SC TO-T/A

As filed with the Securities and Exchange Commission on December 18, 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. 9)

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:   [X]

             This Amendment No. 9 ("Amendment No. 9") 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, Amendment No. 6, Amendment No. 7 and Amendment No. 8 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. 9, 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 4.   Terms of the Transaction.

Item 4 of the Schedule TO is hereby amended and supplemented to include the following paragraph:

The tender offer expired at 1:00 p.m., New York City time, today, Monday, December 18, 2000. At the expiration of the offer approximately 19,679,060 ADAC Laboratories Shares had been validly tendered and not withdrawn pursuant to the tender offer, not including approximately 197,533 Shares covered by notices of guaranteed delivery. All such Shares have been accepted for payment in accordance with the terms of the offer. The number of Shares tendered represents in excess of 90.56% of the issued and outstanding ADAC Shares. Pursuant to the terms of the merger agreement, Philips will shortly complete its acquisition of ADAC Laboratories by effecting a "short form" merger under California law, in which the remaining ADAC Shares will be converted into the right to receive $18.50 net per share in cash.

Item 11. Additional Information.

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

On December 18, 2000, Royal Philips issued a press release announcing the expiration of the tender offer and the acceptance for payment of validly tendered shares, 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)(18) Text of press release issued by Royal Philips on December 18, 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 18, 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)(18)	Text of press release issued by Royal Philips on December 18, 2000.

EX-99.(A).(18)

EXHIBIT 99(a)(18)

PHILIPS COMPLETES TENDER OFFER FOR ADAC LABORATORIES; OVER 90.56% OF SHARES TENDERED

Amsterdam, the Netherlands, and Milpitas, California - December 18, 2000: Royal Philips Electronics (AEX: PHI, NYSE: PHG) and ADAC Laboratories (NASDAQ: ADAC) announced today the expiration of Philips' $18.50 per share cash tender offer for all the issued and outstanding shares of common stock of ADAC Laboratories. The offer expired at 1:00 p.m., New York City time, today, Monday, December 18, 2000.

At the expiration of the offer approximately 19,679,060 ADAC shares had been validly tendered and not withdrawn pursuant to the tender offer, not including approximately 197,533 shares covered by notices of guaranteed delivery. All such shares have been accepted for payment in accordance with the terms of the offer.

The number of shares tendered represents in excess of 90.56% of the issued and outstanding ADAC shares. Pursuant to the terms of the merger agreement, Philips will shortly complete its acquisition of ADAC Laboratories by effecting a “short form” merger under California law, in which the remaining ADAC Laboratories shares will be converted into the right to receive $18.50 net per share in cash.

Commenting on the closing of the tender offer, Hans Barella, President and CEO of Philips Medical Systems said, “We are very pleased to have successfully completed this transaction on schedule, and will now move fast to bring our US operations together.”

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.