SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

GLOBAL MED TECHNOLOGIES, INC.

(Name of Subject Company (Issuer))

Atlas Acquisition Corp.
Haemonetics Corporation

(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share, and
Series A Convertible Preferred Stock, $0.01 par value per share
(Title of Class of Securities)

37935E101
(CUSIP Number of Class of Securities)

Brian P. Concannon
President and Chief Executive Officer
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(781) 848-7100

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

James S. O’Shaughnessy, Esq.
General Counsel	Lisa R. Haddad, Esq.
Haemonetics Corporation	Goodwin Procter LLP
400 Wood Road	53 State Street
Braintree, Massachusetts 02184	Boston, Massachusetts 02109
(781) 848-7100	(617) 570-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$73,386,833.94	$	5,233

*	Estimated solely for purposes of calculating amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction value is based upon the offer to purchase up to 54,653,157 shares of Common Stock of Global Med Technologies, Inc. at a purchase price of $1.22 cash per share and 3,960 shares of Series A Convertible Preferred Stock at a purchase price of $1,694.44 cash per share. Such number of shares of Common Stock represents the total of 38,160,594 issued and outstanding shares of Common Stock, outstanding options with respect to 6,420,271 shares of Common Stock, and outstanding warrants with respect to 10,072,292 shares of Common Stock, in each case as of February 18, 2010. Such number of shares of Series A Convertible Preferred Stock represents all issued and outstanding shares of Series A Convertible Preferred Stock as of February 18, 2010.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, equals 0.00007130 of the transaction valuation.
þ	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 registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$	5,233	Filing Party:	Haemonetics Corporation and Atlas Acquisition Corp.
Form or Registration No.:	Schedule TO		Date Filed:	February 19, 2010

o 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:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o 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: o

     This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2010, as amended by that certain Amendment No. 1 to the Schedule TO filed with the SEC on February 25, 2010 (as so amended, the “Schedule TO”). The Schedule TO relates to the offer by Atlas Acquisition Corp., a Colorado corporation (“Acquisition Corp.”) and a direct wholly-owned subsidiary of Haemonetics Corporation, a Massachusetts corporation (“Haemonetics”), to purchase all of the outstanding shares of common stock, $0.01 par value per share (the “Common Shares”), of Global Med Technologies, Inc., a Colorado corporation (“Global Med”), at a purchase price of $1.22 per Common Share, net to the seller in cash, without interest thereon, less any applicable withholding taxes, and to purchase all of the outstanding shares of Global Med’s Series A Convertible Preferred Stock, $0.01 par value per share (the “Preferred Shares,” and together with the Common Shares, the “Shares”), at a purchase price of $1,694.44 per Preferred Share, net to the seller in cash, without interest thereon, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 19, 2010, as amended and supplemented (the “Offer to Purchase”), and in the related Letter of Transmittal for the Preferred Shares and the Letter of Transmittal for the Common Shares (each, as the context requires, the “Letter of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer.” This Amendment is being filed on behalf of Acquisition Corp. and Haemonetics.

     The information set forth in the Offer to Purchase, including Annex I thereto, the Letter of Transmittal for the Common Shares and the Letter of Transmittal for the Preferred Shares, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C) thereto, respectively, is incorporated by reference in the answers to Items 1 through 9 and Item 11 of the Schedule TO and this Amendment, as applicable, and is supplemented by the information specifically provided in the Schedule TO and this Amendment.

     Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO and the information incorporated therein. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

ITEM 4. TERMS OF THE TRANSACTION

     The Offer to Purchase, incorporated by reference in its entirety into Item 4(a) of the Schedule TO, is hereby amended as set forth in Item 5 and Item 11 of this Amendment.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     The information incorporated by reference into Items 5(a) and (b) of the Schedule TO is amended by the following amendment to the Offer to Purchase:

     “THE TENDER OFFER” — Section 11 (“Contacts and Transactions with Global Med; Background of the Offer”)

     The second to last paragraph on page 19 in Section 11 of the Offer to Purchase entitled “Contacts and Transactions with Global Med; Background of the Offer” which begins “Following a call on December 31, 2009” is deleted in its entirety and replaced by the following:

     “Also on December 31, 2009, the parties’ counsel and Mr. Lindop had a telephone conference during which they discussed the tender offer structure and valuation. In particular, during this call, a representative of Ducker Montgomery attempted to induce Haemonetics to improve the proposed pricing set forth in its November 8, 2009 non-binding indication of interest, noting that Global Med might have difficulty obtaining a fairness opinion on an offer with a price within Haemonetics’ range. In response, Mr. Lindop indicated that Haemonetics would not make an offer above this range of $1.15 to $1.25 in cash per fully-diluted Share.

     Thereafter and through January 7, 2010, general negotiations among the parties and Haemonetics’ due diligence efforts were temporarily suspended while the transaction structure and valuation continued to be discussed. During this period, Mr. Gilmore asked Haemonetics to narrow its previously offered price range or submit the exact

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price it was prepared to offer. During one of these discussions on January 7^th, Mr. Gilmore told Mr. Lindop that a price in the lower end of Haemonetics’ previously offered price range may not be acceptable. Mr. Lindop declined to narrow Haemonetics’ proposed price range at that time because Haemonetics’ due diligence had not been completed. Specific pricing was not discussed again by the parties until January 22, 2010.”

     The seventh paragraph on page 20 in Section 11 of the Offer to Purchase entitled “Contacts and Transactions with Global Med; Background of the Offer” which begins “During the week of January 25, 2010” is amended to fix a typographical error by replacing the reference to the date “December 15, 2009” with “December 21, 2009.”

ITEM 11. ADDITIONAL INFORMATION.

     The section of the Offer to Purchase entitled “THE TENDER OFFER” — Section 11 (“Contacts and Transactions with Global Med; Background of the Offer”), incorporated into Item 11(a)(1) of the Schedule TO by reference, is hereby amended as set forth in Item 5 of this Amendment.

     The information incorporated by reference into Items 11(a)(2) and (3) of the Schedule TO is amended by the following amendment to the Offer to Purchase:

     “THE TENDER OFFER” — Section 14 (“Certain Conditions of the Offer”)

     Paragraph (e) on page 39 in Section 14 of the Offer to Purchase entitled “Certain Conditions of the Offer” is amended by adding “as determined in the reasonable judgment of Haemonetics and us” to the end of such paragraph.

     Paragraph (f) on page 39 in Section 14 of the Offer to Purchase entitled “Certain Conditions of the Offer” is amended by adding “as determined in the reasonable judgment of Haemonetics and us” to the end of such paragraph.

     The first sentence of the last paragraph on page 39 in Section 14 of the Offer to Purchase entitled “Certain Conditions of the Offer” is amended by adding “prior to the Expiration Date (except for those conditions dependent upon the receipt of necessary governmental approvals)” after the phrase “at any time and from time to time” in such sentence.

     The Offer to Purchase, incorporated by reference in its entirety into Item 11(b) of the Schedule TO, is hereby amended as set forth in Item 5 and this Item 11 of this Amendment.

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SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	HAEMONETICS CORPORATION
Dated: March 9, 2010	By:	/s/ Brian P. Concannon
		Name:	Brian P. Concannon
		Title:	President and Chief Executive Officer
	ATLAS ACQUISITION CORP.
Dated: March 9, 2010	By:	/s/ James S. O’Shaughnessy
		Name:	James S. O’Shaughnessy
		Title:	Secretary

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CORRESP

Lisa R. Haddad
617.570.8311
lhaddad@
goodwinprocter.com Goodwin Procter LLP
Counsellors at Law
Exchange Place
Boston, MA 02109
T: 617.570.1000
F: 617.523.1231

March 9, 2010

VIA EDGAR AND FEDEX

Ms. Mellissa Campbell Duru
Special Counsel
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628

Re: Global Med Technologies, Inc.
Schedule TO-T filed by Atlas Acquisition Corp. and Haemonetics Corporation
Amendment No. 1 to Schedule TO-T filed by Atlas Acquisition Corp. and Haemonetics Corporation
Filed: February 19 and 25, 2010
File No. 5-54591

Dear Ms. Campbell Duru:

     This letter is submitted on behalf of Atlas Acquisition Corp. (“Acquisition Corp.”) and Haemonetics Corporation (“Haemonetics” and, together with Acquisition Corp., the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Schedule TO-T filed on February 19, 2010, including the Offer to Purchase, dated February 19, 2010, incorporated therein (the “Offer to Purchase”), and Amendment No. 1 to the Schedule TO-T filed on a Schedule TO-T/A on February 25, 2010 (as amended, the “Schedule TO-T”) set forth in the Commission’s letter to Goodwin Procter LLP, dated March 3, 2010 (the “Comment Letter”). The Company is filing concurrently herewith Amendment No. 2 to the Schedule TO-T (“Amendment No. 2”), which includes changes in response to the Staff’s comments.

     For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. Capitalized terms that are used herein but not otherwise defined shall have the meanings ascribed thereto in the Offer to Purchase. The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Ms. Mellissa Campbell Duru
March 9, 2010
Page 2

Contacts and Transactions with Global Med; Background of the Offer, page 17

Comment No. 1

     Consistent with the requirements of Item 5 of Schedule TO and corresponding Item 1005 of Regulation M-A, please revise to provide a more detailed account of the negotiations that occurred with respect to the $1.22 offer price per share. We note, for example, the general reference to “valuation” discussions amongst the parties on January 7, 2010. In addition, if applicable, please revise to provide a more detailed description of whether knowledge of alternative and potentially competing transactions, factored into the negotiations of the offer price.

Response to Comment No. 1:

     In response to the Staff’s comment, the Company has revised the disclosure on page 19 of the Offer to Purchase to provide a more detailed account of the applicable events related to the negotiations with respect to the price per Share in the Offer. As a general matter and as disclosed in the Offer to Purchase and Amendment No. 2, Haemonetics provided a range of $1.15 to $1.25 in cash per fully-diluted Share in its November 8, 2009 non-binding indication of interest letter to Global Med. Haemonetics did not narrow this offered price range or submit an exact price to Global Med until January 22, 2010, which was shortly after Haemonetics substantially completed its due diligence. At that time, Haemonetics proposed the Offer price of $1.22 per fully-diluted Share.

Section 14, Certain Conditions of the Offer, page 37

Comment No. 2

     A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control of the bidder. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. In that regard, we refer to conditions in paragraphs (e) and (f). It would appear that determination of whether Global Med had materially breached the agreement would be determined in the bidders’ sole discretion and without qualification to any standard of reasonableness. Similarly, determination of whether a Seller Material Adverse Effect had occurred appears to be an unqualified determination left to the sole discretion of the bidders. Given that the filing persons have reserved the right to assert the occurrence of an offer condition for reasons that do not appear objectively verifiable, the filing persons have created the implication that they may conduct an illusory offer in potential contravention of Section 14(e). Please revise the cited conditions to include an objective standard, such as a standard of reasonableness, against which the filing persons’ discretion may be judged.

Ms. Mellissa Campbell Duru
March 9, 2010
Page 3

Response to Comment No. 2:

     In response to the Staff’s comment, the referenced disclosure on page 39 of the Offer to Purchase has been revised as set forth in Amendment No. 2 to provide that any determination by the Company with respect to the conditions set forth in paragraphs (e) and (f) be made in the Company’s “reasonable judgment.”

Comment No. 3

     Please refer to the last paragraph of this section relating to the bidders’ ability to assert or waive the conditions in whole or in part “at any time and from time to time in [y]our sole discretion, in each case, subject to the terms of the Merger Agreement...” Please revise to clarify that all conditions, other than that of governmental approvals, must be satisfied or waived prior to the expiration of the offer.

Response to Comment No. 3:

     In response to the Staff’s comment, the referenced disclosure on page 39 of the Offer to Purchase has been revised as set forth in Amendment No. 2 to clarify that all conditions, other than that of governmental approvals, must be satisfied or waived prior to the expiration of the Offer.

Comment No. 4

     Please refer to the last paragraph of this section relating to your failure to exercise any of the rights described in this section. Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s). Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so. Please confirm your understanding in your response letter.

Response to Comment No. 4:

     The Company supplementally confirms its understanding of the Staff’s position.

Comment No. 5

     We refer to language regarding the bidders’ failure to exercise any of the rights described in this section. When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the bidders should inform holders of securities how they intend to proceed promptly, rather than wait until the end of the offer period, unless the

Ms. Mellissa Campbell Duru
March 9, 2010
Page 4

condition is one where satisfaction of the condition may be determined only upon expiration. Please confirm the bidders’ understanding in your response letter.

Response to Comment No. 5:

     The Company supplementally confirms its understanding of the Staff’s position.

     As requested in the Comment Letter, the Company acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-8311.

Very truly yours,
 

/s/ Lisa R. Haddad  

Lisa R. Haddad 

cc: James S. O’Shaughnessy
    Haemonetics Corporation
Arthur R. McGivern
    Goodwin Procter LLP
Martin T. Schrier
K&L Gates LLP