-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QlxYoGJw0sLJxSKFVcy9lIuk7XNXu+SUs+9Re+sVzJMPtSm69mNsAW5Hh+QC1NFu Pitz4eEtaCqK/Vj4zsmHbA== 0000912057-00-001205.txt : 20000202 0000912057-00-001205.hdr.sgml : 20000202 ACCESSION NUMBER: 0000912057-00-001205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000113 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAC LABORATORIES CENTRAL INDEX KEY: 0000313798 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 941725806 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09428 FILM NUMBER: 507002 BUSINESS ADDRESS: STREET 1: 540 ALDER DR CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4083219100 MAIL ADDRESS: STREET 1: 540 ALDER DR CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 8-K 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): January 13, 2000 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 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (408) 321-9100 --------------------------- Not applicable - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On January 13, 2000, ADAC Laboratories (the "Company") issued a press release announcing it had reached agreements-in-principle to settle the consolidated class action lawsuit pending against the Company and the related derivative litigation filed against current and former officers and directors of the Company. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference. - 2 - ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated January 13, 2000. - 3 - 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: January 13, 2000 By: /s/ Neil J. Laird ---------------------------------- Neil J. Laird Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Bruce Blanco, Vice President Finance Director, Corporate Communications Phone: 408-468-3799 Pager: 800-223-7482 ADAC LABORATORIES ANNOUNCES AGREEMENTS-IN-PRINCIPLE TO SETTLE CLASS ACTION AND DERIVATIVE LITIGATION Milpitas, CA, January 13, 2000 --- ADAC Laboratories (NASDAQ: ADAC) today announced that it has reached an agreement-in-principle to settle the consolidated class action lawsuit currently pending against the Company. The plaintiff class will receive $20 million in full settlement of their claims. A final settlement is contingent upon the satisfaction of numerous conditions, including among others, approvals by the Federal Court in the Northern District of California and by the Company's Board of Directors. In addition, ADAC announced it has concurrently reached an agreement-in-principle to settle related derivative litigation filed against current and former officers and directors of the Company. The derivative settlement calls for the defendants to contribute their respective benefits under certain Directors and Officers Insurance Policies to the Company. This settlement is similarly contingent on satisfying certain conditions. The total pre-tax cost of these settlements to ADAC, net of insurance, is expected to approximate $9 million. As a result, the Company announced that it intends to record a non-ordinary pre-tax charge of $10-11 million representing its total costs for the settlements, including the related legal fees to bring these matters to a conclusion. These charges will be recorded in ADAC's first fiscal 2000 quarter ended January 2, 2000. R. Andrew Eckert, ADAC's Chairman and CEO stated, "The settlement of this litigation will be an important milestone for our Company. We feel that by resolving the litigation now, we can move forward more confidently, focusing all our energies on achieving our strategic objectives and creating shareholder value." He went on to say, "we will have no further comment on the litigation until the settlements have been finalized." ADAC Laboratories is the world market-share leader in nuclear medicine and radiation therapy planning systems and a technology leader in providing clinical workflow solutions, management information and knowledge systems to healthcare organizations in North America. ADAC is headquartered in Milpitas, CA with its HealthCare Information Systems Division in Houston, TX. Additional information about ADAC can be found on its web site at www.adaclabs.com. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the approval of agreements-in-principle to settle certain class action and derivative litigation involving the Company, the total cost to the Company of the settlement, and the impact of the settlement on the Company's results of operations and financial condition for the first quarter of fiscal 2000. Factors that could cause actual results to differ materially from those contained in such forward-looking statements include, but are not limited to, failure of the parties to consummate the settlement on the terms described or at all, and in the absence of such a settlement, risks associated with the ultimate economic impact on the Company of the class action and derivative litigation. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements. -----END PRIVACY-ENHANCED MESSAGE-----