SC 13D/A 1 a1026637.txt AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) (AMENDMENT NO. 6)* Immucor, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value ------------------------------------------------------------------------------- (Title of Class of Securities) 452526106 ------------------------------------------------------------------------------- (CUSIP Number) James F. Rice, Managing Director c/o Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (781) 635-1121 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 2001 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 11 Pages) ---------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 452526106 13D/A PAGE 2 OF 8 ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kairos Partners, LP (Tax ID: 04-3521249) Kairos Partners GP, LLC Aim High Enterprises, Inc. StoneGate Partners, LLC ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) x ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC--SEE ITEM 3 ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kairos Partners, LP is a Delaware limited partnership. Kairos Partners GP, LLC is a Delaware limited liability corporation. Aim High Enterprises, Inc. is a Delaware corporation. StoneGate Partners, LLC is a Massachusetts limited liability corporation. ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None ---------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 728,170 shares--See Item 5 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH None ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 728,170 shares--See Item 5 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 728,170 shares--See Item 5 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] Not Applicable. CUSIP No. 452526106 13D/A PAGE 3 OF 8 ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0% (based on 7,277,617 shares of Common Stock outstanding as of April 12, 2001, as reported by the Issuer in its Form 10-Q for the quarter ended February 28, 2001). ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) Kairos Partners, LP--PN Kairos Partners GP, LLC--OO (limited liability company) Aim High Enterprises, Inc.--CO StoneGate Partners, LLC--OO (limited liability company) ------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER: (a) This Amendment No. 5 relates to the common stock, $.10 par value per share, of Immucor, Inc. (the "Common Stock"). (b) The names and addresses of the principal executive officers of the Issuer are as follows: Edward L. Gallup, President and Chief Executive Officer Ralph A. Eatz, Senior Vice President - Operations Dr. Gioacchhino De Chirico, Director of European Operations and President, Immucor Italia S.r.1 Steven C. Ramsey, Vice President - Chief Financial Officer and Secretary Patrick Waddy, President of Dominion Biologicals Limited and European Finance Director Address: c/o Immucor, Inc. 3130 Gateway Drive P.O. Box 5625 Norcross, Georgia 30091 ITEM 2. IDENTITY AND BACKGROUND 1. (a) Kairos Partners, LP, a limited partnership organized under the laws of the State of Delaware ("Kairos"). (b) Address: c/o Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (c) Principal Business: Investments (d) During the last five years, Kairos has not been convicted in a criminal proceeding. CUSIP No. 452526106 13D/A PAGE 4 OF 8 (e) During the last five years, Kairos was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws 2. (a) Kairos Partners GP, LLC, a limited liability corporation organized under the laws of the State of Delaware ("Kairos GP"). Kairos GP is the general partner of Kairos. (b) Address: c/o Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (c) Principal Business: Investments (d) During the last five years, Kairos GP has not been convicted in a criminal proceeding. (e) During the last five years, Kairos GP was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws 3. (a) Aim High Enterprises, Inc. jointly controls Kairos GP with StoneGate Partners, LLC (see below). (b) Address: Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (c) Principal Business: Investments (d) During the last five years, Aim High Enterprises, Inc. has not been convicted in a criminal proceeding. (e) During the last five years, Aim High Enterprises, Inc. was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Aim High Enterprises, Inc. is a corporation organized under the laws of the State of Delaware. CUSIP No. 452526106 13D/A PAGE 5 OF 8 4. (a) StoneGate Partners, LLC jointly controls Kairos GP with Aim High Enterprises, Inc. (see above). (b) Address: StoneGate Partners, LLC 45 Milk Street, 7th Floor Boston, MA 02109 (c) Principal Business: Investments (d) During the last five years, StoneGate Partners, LLC has not been convicted in a criminal proceeding. (e) During the last five years, StoneGate Partners, LLC was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) StoneGate Partners, LLC is a limited liability company organized under the laws of the Commonwealth of Massachusetts. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Not applicable. ITEM 4. PURPOSE OF TRANSACTION: Kairos acquired the shares of Common Stock for investment purposes. Kairos reserves the right from time to time to acquire additional shares, or to dispose of some or all of its shares. (a) Not applicable (b) Not applicable (c) Not applicable. (d) In accordance with the Issuer's By-laws, by notice from Kairos to the Issuer, dated August 9, 2001, a copy of which is attached as Exhibit 99.1, Kairos proposed the nomination of four individuals for election to Issuer's Board of Directors at the next annual meeting of stockholders of the Issuer. By letter from Kairos to the Issuer, dated August 10, 2001, a copy of which is attached as Exhibit 99.2, John F. White, Principal of Kairos, informed the Issuer that Kairos intends to deliver a proxy statement and form of proxy to holders of at least the percentage of holders of CUSIP No. 452526106 13D/A PAGE 6 OF 8 Common Stock required under Georgia law to elect some or all of Kairos' nominees to the Issuer's Board of Directors at the next annual meeting of stockholders of the Issuer. In addition, Mr. White also requested, on behalf of Kairos, a current list of all record and beneficial holders of Common Stock in accordance with the requirements set forth in Rule 14a-7. (e) Not applicable. (f) See Item (d) above. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: a) The following list sets forth the aggregate number and percentage (based on 7,277,617 shares of Common Stock outstanding as of April 12, 2001 as reported by the Issuer in its Form 10-Q for the quarter ended February 28, 2001) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2, as of July 30, 2001: ------------------------------------------------------------------------------- Name Shares of Common Stock Percentage of Beneficial Beneficially Owned Ownership ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Kairos Partners, LP 728,170 10.0% ------------------------------------------------------------------------------- Kairos Partners GP, LLC(1) 728,170 10.0% ------------------------------------------------------------------------------- Aim High Partners, Inc.(1) 728,170 10.0% ------------------------------------------------------------------------------- StoneGate Partners, LLC(1) 728,170 10.0% ------------------------------------------------------------------------------- (1) The reporting person disclaims beneficial ownership of these securities except to the extent of his/its equity interest therein. (b) Kairos has sole power to vote and to dispose of 728,170 shares of Common Stock, representing 10.0% of the outstanding Common Stock. Kairos GP, by virtue of being the general partner of Kairos, may be deemed to have shared power to vote and to dispose of 728,170 shares of Common Stock, representing 10.0% of the outstanding Common Stock. CUSIP No. 452526106 13D/A PAGE 7 OF 8 Aim High Enterprises, Inc., by virtue of being a joint controller of Kairos GP with StoneGate Partners, LLC, may be deemed to have shared power to vote and to dispose of 728,170 shares of Common Stock, representing 10.0% of the outstanding Common Stock. StoneGate Partners, LLC, by virtue of being a joint controller of Kairos GP with Aim High Enterprises, Inc., may be deemed to have shared power to vote and to dispose of 728,170 shares of Common Stock, representing 10.0% of the outstanding Common Stock. (c) The following is a description of all transaction in shares of Common Stock of the Issuer by the reporting person identified in Item 2 of this Schedule 13D effected from July 16, 2001 to July 30, 2001: None. (d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER : Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1--Notice to Issuer proposing the nomination of four individuals for election to Issuer's Board of Directors at the next annual meeting of stockholders of the Issuer. Exhibit 99.2 Letter to Issuer informing the Issuer that Kairos intends to deliver a proxy statement and form of proxy to holders of at least the percentage of holders of Common Stock required under Georgia law to elect some or all of Kairos' nominees to the Issuer's Board of Directors at the next annual meeting of stockholders of the Issuer and requesting a current list of all record and beneficial holders of Common Stock (attachment to letter intentionally omitted). CUSIP No. 452526106 13D/A PAGE 8 OF 8 SIGNATURE After reasonable 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. August 14, 2001 --------------------------------- (Date) /s/ James F. Rice --------------------------------- (Signature) James F. Rice