8-K/A 1 a2032957z8-ka.txt 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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) ADAC Laboratories, a California corporation ("ADAC") hereby amends the following items, financial statements, exhibits, or other portions of its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on December 1, 2000 as set forth below: ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBIT C. (b) Pro Forma Financial Information ADAC LABORATORIES AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma consolidated financial statements of ADAC Laboratories and Subsidiaries ("ADAC") set forth below consist of the unaudited pro forma consolidated balance sheet as of July 2, 2000 and the unaudited pro forma consolidated statements of operations for the nine months ended July 2, 2000 and for the years ended October 3, 1999, September 27, 1998 and September 28, 1997. The unaudited pro forma consolidated balance sheet was prepared to give effect to the disposition of ADAC HealthCare Systems, Inc. ("HCIS"), including the cardiology business unit, as if it had occurred on July 2, 2000. The unaudited pro forma consolidated statements of operations were prepared to give effect to the disposition of HCIS, including the cardiology business unit, as if it had occurred on September 30, 1996. The unaudited pro forma consolidated balance sheet presented below does not purport to represent what ADAC's financial position actually would have been had the disposition of HCIS, including the cardiology business unit, occurred on the date indicated or to project ADAC's financial position for any future period. The unaudited pro forma consolidated statements of operations set forth below do not purport to represent what ADAC's operations actually would have been or to project ADAC's operating results for any future period. The unaudited pro forma adjustments are based upon currently available information and certain assumptions that ADAC believes are reasonable. The unaudited pro forma consolidated financial statements should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations " and the historical consolidated financial statements contained in ADAC's Quarterly Report on Form 10-Q as of July 2, 2000 and the 1999 Annual Report on Form 10-K as of October 3, 1999. The unaudited pro forma consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and are presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have occurred if the disposition had been consummated on July 2, 2000 or September 30, 1996, respectively, nor is it necessarily indicative of future operating results or financial position. ADAC LABORATORIES AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JULY 2, 2000 (AMOUNTS IN THOUSANDS)

See accompanying notes to the unaudited pro forma consolidated financial statements. ADAC LABORATORIES AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED JULY 2, 2000 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

See accompanying notes to the unaudited pro forma consolidated financial statements. ADAC LABORATORIES AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 3, 1999 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

See accompanying notes to the unaudited pro forma consolidated financial statements. ADAC LABORATORIES AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 27, 1998 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

See accompanying notes to the unaudited pro forma consolidated financial statements. ADAC LABORATORIES AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 28, 1997 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

See accompanying notes to the unaudited pro forma consolidated financial statements. ADAC LABORATORIES AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS NOTE 1-BASIS OF PRESENTATION: On October 24, 2000, ADAC Laboratories, a California corporation ("ADAC") entered into an agreement and Plan 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. On October 10, 2000, prior to the agreement with Cerner, ADAC entered into an agreement with Camtronics, LTD, ("Camtronics"), a Wisconsin corporation to sell certain assets comprising the cardiology business unit of HCIS. On November 8, 2000, all conditions to the closing of the sale of the cardiology business unit were satisfied and this transaction was closed. Camtronics will pay a total of approximately $0.7 million cash consideration for the assets comprising the cardiology business unit of HCIS, of which approximately $0.2 million was paid at closing, $0.1 million is to be paid on November 8, 2001 and the remaining $0.3 million is to be paid on November 8, 2002, subject to adjustment. On November 17, 2000, all conditions to the closing of the sale of HCIS were satisfied and the Merger was 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. 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. The unaudited pro forma consolidated financial statements presented are not necessarily indicative of future results of operations of ADAC which would have resulted had the disposition taken place during the periods reported. The unaudited pro forma consolidated balance sheet presents the consolidated financial position of ADAC assuming the disposition of HCIS, including the cardiology business unit had been consummated on July 2, 2000. The unaudited pro forma consolidated statements of operations for the nine months ended July 2, 2000 and for the years ended October 3, 1999, September 27, 1998 and September 28, 1997, present the consolidated results of operations of ADAC assuming that the disposition had been consummated as of September 30, 1996. The Unaudited pro forma consolidated statements of operations exclude the effects of the loss on sale and the related charges incurred in connection with the disposition of HCIS, including the cardiology business unit. These amounts are reflected as charges to the accumulated deficit in the unaudited pro forma consolidated balance sheet. NOTE 2-INCOME (LOSS) PER SHARE: Basic net income (loss) per share has been computed using the weighted average number of common stock shares outstanding. Diluted net income (loss) per share includes the effect of common stock options and warrants using the treasury stock method, if dilutive. The calculation of basic and diluted net income (loss) per share is as follows:

If the Company had reported net income in fiscal year 1999, total diluted shares would have been increased by shares for $284,000 options. NOTE 3-PRO FORMA ADJUSTMENTS: Consolidated Balance Sheet The following notes describe the historical and pro forma adjustments found on the accompanying unaudited pro forma consolidated balance sheet. (1) The amounts included in the Disposition column reflect the assets and liabilities involved in the transactions. (2) To record the tax benefit associated with the loss on disposition. (3) Reflects the cash proceeds from the disposition of HCIS, including the cardiology business unit. The Company intends to use the pre-tax cash proceeds from the sales as an immediate reduction in short-term debt. (4) Reflects the present value of notes receivable from the disposition of HCIS, including the cardiology business unit discounted at the Company's external cost of funds rate of 8.63%. (5) Reflects the accrued transaction costs and net liabilities of the cardiology business unit retained by ADAC. (6) To record the loss on disposition of $13.5 million, net of an income tax benefit of $5.1 million. Consolidated Statements of Operations The following notes describe the historical and pro forma adjustments found on the accompanying unaudited pro forma consolidated statements of operations. (7) The amounts included in the Disposition column on the consolidated statements of operations reflect the HCIS business, including the cardiology business unit disposed of. (8) Reflects the reduction in interest expense and addition of interest income, as a result of the $4 million of the proceeds from the sales being used to reduce short-term debt. The reduction in interest expense was calculated using the Company's external cost of funds rate of 8.63%. (9) The adjustment for income taxes is based upon statutory income tax rates. 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 11, 2000 By: /s/ Andrew Eckert ------------------------- Andrew Eckert Chief Executive Officer

ADAC LABORATORIES 8-K/A