13, 2000, Royal Philips issued a press release announcing the extension of the tender offer, which is attached as an exhibit hereto and incorporated herein by reference.

Item 12.   Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:

99(a)(16) Text of press release issued by Royal Philips on December 13, 2000.

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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 13, 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)(16)	Text of press release issued by Royal Philips on December 13, 2000.

EX-99.(A).(16)

EXHIBIT 99(a)(16)

PHILIPS EXTENDS TENDER OFFER FOR SHARES OF ADAC LABORATORIES TO FRIDAY DECEMBER 15, 2000; NO ANTITRUST OBSTACLES TO COMPLETING TENDER OFFER

88.5% OF FULLY DILUTED SHARES SO FAR TENDERED OR COVERED BY GUARANTEED DELIVERY NOTICES

Amsterdam, the Netherlands - December 13, 2000: Royal Philips Electronics (AEX: PHI, NYSE: PHG) announced today that it has extended the expiration date of its $18.50 per share cash tender offer for all of the outstanding shares of common stock of ADAC Laboratories (NASDAQ: ADAC), until 5:00 p.m., New York City time, on Friday, December 15, 2000.

As of 12:00 midnight, New York City time, on Tuesday, December 12, 2000, approximately 17,558,749 ADAC shares had been validly tendered and not withdrawn pursuant to the tender offer. In addition, notices of guaranteed delivery with respect to approximately 1,954,509 ADAC shares had been received by the depositary for the offer. The shares tendered and not withdrawn and the shares as to which notices of guaranteed delivery have been received represent in the aggregate approximately 88.5% of the total outstanding shares of ADAC common stock on a fully diluted basis, calculated in accordance with the merger agreement.

The tender offer commenced on November 14, 2000 and is now scheduled to expire at 5:00 p.m., New York City time, on Friday, December 15, 2000, unless further extended.

Pursuant to the terms of the merger agreement, Philips may extend the offer one or more times up to a maximum of ten business days. If as of such tenth business day there have not been validly tendered at least 90% of the outstanding shares of common stock of ADAC Laboratories, calculated on a fully diluted basis, then Philips has a number of options. It must either amend the offer to reduce the number of shares subject to the offer to 49.90% of the outstanding shares of ADAC common stock (in which case Philips would cause ADAC to call a shareholders’ meeting after completion of the amended offer for the purpose of securing approval of the merger and the merger agreement by a majority vote of the ADAC shareholders). Or Philips must amend the offer in contemplation of the exercise of an option that ADAC has granted to Philips, which will permit Philips to purchase that number of shares of ADAC common stock, which, when combined with shares of common stock of ADAC issuable upon exercise of the option, equals 90.1% of the ADAC shares then outstanding calculated on a fully diluted basis. In the event that Philips acquires more than 90% of the outstanding ADAC shares, it will be able to effect the merger without a vote of ADAC’s shareholders.

As previously announced, the waiting period in the USA applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act has expired and Philips has in the mean time been advised that German antitrust clearance has been obtained.

Antitrust filings have also been made in Austria, Brazil and Italy. None of these jurisdictions will prohibit Philips from purchasing any shares pursuant to the offer, although local post-closing implementation may need to be postponed with regard to some of these jurisdictions until local clearance is received.

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

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.

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

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.

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.