8-K 1 a2032249z8-k.txt FORM 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 November 17, 2000 Date of Report (Date of earliest event reported) ADAC LABORATORIES (Exact name of registrant as specified in its charter) California 0-9428 94-1725806 ------------------------------- ------------------------ -------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 540 Alder Drive Milpitas, California 95035 (Address of principal executive offices) (408) 321-9100 (Registrant's telephone number, including area code ITEM 2. On October 24, 2000, ADAC Laboratories, a California corporation ("ADAC") entered into an Agreement and Plan of Merger ("Merger Agreement") by and among ADAC, ADAC Healthcare Information Systems, Inc., a Texas corporation and wholly-owned subsidiary of ADAC ("HCIS"), Cerner Corporation, a Delaware corporation ("Cerner") and Cerner RIS Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Cerner ("Acquisition Sub") pursuant to which Acquisition Sub will merge with and into HCIS (the "Merger"), as is more fully described in the Merger Agreement. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. On November 17, 2000, all conditions to closing were satisfied and the Merger closed. Cerner will pay a total of approximately $6 million cash consideration for the shares of HCIS, of which approximately $4 million was paid at closing, $1 million is to be paid on November 17, 2001 and the remaining $1 million is to be paid on November 17, 2002, subject to adjustment. The consideration amount was determined pursuant to arms-length negogiations. HCIS is located in Houston, Texas and provides information and image management solutions for radiology departments of healthcare facilities. Cerner designs, develops and supports information systems and content solutions for health organizations and consumers. On October 24, 2000, ADAC and Cerner issued a press release announcing the signing of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference. On November 21, 2000, Cerner issued a press release announcing the closing of the Merger, a copy of which is attached hereto as Exhibit 99.2 and is incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBIT C. (a) Financial statements of Business Acquired. None. (b) Pro Forma Financial Information. To be filed by amendment. (c) Exhibits. See attached. EXHIBIT NUMBER DESCRIPTION 2.1 Merger Agreement, dated as of October 24, 2000, by and among ADAC, HCIS, Cerner and Acquisition Sub 99.1 Press release dated October 24, 2000 99.2 Press release dated November 21, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADAC LABORATORIES Dated: December 1, 2000 By: /s/ Andrew Eckert ------------------------- Andrew Eckert Chief Executive Officer EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 2.1 Merger Agreement, dated October 24, 2000, by and among ADAC, HCIS, Cerner and Acquisition Sub 99.1 Press release dated October 24, 2000. 99.2 Press release dated November 21, 2000