10-Q

FORM 10-Q

United States
Securities and Exchange Commission

Washington, D. C. 20549

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarterly period ended: August 31, 2007

OR

o Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Commission File Number: 0-14820

IMMUCOR, INC.

(Exact name of registrant as specified in its charter)

Georgia	22-2408354
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
3130 Gateway Drive  P.O. Box 5625  Norcross, Georgia 30091-5625
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number:  (770) 441-2051

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x        No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of September 30, 2007: Common Stock, $0.10 Par Value – 69,945,438

IMMUCOR, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of August 31, 2007 (unaudited) and May 31, 2007
	Condensed Consolidated Statements of Income for the three months ended August 31, 2007 and 2006 (unaudited)
	Condensed Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the period June 1, 2007 through August 31, 2007 (unaudited)
	Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2007 and 2006 (unaudited)
	Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.	Exhibits
	SIGNATURES

2

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	August 31, 2007		May 31, 2007
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	124,778	$	113,551
Trade accounts receivable, net of allowance for doubtful accounts of $1,773 at August 31, 2007 and $1,726 at May 31, 2007	50,309		47,768
Inventories	34,578		29,320
Deferred income tax assets, current portion	3,621		3,614
Prepaid expenses and other current assets	6,089		5,567
Total current assets	219,375		199,820
PROPERTY AND EQUIPMENT, Net	32,024		30,245
GOODWILL	35,159		34,763
OTHER INTANGIBLE ASSETS, Net	5,870		5,719
DEFERRED INCOME TAX ASSETS	6,782		4,225
OTHER ASSETS	716		706
Total assets	$	299,926	$	275,478
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,640	$	8,056
Accrued expenses and other current liabilities	12,501		14,055
Income taxes payable	11,624		7,180
Deferred revenue, current portion	8,810		7,321
Current portion of acquisition liability	3,955		343
Total current liabilities	44,530		36,955
ACQUISITION LIABILITY	—		3,488
DEFERRED REVENUE	12,542		12,361
DEFERRED INCOME TAX LIABILITIES	1,271		1,275
OTHER LONG-TERM LIABILITIES	1,961		1,951
Total liabilities	60,304		56,030
COMMITMENTS AND CONTINGENCIES (Note 10)
SHAREHOLDERS’ EQUITY:
Common stock, $0.10 par value; authorized 120,000,000 shares, issued and outstanding 69,922,263 and 69,086,652 shares at August 31, 2007 and May 31, 2007, respectively	6,992		6,909
Additional paid-in capital	30,209		29,076
Retained earnings	197,355		179,768
Accumulated other comprehensive income	5,066		3,695
Total shareholders’ equity	239,622		219,448
Total liabilities and shareholders’ equity	$	299,926	$	275,478

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended
	August 31,			August 31,
	2007			2006
NET SALES	$	63,632		$	51,040
COST OF SALES	17,751			16,504
GROSS PROFIT	45,881			34,536
OPERATING EXPENSES:
Research and development	2,055			1,226
Selling and marketing	7,569			5,559
Distribution	2,684			2,288
General and administrative	5,880			5,222
Restructuring expense	531			387
Amortization expense and other	86			87
Total operating expenses	18,805			14,769
INCOME FROM OPERATIONS	27,076			19,767
NON-OPERATING INCOME (EXPENSES):
Interest income	1,113			518
Interest expense	(95		)	(117		)
Other, net	(182		)	(61		)
Total non-operating income	836			340
INCOME BEFORE INCOME TAXES	27,912			20,107
PROVISION FOR INCOME TAXES	10,162			7,374
NET INCOME	$	17,750		$	12,733
Earnings per share:
Per common share - basic	$	0.26		$	0.19
Per common share - diluted	$	0.25		$	0.18

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(Unaudited, amounts in thousands)

												Accumulated
						Additional						Other		Total
	Common Stock					Paid-In			Retained			Comprehensive		Shareholders’
	Shares		Amount			Capital			Earnings			Income*		Equity
BALANCE, MAY 31, 2007, as previosly reported	69,087		$	6,909		$	29,076		$	179,768		$	3,695	$	219,448
Adjustment to adopt FIN 48 (see Note 7)									(163		)			(163		)
BALANCE, MAY 31, 2007, restated	69,087		6,909			29,076			179,605			3,695		219,285
Shares issued under employee stock plans	1,061		106			1,810			—			—		1,916
Share-based compensation expense	—		—			991			—			—		991
Stock repurchases and retirements	(226	)	(23		)	(6,009		)	—			—		(6,032		)
Tax benefits related to share-based compensation	—		—			4,341			—			—		4,341
Comprehensive income:
Foreign currency translation adjustments	—		—			—			—			1,371		1,371
Net income	—		—			—			17,750			—		17,750
Total comprehensive income														19,121
BALANCE, AUGUST 31, 2007	69,922		$	6,992		$	30,209		$	197,355		$	5,066	$	239,622

*Accumulated Other Comprehensive Income balance primarily consists of foreign currency translation adjustments and has no tax effect.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

	Three Months Ended
	August 31,			August 31,
	2007			2006
OPERATING ACTIVITIES:
Net income	$	17,750		$	12,733
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,893			1,553
Accretion of acquisition liabilities	44			46
Loss on retirement of fixed assets	1			69
Provision for doubtful accounts	159			(217		)
Share-based compensation expense	991			708
Deferred income taxes	(702		)	(12		)
Excess tax benefit from share-based compensation	(4,341		)	(356		)
Changes in operating assets and liabilities:
Accounts receivable, trade	(2,311		)	(522		)
Income taxes	6,613			4,821
Inventories	(5,072		)	(1,161		)
Other current assets	(911		)	1,589
Other long-term assets	(8		)	28
Accounts payable	(441		)	128
Deferred revenue	1,632			1,050
Accrued expenses and other current liabilities	(1,661		)	354
Other long-term liabilities	—			259
Cash provided by operating activities	13,636			21,070
INVESTING ACTIVITIES:
Purchases of property and equipment	(2,939		)	(1,780		)
Proceeds from short-term investments, net	—			992
Cash used in investing activities	(2,939		)	(788		)
FINANCING ACTIVITIES:
Repayments of long-term debt and liabilities	(143		)	(90		)
Repurchase of common stock	(5,534		)	(4,872		)
Proceeds from exercise of stock options	1,470			207
Excess tax benefit from share-based compensation	4,341			356
Cash provided by (used in) financing activities	134			(4,399		)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	396			(225		)
INCREASE IN CASH AND CASH EQUIVALENTS	11,227			15,658
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	113,551			54,103
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	124,778		$	69,761
SUPPLEMENTAL INFORMATION:
Tax paid	$	4,232		$	1,833
Interest paid	41			63
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares surrendered for amounts due on stock options excercised	$	498		$	—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

IMMUCOR, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Immucor, Inc. (“Immucor” and, together with its wholly owned subsidiaries, the “Company”) is in the business of developing, manufacturing and marketing immunological diagnostic medical products. The Company operates facilities in the United States, Canada, Europe and Japan. The unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and the Securities and Exchange Commission’s (“SEC”) instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, unless otherwise disclosed in a separate note, considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been recorded in the interim periods presented. These unaudited, condensed consolidated financial statements should be read in conjunction with the Company’s audited, consolidated financial statements and related notes for the year ended May 31, 2007, included in the Company’s Annual Report on Form 10-K.

The accompanying condensed consolidated financial statements present results of operations for the three months ended August 31, 2007. These results are not necessarily indicative of the results that may be achieved for the year ending May 31, 2008, or any other period.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of Immucor and all its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

2.INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value):

	August 31, 2007		May 31, 2007
	(in thousands)
Raw materials and supplies	$	7,151	$	6,364
Work in process	4,415		4,829
Finished goods	23,012		18,127
	$	34,578	$	29,320

3.SHAREHOLDERS’ EQUITY

During the quarter ended August 31, 2007, the Company either withheld from certain option exercises or reacquired from certain restricted stock holders an aggregate of 206,787 shares valued at $5.5 million in compliance with the statutory tax withholding requirements. The Company retired these shares and disclosed their value as ‘Stock repurchases and retirements’ in the condensed consolidated statement of shareholders’ equity and comprehensive income and as ‘Repurchase of common stock’ under financing activities in the condensed consolidated statements of cash flows.

The Company also withheld 18,609 shares valued at $0.5 million from an employee who exercised options and elected to pay the option exercise price by having shares withheld. These shares were also retired and their values were disclosed as ‘Stock repurchases and retirements’ in the condensed consolidated statement of

7

shareholders’ equity and comprehensive income and as ‘Non-cash investing and financing activities’ in the condensed consolidated statements of cash flows.

The shares acquired in fiscal 2008 were returned to the status of authorized, but unissued shares.

4.STOCK REPURCHASE PROGRAM

The Company instituted a stock repurchase program in June 1998 for up to 6,075,000 shares of its common stock. On June 1, 2004, August 2, 2004 and December 13, 2005, the Board of Directors authorized the Company to repurchase up to an additional 675,000, 1,125,000 and 1.5 million shares, respectively.

During the quarter ended August 31, 2007, the Company did not make any repurchases in the open market under the 1998 repurchase program. During the quarter ended August 31, 2006, 281,969 shares were repurchased for $4.9 million. As of August 31, 2007, 8,232,944 shares had been repurchased under the program, leaving 1,142,056 shares available for repurchase.

The shares repurchased in fiscal 2007 were returned to the status of authorized, but unissued shares.

5.SHARE-BASED COMPENSATION

Plan summary

The Immucor, Inc. 2005 Long-Term Incentive Plan (the “2005 Plan”) was the only active plan during the first quarter of fiscal 2008. Under the 2005 Plan, management is able to award stock options, stock appreciation rights, restricted stock, deferred stock, and other performance-based awards as incentive and compensation to employees. The maximum number of shares of the Company’s common stock as to which awards may be granted under the 2005 Plan is 3,600,000. The maximum number of shares that may be used for awards other than stock options is 1,800,000, and the maximum number of shares that may be used for grants of incentive stock options is 1,800,000. Options are granted at the closing market price on the date of the grant. Option awards generally vest equally over a four-year period and have a six-year contractual term. Restricted stock awards generally vest equally over a five-year period. The 2005 Plan provides for accelerated vesting of option and restricted stock awards if there is a change in control, as defined in the 2005 Plan.

Valuation method used and assumptions

The fair value of each option grant in the first quarter of fiscal years 2008 and 2007 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Three Months Ended
	August 31, 2007		August 31, 2006
Risk-free interest rate (1)	5.06	%	4.95	%
Expected volatility (2)	40.26	%	41.55	%
Expected life (years) (3)	4.25		4.25
Expected dividend yield (4)	—		—

(1)Based on the U.S. Treasury yield curve in effect at the time of grant.

(2)Expected stock price volatility is based on the average historical volatility of the Company’s shares during the period corresponding to the expected life of the options.

(3)Represents the period of time options are expected to remain outstanding. The weighted average expected option term was determined using the “simplified method” as allowed by Staff Accounting Bulletin No. 107. The “simplified method” calculates the expected term as the average of the vesting term and original contractual term of the options.

(4)The Company has not paid dividends on its common stock and does not expect to pay dividends on its common stock in the near future.

8

Impact of adoption of SFAS 123R

On adoption of Statement of Financial Accounting Standard No. 123R, Share-Based Payment (“SFAS 123R”) as of June 1, 2006, the unrecognized compensation expense associated with the remaining portion of the unvested outstanding awards was $4.5 million ($2.9 million, net of taxes). This compensation expense is expected to be recognized through May 2010 on a straight-line basis over the weighted-average vesting period of approximately 1.75 years.

Total share-based compensation expense included in the condensed consolidated statements of income for the three-month periods ended August 31, 2007 and August 31, 2006 was $1.0 million ($0.7 million, net of taxes), and $0.7 million ($0.5 million, net of taxes), respectively. The impact on basic and diluted earnings per share was a reduction by $0.01 per share for each of the three-month periods ended August 31, 2007 and August 31, 2006.

Stock option activity

The options granted under the 2005 Plan during the first quarter ended August 31, 2007 have a six-year term with vesting of 25% at the end of each of the first four years; the restricted shares vest 20% at each anniversary of the issuance date. Compensation costs for stock options with tiered vesting terms are recognized evenly over the vesting periods.

The following is a summary of the changes in outstanding options for the first quarter of fiscal year 2008 ended August 31, 2007:

					Weighted
					Average
			Weighted		Remaining	Aggregate
	Number of		Average		Contractual	Intrinsic Value
	Shares		Exercise Price		Life (years)	(1)
						(in thousands)
Outstanding at May 31, 2007	3,570,914		$	5.63
Granted	424,736		$	29.23
Exercised	(1,038,489	)	$	1.85
Forfeited	(9,141	)	$	20.44
Expired	(223,605	)	$	1.21
Outstanding at August 31, 2007	2,724,415		$	11.07	5.5	$	60,712
Exercisable at August 31, 2007	1,779,615		$	5.98	5.1	$	48,710
Shares available for future grants at August 31, 2007	1,080,225

(1)The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of options).

(2)The weighted-average grant-date fair value of share options granted during the first three months of fiscal years 2008 and 2007 was $11.59 and $7.08, respectively. The total intrinsic value of share options exercised during the first three months of fiscal years 2008 and 2007 was $28.4 million and $1.1 million, respectively.

Restricted stock activity

The Company awarded restricted shares for the first time on June 6, 2006. The following is a summary of the changes in nonvested restricted stock for the first quarter of fiscal year 2008 ended August 31, 2007:

9

			Weighted-Average
			Grant-Date Fair
	Number of Shares		Value
Nonvested stock outstanding at May 31, 2007	112,590		$	17.51
Granted	48,055		29.23
Vested	(22,518	)	17.51
Forfeited	(1,360	)	—
Nonvested stock outstanding at August 31, 2007	136,767		$	21.63
Shares available for future grants at August 31, 2007	1,630,800

As of August 31, 2007, there was $9.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. This compensation cost is expected to be recognized through June 8, 2012, based on existing vesting terms with the weighted average remaining expense recognition period being approximately 3.39 years from August 31, 2007.

6.COMPREHENSIVE INCOME

The components of comprehensive income for the three-month periods ended August 31, 2007 and 2006 are as follows (in thousands):

	Three Months Ended
	August 31,		August 31,
	2007		2006
Net income	$	17,750	$	12,733
Net foreign currency translation adjustments	1,371		(738		)
Comprehensive income	$	19,121	$	11,995

No tax effect is recorded for foreign currency translation adjustments as the foreign net assets translated are deemed permanently invested.

7.INCOME TAXES

The Company adopted the provisions of Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109” (“FIN 48”) on June 1, 2007. The cumulative effect of implementation of FIN 48 is a $0.2 million increase in the liability for unrecognized tax benefits, which will be accounted for as a decrease in the May 31, 2007 balance of retained earnings. As of the adoption date, we had gross unrecognized tax benefits of $5.1 million, which was accounted for as follows (in thousands):

Reduction in Retained Earnings (cumulative effect)	$	163
Additional Deferred Tax Assets	$	1,745
FAS 5 Reserve Reduction	$	3,222
Increase in Liability	$	5,130

The total balance of unrecognized tax benefits that would affect the effective tax rate, if recognized, is $3.4 million. We do not currently anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease during the twelve month period ending August 31, 2008.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. Upon adoption of FIN 48 on June 1, 2007, the Company recognized $1.0 million of gross accrued interest expense. The company has not recognized any accrued penalties upon adoption of FIN 48.

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. The Company’s tax years for the fiscal years ended May 31, 2004, May 31, 2005, and May 31, 2006 are subject to examination by the tax authorities.

10

With few exceptions, the Company is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before the fiscal year ended May 31, 2004.

8.EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share in accordance with Statement of Financial Accounting Standard No. 128, Earnings per Share.

Basic earnings per common share are calculated by dividing net income by weighted-average common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net income by weighted-average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows (in thousands, except per share data):

	Three Months Ended
	August 31,		August 31,
	2007		2006
Numerator for basic and diluted earnings per share:
Net Income	$	17,750	$	12,733
Denominator:
For basic earnings per share - weighted average shares basis	69,435		67,701
Effect of dilutive stock options and restricted stock	1,638		2,488
Denominator for diluted earnings per share -adjusted weighted average shares basis	71,073		70,189
Earnings per common share – basic	$	0.26	$	0.19
Earnings per common share – diluted	$	0.25	$	0.18

The effect of 45,423 and 377,546 out-of-the-money options for the quarter ended August 31, 2007 and August 31, 2006, respectively, was excluded from the above calculation as inclusion of these securities would be anti-dilutive.

9.SEGMENT AND GEOGRAPHIC INFORMATION

The Company’s operations and segments are organized around geographic areas. Immucor’s “Other” segment includes the operations of Belgium, Portugal and Spain. The foreign locations principally function as distributors of products developed and manufactured by the Company in the United States and Canada. The accounting policies applied in the preparation of the Company’s consolidated financial statements are applied consistently across the segments. Intersegment sales are recorded at market price and are eliminated in consolidation.

Segment information for the three-month periods ended August 31, 2007 and 2006 is summarized below (in thousands).

11

	For the Three Months Ended August 31, 2007
	U.S.		Germany		Italy		Canada		Japan			Other		Elims			Consolidated
Traditional reagent revenues:
Unaffiliated customers	$	35,297	$	1,927	$	2,175	$	2,314	$	1,830		$	1,534	$	—		$	45,077
Affiliates	1,596		1,018		—		69		—			5		(2,688		)	—
Total	36,893		2,945		2,175		2,383		1,830			1,539		(2,688		)	45,077
Capture reagent revenues:
Unaffiliated customers	7,548		934		1,534		620		98			1,206		—			11,940
Affiliates	1,696		552		—		—		—			—		(2,248		)	—
Total	9,244		1,486		1,534		620		98			1,206		(2,248		)	11,940
Net instrument revenues:
Unaffiliated customers	2,908		864		670		233		95			338		—			5,108
Affiliates	656		896		—		—		—			—		(1,552		)	—
Total	3,564		1,760		670		233		95			338		(1,552		)	5,108
Net collagen revenues:
Unaffiliated customers	1,507		—		—		—		—			—		—			1,507
Affiliates	—		—		—		—		—			—		—			—
Total	1,507		—		—		—		—			—		—			1,507
Net Sales	51,208		6,191		4,379		3,236		2,023			3,083		(6,488		)	63,632
Income (loss) from operations	24,961		96		955		1,241		(91		)	248		(334		)	27,076
Depreciation	961		177		333		53		48			236		—			1,808
Amortization	70		—		—				15			—		—			85
Restructuring expenses	531		—		—		—		—			—		—			531
Income tax expense	9,231		34		536		473		—			11		(123		)	10,162
Capital expenditures	2,404		59		199		67		22			188		—			2,939
Property & equipment - net	22,817		2,198		2,676		1,319		580			2,434		—			32,024
Total assets at period end	262,449		17,527		24,826		19,118		15,165			11,272		(50,431		)	299,926

	For the Three Months Ended August 31, 2006
	U.S.		Germany			Italy		Canada		Japan			Other		Elims			Consolidated
Traditional reagent revenues:
Unaffiliated customers	$	28,229	$	1,835		$	1,924	$	2,211	$	1,899		$	1,013	$	—		$	37,111
Affiliates	1,428		408			—		57		—			41		(1,934		)	—
Total	29,657		2,243			1,924		2,268		1,899			1,054		(1,934		)	37,111
Capture reagent revenues:
Unaffiliated customers	5,519		891			1,345		437		131			1,263		—			9,586
Affiliates	1,374		45			—		—		—			—		(1,419		)	—
Total	6,893		936			1,345		437		131			1,263		(1,419		)	9,586
Net instrument revenues:
Unaffiliated customers	2,219		430			281		105		2			231		—			3,268
Affiliates	190		822			—		—		—			—		(1,012		)	—
Total	2,409		1,252			281		105		2			231		(1,012		)	3,268
Net collagen revenues:
Unaffiliated customers	1,075		—			—		—		—			—		—			1,075
Affiliates	—		—			—		—		—			—		—			—
Total	1,075		—			—		—		—			—		—			1,075
Net Sales	40,034		4,431			3,550		2,810		2,032			2,548		(4,365		)	51,040
Income (loss) from operations	18,151		(285		)	636		1,206		(111		)	408		(238		)	19,767
Depreciation	700		167			326		47		39			186		—			1,465
Amortization	70		—			—		—		16			2		—			88
Restructuring expenses	387		—			—		—		—			—		—			387
Income tax expense	6,614		—			340		494		—			14		(88		)	7,374
Capital expenditures	1,287		46			259		15		12			161		—			1,780
Property & equipment, net	16,644		2,330			3,002		1,306		552			2,039		—			25,873
Total assets at period end	179,502		13,071			19,732		14,542		13,302			9,531		(43,784		)	205,896

The Company’s U.S. operations made net export sales to unaffiliated customers of approximately $1.4 million and $1.2 million for the three months ended August 31, 2007 and 2006, respectively. The Company’s German operations made net export sales to unaffiliated customers of approximately $1.3 million and $0.9 million for the three months ended August 31, 2007 and 2006, respectively. The Company’s Canadian operations made net export sales to unaffiliated customers of approximately $0.4 million for each of the three months ended August 31, 2007 and 2006.

12

10.COMMITMENTS AND CONTINGENCIES

Italian subsidiary

As previously reported, the Company’s Italian subsidiary and Dr. Gioacchino De Chirico, the Company’s Chief Executive Officer and the former President of the subsidiary, have been the subjects of a criminal investigation in Milan, Italy centered on payments by several companies to certain Italian physicians allegedly in exchange for favorable contract awards by their hospitals. Dr. De Chirico was charged as the former President of the subsidiary with directing a €13,500 payment to one physician and payments totaling approximately $47,000 to another physician. The subsidiary was charged concerning the €13,500 payment under an Italian law holding the subsidiary responsible for actions allegedly taken by an officer, and it settled these charges in January 2007 on terms that were not material to the Company’s financial condition.

Dr. De Chirico has vigorously denied any wrongdoing, and is contesting the charges against him. The trial began in September 2007 and is expected to continue well into 2008, and appeals of an unfavorable verdict could take several years. The Company has continued to expense Dr. De Chirico’s legal fees under the terms of the standard indemnification agreement applicable to all the Company’s directors.

As previously reported, the Company and Dr. De Chirico have been subject to an SEC investigation concerning these charges in Italy. On September 27, 2007 the SEC agreed to a complete settlement of that investigation. Under the settlement, without admitting or denying any wrongdoing, the Company consented to the entry of an order that it cease and desist from future violations of Sections 13(b)(2)(A), 13(b)(2)(B) and 30A of the Securities Exchange Act of 1934. The SEC did not impose any monetary penalty against the Company or require the Company to take any further action. The SEC also approved a separate settlement with Dr. De Chirico related to the same investigation. Without admitting or denying any wrongdoing, Dr. De Chirico agreed to pay a $30,000 civil penalty and consented to the entry of an order that he cease and desist from causing future violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934.

With the settlement in January 2007 by the Company’s Italian subsidiary of the charges against it in Italy, and the settlement of the SEC investigation, the Company does not expect to become subject to any additional fines, penalties and/or other charges imposed by the SEC or any other governmental authority in connection with these circumstances.

Class-action lawsuits

Between August 31 and October 19, 2005, a series of ten class-action lawsuits were filed in the United States District Court for the Northern District of Georgia against the Company and certain of the Company’s current and former directors and officers alleging violations of the securities laws. The Court consolidated these cases for disposition under the caption In re Immucor, Inc. Securities Litigation, File No. 1:05-CV-2276-WSD, designated lead plaintiffs, and permitted the filing of an amended consolidated complaint. The consolidated complaint, brought on behalf of a putative class of shareholders who purchased Immucor stock between August 16, 2004 and August 29, 2005, alleges that the Company’s stock prices during that period were inflated as a result of material misrepresentations or omissions in the Company’s financial statements and other public announcements regarding the Company’s business. The Company denies liability and has vigorously defended the lawsuits.

On May 18, 2007, the Court granted preliminary approval of a proposed settlement of these lawsuits and directed that notice of the settlement be provided to all class members. On September 20, 2007, the Court conducted a hearing to inquire into the fairness, reasonableness and adequacy of the proposed settlement. On September 26, 2007, the Court entered an order granting final approval for the terms of the proposed settlement. Under the settlement, the Company’s insurance carrier agreed to pay $2.5 million to the plaintiff class in consideration of an unconditional release of all claims against the Company and the individual defendants. The Company’s only costs are certain legal defense expenses incurred by the Company, which have been expensed as incurred. The sole remaining open issue - the amount of attorneys’ fees and expenses of litigation the Court will permit plaintiffs’ counsel to recover from the agreed settlement proceeds - has no impact on the Company or its insurer. The Court’s order concludes the Company’s involvement in this litigation and terminates the claims asserted in this litigation as to all class members. Management believes this resolution of the litigation has no material adverse effect on the Company’s financial condition or results of operations.

13

Other than as set forth above or as previously reported in the Company’s Annual Report on Form 10-K/A for the fiscal year ended May 31, 2007, as filed with the SEC on September 7, 2007, the Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company. However, from time to time, the Company may become a party to certain legal proceedings in the ordinary course of business. Management does not believe any ongoing legal proceedings, including those summarized above, will have a material adverse effect on the Company’s consolidated financial position.

11.RECENT ACCOUNTING PRONOUNCEMENTS

Income taxes

On July 13, 2006, the FASB issued FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes” and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company implemented FIN 48 effective June 1, 2007. A more detailed discussion of the effect of the adoption of FIN 48 is included in Note 7, “Income Taxes.”

Fair value measurements

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for the Company in fiscal years beginning June 1, 2008. The Company does not believe SFAS No. 157 will have a material impact on the Company’s results from operations or financial position.

Fair value option for certain financial instruments

On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS No.159”) which gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 is effective for the Company in fiscal years beginning June 1, 2008. The Company is currently assessing the effect of implementing this guidance, which is dependent upon the nature and extent of eligible items elected to be measured at fair value upon initial application of the standard. However, the Company does not expect the adoption of SFAS No. 159 to have a material impact on the Company’s results of operations and financial position.

Advance payments for research and development activities

In June 2007, the Emerging Issues Task Force (“EITF”) issued EITF 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” (“EITF 07-3”). EITF 07-3 addresses the diversity that exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. The EITF concluded that an entity must defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed.

14

Entities should continue to evaluate whether they expect the goods to be delivered or services to be rendered. If an entity does not expect the goods to be delivered or services to be rendered, the capitalized advance payment should be charged to expense. EITF 07-3 is effective for the Company in fiscal years beginning June 1, 2008. The Company does not believe the adoption of EITF 07-3 will have a material impact on its results of operations or financial position.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, FDA and other regulatory applications and approvals, market position and expenditures. Factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company include the following, some of which are described in greater detail below: lower than expected market acceptance of the Company’s new Galieo Echo instrument; the decision of customers to defer capital spending; the inability of customers to efficiently integrate the Company’s instruments into their blood banking operations; increased competition in the sale of instruments and reagents, particularly in North America; product development or regulatory obstacles; the ability to hire and retain key managers; changes in interest rates; fluctuations in foreign currency conversion rates; the ability of the Company’s Japanese subsidiary to attain expected revenue, gross margin and net income levels; the outcome of any legal claims known or unknown; delays in regulatory approvals required to move Houston manufacturing to another Company facility; other currently unforeseen events that could delay the move; higher than expected Houston closure costs; higher than expected manufacturing consolidation costs; the unexpected application of different accounting rules; and general economic conditions. In addition, the strengthening of the US Dollar versus the Euro, Canadian Dollar and Japanese Yen would adversely impact reported results. Investors are cautioned not to place undue reliance on any forward-looking statements. The Company cautions that historical results should not be relied upon as indications of future performance. The Company assumes no obligation to update any forward-looking statements.  Additional information concerning these and other factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K/A for the year ended May 31, 2007, as filed with the SEC on September 7, 2007.

Overview

Our Business

We develop, manufacture, and sell a complete line of reagents and automated systems used primarily by hospitals, clinical laboratories and blood banks in tests performed to detect and identify certain properties of human blood prior to blood transfusion. We have manufacturing facilities in the United States and Canada. We sell our products from these facilities and through our affiliates in Germany, Italy, Belgium, Spain, Portugal and Japan.

The FDA regulates all aspects of the immunohematology industry, including marketing of reagents and instruments used to detect and identify blood properties. Our industry has been very labor intensive but in recent years it has made noticeable advances in automating certain manual processes. We believe that companies that have successfully introduced new technologies and automated products have seen their profitability improve.

We have introduced several instruments in the past, and we continue to focus on developing new instruments and improving our existing instruments. In June 2007, we received FDA clearance to market our latest instrument, Echo™, which is a compact bench top, fully-automated walk-away instrument for small- and medium-sized hospitals, blood banks and transfusion laboratories. Echo™ uses Capture products, our proprietary reagents, and offers an extensive test menu and significant labor reduction while increasing productivity and patient safety. We expect to increase our market share and revenues from the sale of Echo™ and Galileo® instruments and the sale of Capture products in the near term. Instruments and Capture products currently account for approximately 27% of our revenues.

15

Performance

In fiscal 2008, we continued to focus on increasing revenue and in improving gross margins, using the strategies we first implemented in fiscal 2005. We have also concentrated our efforts in successfully marketing the Echo™ after receiving the FDA clearance in June 2007. As part of this effort, in the first quarter of fiscal 2008 (the “2008 Quarter”), we critically examined and modified, where necessary, the changes in our organization structure we had previously made in fiscal 2007, including the hiring and training of additional sales and technical personnel to ensure the smooth introduction of the Echo™. We also continued to place Galileo® instruments in the market.

As of August 31, 2007, we had received purchase orders for a total of 504 Galileo® instruments worldwide (an increase of 23 instruments in the 2008 Quarter), including 292 in Europe, 210 in North America and 2 in Japan, and 456 of these instruments were generating reagent revenues, an increase of 33 instruments in the quarter. We began selling Echo™ in the 2008 Quarter. As of August 31, 2007, we had received purchase orders for a total of 30 Echo™ instruments worldwide.

Our overall gross margin increased to 72% during the 2008 Quarter from 68% achieved in the corresponding quarter of fiscal 2007 (the “2007 Quarter”). The 25% increase in revenue and 7% improvement in overall gross margin during the 2008 Quarter compared to the 2007 Quarter, were largely attributable to the price increases in our traditional reagents (reagents not using our patented Capture technology) introduced in fiscal 2006 and 2007, and to a lesser extent on volume increases in Capture products and sale of instruments.

In the 2008 Quarter, our operating expenses rose by 27% while gross profit increased by 33%, which translated into a 39% increase in net income compared to the 2007 Quarter. Expenses relating to the Echo™ launch and cost associated with the development of the next version of the Galileo® contributed to a higher percentage increase in operating expenses than what we have experienced in the recent past. However, in spite of these additional costs, increased revenues and improved gross margin enabled us to achieve a record quarter in terms of revenue and gross profit. This performance has translated into an increase in our cash resources from $113.6 million at May 31, 2007 to $124.8 million at August 31, 2007.

Business Outlook

For fiscal 2008, our primary focus will be in successfully introducing and marketing the new Echo™ to small- and medium-size customers. We will also continue to focus on placing Galileo® instruments with larger customers. Over the next few years, we expect our core business to shift gradually from being mainly a supplier of traditional reagents to being a major supplier of automated instruments that use our proprietary Capture technology and products. Simultaneously, we intend to increase our research and development efforts to introduce the next version of the Galileo® with additional and improved features.

Additionally, as a result of the planned closure of the Houston, Texas, manufacturing facility scheduled for December 2007 and the subsequent consolidation of production in Norcross, Georgia, and Halifax, Nova Scotia, the Company anticipates a significant reduction in costs, with the benefits expected to be partially realized in the 2008 fiscal year and fully realized in fiscal 2009 and subsequent years.

16

Results of Operations

	For the Quarter Ended August 31,						Change
	2007			2006			Amount		%
				($ in thousands)
Net Sales	$	63,632		$	51,040		$	12,592	25	%
Gross profit	45,881			34,536			11,345		33	%
Gross profit percentage	72		%	68		%	n/m		7	%
Operating expenses	18,805			14,769			4,036		27	%
Income from Operations	27,076			19,767			7,309		37	%
Non-operating income	836			340			496		146	%
Income before income tax	27,912			20,107			7,805		39	%
Provision for income tax	10,162			7,374			2,788		38	%
Net income	$	17,750		$	12,733		$	5,017	39	%

Improved sales and margins, along with a proportionately lower increase in operating expenses, resulted in an increase in net income for the 2008 Quarter of $5.0 million, 39% higher than the 2007 Quarter. Diluted earnings per share totaled $0.25 for the 2008 Quarter, as compared to diluted earnings per share of $0.18 for the 2007 Quarter, an increase of 39%.

United States operations continue to generate the majority of our revenue and operating income. U.S. operations generated 74% and 92%, respectively, of our revenue and operating income in the 2008 Quarter compared to 73% and 92%, respectively, in the 2007 Quarter.

Net Sales

	For the Quarter Ended August 31,				Change
	2007		2006		Amount		%
			($ in thousands)
Traditional reagents	$	45,076	$	37,502	$	7,574	20	%
Capture products	11,940		9,195		2,745		30	%
Instruments	5,109		3,268		1,841		56	%
Collagen	1,507		1,075		432		40	%
	$	63,632	$	51,040	$	12,592	25	%

Of the $12.6 million total increase in revenues, approximately $8.7 million came from price increases in the United States, approximately $1.5 million came from volume increases including instrument, warranty and service revenue in the United States, approximately $1.6 million came from sales increases including instrument revenues outside the United States, and the effect of the change in the Euro, Japanese Yen and Canadian Dollar exchange rates increased sales by approximately $0.8 million.

The 20% growth in traditional reagent revenue in the 2008 Quarter compared to the 2007 Quarter occurred mainly as a result of price increases in the United States. Traditional reagent sales have historically been our primary source of revenue and still constitute roughly 70% of our revenues. We expect the significance of this line of products to gradually decline as we place more instruments in the market that use our proprietary Capture products.

Sales of Capture products increased by 30% in the 2008 Quarter compared to the 2007 Quarter mainly due to volume increases. Sales of Capture products are largely dependent on the number of installed instruments requiring the use of Capture reagents. As we succeed in placing more instruments in the market, we expect revenue from Capture products to increase.

Revenue from instruments increased by 56% in the 2008 Quarter compared to the 2007 Quarter. In the 2008 Quarter, $1.6 million of deferred revenue was recognized from previously placed instruments compared to $0.9 million recognized in the 2007 Quarter. Most instrument sales in the United States are recognized over the life of the underlying reagent contract, which is normally five years. In the 2008 Quarter, approximately $2.9

17

million of instrument sales and associated service revenues were deferred in this manner, compared to $1.7 million in the 2007 Quarter. As of August 31, 2007 and August 31, 2006, deferred instrument and service revenues totaled $21.4 million and $19.7 million, respectively. In the 2008 Quarter, we received orders for 23 Galileo® instruments compared to 19 orders received for Galileo® instruments in the 2007 Quarter. We expect to place more instruments in the market and increase revenue from this sector of our business.

Human collagen forms a very small part of our business, and we expect to discontinue this product in fiscal 2009 when our manufacturing commitment expires.

Gross Margins

	For the Quarter Ended August 31,
	2007					2006					Change
	Amount			Margin %		Amount			Margin %		Amount			%
	(in ‘000)					(in ‘000)					(in ‘000)
Traditional reagents	$	35,864		80	%	$	27,811		74	%	$	8,053		29	%
Capture products	10,101			85	%	7,341			80	%	2,760			38	%
Instruments	(210		)	-4	%	(1,020		)	-31	%	810			79	%
Collagen	126			8	%	404			38	%	(278		)	-69	%
	$	45,881		72	%	$	34,536		68	%	$	11,345		33	%

Overall gross margin improved during the 2008 Quarter to 72%, up from 68% in the 2007 Quarter, due to improvement in margins in all three main categories of our business. Gross margin on traditional reagents improved by 6% in the 2008 Quarter as compared to the 2007 Quarter primarily due to price increases.

In the 2007 Quarter, we paid $0.2 million royalties under an agreement which expired in fiscal 2007 for certain Capture products; we did not incur any royalty expenses for these products in the 2008 Quarter. The reduction in royalty expenses largely improved the gross margin on Capture products by 5% in the 2008 Quarter as compared to the 2007 Quarter.

In the case of instruments, comparing gross margin from period to period can be misleading due to the method of accounting used for revenue and cost for certain types of instrument sales. Where sales contracts have price guarantee clauses, instrument costs are expensed when the sale is made, but the related revenue is deferred and recorded as income over the term of the contract. For the 2008 Quarter, the gross margin on instruments was negative 4% and, for the 2007 Quarter, it was negative 31%.

Operating Expenses

	For the Quarter Ended August 31,				Change
	2007		2006		Amount			%
			($ in thousands)
Research and development	$	2,055	$	1,226	$	829		68	%
Selling and marketing	7,569		5,559		2,010			36	%
Distribution	2,684		2,288		396			17	%
General and administrative	5,880		5,222		658			13	%
Restructuring expense	531		387		144			37	%
Amortization expense and other	86		87		(1		)	-1	%
Total operating expenses	$	18,805	$	14,769	$	4,036		27	%

Research and development expenses increased by $0.8 million to $2.1 million in the 2008 Quarter. Expenses relating to development of the second generation Galileo® ($0.6 million) accounted for most of the increase.

Selling and marketing expenses increased by approximately $2.0 million to $7.6 million for the 2008 Quarter compared to the 2007 Quarter; impacted primarily by new hires, annual salary increases and other salary related expenses ($0.7 million) and an increase in sales meetings, conventions and travel expenses ($0.5 million). A significant amount of these expenses related to the launch of the Echo™ instrument in June 2007.

18

General and administrative expenses increased by $0.7 million as compared to the 2007 Quarter to $5.9 million in the 2008 Quarter. Major variations were an increase in salary, share-based compensation and bonus expenses ($1.4 million) and a reduction in professional services attributable primarily to the reduction in outsourcing of Sarbanes-Oxley compliance work ($1.0 million).

Income Taxes

The provision for income taxes increased $2.8 million to $10.2 million in the 2008 Quarter compared to the tax charge of $7.4 million in the 2007 Quarter, primarily due to higher pre-tax income.

As a result of utilizing compensation cost deductions arising from the exercise of nonqualified employee stock options granted prior to June 1, 2006 for federal and state income tax purposes, we realized income tax benefits of approximately $4.3 million and $0.4 million in the 2008 Quarter and the 2007 Quarter, respectively. As required by U.S. generally accepted accounting principles, these income tax benefits are recognized in our financial statements as additions to additional paid-in capital rather than as reductions of the respective income tax provisions in the consolidated financial statements because the related compensation deductions are not recognized as compensation expense for financial reporting purposes. Our income tax liability is reduced by these amounts.

Non-Operating Income (Expenses):

	For the Quarter Ended August 31,				Change
	2007		2006		Amount
			($ in thousands)
Non-operating income	$	836	$	340	$	496

The increase in non-operating income was primarily attributable to a $0.6 million increase in interest income due to the increase in our cash balance.

Net Income and Earnings per Share

Higher sales and improved margins resulted in net income for the 2008 Quarter of $17.8 million, up 39% from $12.7 million for the 2007 Quarter. For the fiscal 2008 Quarter, diluted earnings per share were $0.25, up from $0.18 for the 2007 Quarter.

Liquidity and Capital Resources

	For the Quarter Ended August 31,
	2007			2006
	(in thousands)
Net cash provided by operating activities	$	13,636		$	21,070
Net cash used in investing activities	(2,939		)	(788		)
Net cash provided by (used in) financing activities	134			(4,399		)
Effect of exchange rate changes on cash and cash equivalents	396			(225		)
Increase in cash and cash equivalents	$	11,227		$	15,658

Our cash, cash equivalents and short-term investments were $124.8 million at August 31, 2007, as compared to $113.6 million at May 31, 2007. Factors significantly contributing to the $11.2 million increase in the 2008 Quarter were the $17.8 million in net income and $4.3 million in tax benefits received from the exercise of stock options, partly offset by an increase in inventory of $5.1 million and a cash outflow of $5.5 million for payment of withholding taxes in compliance with statutory withholding requirements on exercise of options and vesting of restricted shares in exchange for surrender of the Company’s shares of equal value.

Operating Activities - Net cash generated by operating activities was $13.6 million for the 2008 Quarter, a $7.5 million decrease over the $21.1 million generated in the 2007 Quarter. The increase in net income of $5.0 million (from $12.7 million for 2007 Quarter to $17.7 million for 2008 Quarter) was offset by, among other things, an adjustment of approximately $4.3 million ($0.4 million for 2007 Quarter) for the tax benefit arising on

19

exercise of stock options which is required to be disclosed as cash generated by financing activities since our adoption of SFAS 123(R) effective June 1, 2006. Inventory increased by approximately $5.1 million mainly due to the build up of inventory of instruments and related parts in anticipation of an increase in instrument business in the near term following the launch of our Echo™ instrument in June 2007.

Investing Activities - For the 2008 Quarter, $2.9 million of net cash was used in investing activities for the purchase of property and equipment. Planned capital expenditures for fiscal 2008 total approximately $14.2 million, which we intend to finance from our internal resources. In the 2007 Quarter, we spent $1.8 million on the purchase of property and equipment, offset by proceeds from the maturity of short term investments ($1.0 million).

Financing Activities – In the 2008 Quarter, net cash provided by financing activities was a nominal amount, compared to $4.4 million of net cash used in the 2007 Quarter. During the 2008 Quarter, we had a cash outflow of $5.5 million for payment of withholding taxes in compliance with the statutory withholding requirements on exercise of options and vesting of restricted shares in exchange for surrender of the Company’s shares of equal value. The value of these reacquired shares is disclosed as ‘Repurchase of common stock’ under financing activities in the condensed consolidated statement of cash flows. In the 2008 Quarter, we did not repurchase any shares in the open market under our stock repurchase program, compared to the $4.9 million used in the 2007 Quarter for this purpose. We received $1.5 million and $0.2 million from the exercise of employee stock options in the 2008 Quarter and 2007 Quarter, respectively. We received $4.3 million and $0.4 million excess tax benefits from share-based compensation for the 2008 Quarter and 2007 Quarter, respectively.

Stock Repurchase Program

During the 2008 Quarter, we did not repurchase any shares under the program. During the 2007 Quarter, 281,969 shares amounting to $4.9 million were repurchased under this program. An aggregate of 1,142,056 shares were available for repurchase under the program as of August 31, 2007.

Contingent Liabilities

We record contingent liabilities resulting from asserted and unasserted claims against us when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. We currently are involved in certain legal proceedings. We do not believe these proceedings will have a material adverse effect on our consolidated financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Contingent liabilities are described in Note 10 to the condensed consolidated financial statements.

Future Cash Requirements and Restrictions

We expect that cash and cash equivalents and cash flows from operations will be sufficient to support operations and planned capital expenditures for at least the next 12 months. There are no restrictions on our subsidiaries in the matter of sending dividends, or making loans or advances to Immucor.

Critical Accounting Policies

General

We have identified the policies below as critical to our business operations and to the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to the condensed consolidated financial statements of this quarterly report on Form 10-Q and the notes to the consolidated financial statements and the Management Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual

20

Report on Form 10-K for the fiscal year ended May 31, 2007. Senior management has discussed the development and selection of critical accounting estimates and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure with the Audit Committee of our Board of Directors. We believe that our most critical accounting policies and estimates relate to the following:

i.            Revenue recognition

ii.           Trade accounts receivables and allowance for doubtful accounts

iii.          Inventories

iv.          Goodwill

v.           Income taxes

vi.          Share-based compensation

i) Revenue Recognition

In accordance with the Staff Accounting Bulletin No. 104, Revenue Recognition, guidance, we recognize revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.

•      Reagent sales

Revenue from the sale of our reagents to end users is recognized upon shipment when both title and risk of loss transfer to the customer, unless there are specific contractual terms to the contrary. Revenue from the sale of our reagents to distributors is recognized FOB customs clearance when both title and risk of loss transfer to the customer.

•      Medical instrument sales

Revenue from the sale of our medical instruments without multiple deliverables is generally recognized upon shipment and completion of contractual obligations. Revenue from rentals of our medical instruments is recognized over the term of the rental agreement. Instrument service contract revenue is recognized over the term of the contract.

In cases of sales of instruments with multiple deliverables, we recognize revenue in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. Our medical instrument sales contracts with multiple deliverables include the sale or rental of an instrument (including delivery, installation and training), the servicing of the instrument during the first year, and, in many cases, price guarantees for consumables purchased during the contract period. We have determined the fair value of certain of these elements, such as training and first year service. The portion of the instrument sales price applicable to the instrument itself is recognized upon shipment and completion of contractual obligations relating to training and/or installation. If the agreement does not include any price guarantees, the sales price in excess of the fair values of training and service is allocated to the instrument itself. The fair value of a training session is recognized as revenue when services are provided. If multiple training sessions are contractually provided, then additional training revenue is recognized upon delivery. The fair value of first year service is recognized over the first year of the contract. If the agreement contains price guarantees, the entire arrangement consideration is deferred and recognized over the related guarantee period due to the fair value of the price guarantee not being determinable at the point of sale. The allocation of the total consideration, which is based on the estimated fair value of the units of accounting, requires judgment by management.

ii) Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables at August 31, 2007, totaling $50.3 million, and at May 31, 2007, totaling $47.8 million, are net of allowances for doubtful accounts of $1.8 million and $1.7 million, respectively. The allowance for doubtful accounts represents a reserve for estimated losses resulting from the inability of our customers to pay their debts. The collectibility of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business,

21

a specific allowance for doubtful accounts is recorded to reduce the related receivable to the amount expected to be recovered.

iii) Inventories

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Cost includes material, labor and manufacturing overhead. We use a standard cost system as a tool to monitor production efficiency. The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may vary from the standard established and such variances are charged to the consolidated statement of income as a component of cost of sales. Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are made to the standard rates to approximate actual costs. The provision for obsolete and/or excess inventory is reviewed on a quarterly basis or, if warranted by circumstances, more frequently. In evaluating this reserve, management considers technology changes, competition, customer demand, product shelf life and manufacturing quality. No material changes have been made to the inventory policy during the first quarter of fiscal 2008.

iv) Goodwill

On adoption of Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite lived intangible assets are no longer amortized but are tested for impairment annually or more frequently if impairment indicators arise. Intangible assets that have finite lives are continuing to be amortized over their useful lives.

We evaluate the carrying value of goodwill as at the end of the third quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, we compare the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit is estimated using primarily the income, or discounted cash flows, approach. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value.

v) Income Taxes

We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carry-forwards. The value of our deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statements of income. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and we consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carry-back opportunities, and tax-planning strategies in making this assessment. We assess the need for additional valuation allowances quarterly.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Although FIN 48, which we adopted at the beginning of fiscal 2008, provides further clarification on the accounting for uncertainty in income taxes recognized in the financial statements, the new threshold and measurement attribute prescribed by the FASB will continue to require significant judgment by management. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impac on our results of operations.

vi) Share-based Employee Compensation

We adopted Statement of Financial Accounting Standard No. 123R, Share-Based Payment (“SFAS 123(R)”), on June 1, 2006, using the modified prospective transition method, which requires that (i) compensation costs be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption

22

of SFAS 123(R) based on the grant date fair value estimated in accordance with the original provisions of Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation, and (ii) for compensation costs for all share-based payments granted or modified subsequent to the adoption be recorded, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). On adoption of SFAS 123(R), we elected to attribute the value of share-based compensation to expense using the straight-line method, which was previously used for disclosing our pro forma information required under SFAS 123.

We elected to value our share-based payment awards using the Black-Scholes option-pricing model (the “Black-Scholes model”), which was previously used for disclosing our pro forma information required under SFAS 123. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.

We have calculated our additional paid in capital pool (“APIC pool”) based on the actual income tax benefits received from exercises of stock options granted after the effective date of SFAS 123 using the long method. The APIC pool is available to absorb any tax deficiencies subsequent to the adoption of SFAS 123(R).

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes regarding the Company’s market risk position since the filing of its Annual Report on Form 10-K/A for the fiscal year ended May 31, 2007, as filed with the SEC on September 7, 2007. For further details regarding the quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, contained in the Company’s Annual Report on Form 10-K/A for the fiscal year ended May 31, 2007.

ITEM 4. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2007. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2007, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

Italian subsidiary

As previously reported, the Company and Dr. De Chirico have been subject to an SEC investigation concerning charges against our Italian subsidiary and Dr. De Chirico in Italy related to allegedly-improper payments to certain Italian physicians. On September 27, 2007 the SEC agreed to a complete settlement of that investigation. Under the settlement, without admitting or denying any wrongdoing, we consented to the entry of an order that we cease and desist from future violations of Sections 13(b)(2)(A), 13(b)(2)(B) and 30A of the Securities Exchange Act of 1934. The SEC did not impose any monetary penalty against us or require us to take any further action. The SEC also approved a separate settlement with Dr. De Chirico related to the same investigation. Without admitting or denying any wrongdoing, Dr. De Chirico agreed to pay a $30,000 civil

23

penalty and consented to the entry of an order that he cease and desist from causing future violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934.

With the settlement in January 2007 by our Italian subsidiary of the charges against it in Italy, and the settlement of the SEC investigation, we do not expect to become subject to any additional fines, penalties and/or other charges imposed by the SEC or any other governmental authority in connection with these circumstances.

Class-action lawsuits

Between August 31 and October 19, 2005, a series of ten class-action lawsuits were filed in the United States District Court for the Northern District of Georgia against us and certain of our current and former directors and officers alleging violations of the securities laws. The Court consolidated these cases for disposition under the caption In re Immucor, Inc. Securities Litigation, File No. 1:05-CV-2276-WSD, designated lead plaintiffs, and permitted the filing of an amended consolidated complaint. The consolidated complaint, brought on behalf of a putative class of shareholders who purchased Immucor stock between August 16, 2004 and August 29, 2005, alleges that our stock prices during that period were inflated as a result of material misrepresentations or omissions in our financial statements and other public announcements regarding our business. We deny liability and have vigorously defended the lawsuits.

On May 18, 2007, the Court granted preliminary approval of a proposed settlement of these lawsuits and directed that notice of the settlement be provided to all class members. On September 20, 2007, the Court conducted a hearing to inquire into the fairness, reasonableness and adequacy of the proposed settlement. On September 26, 2007, the Court entered an order granting final approval for the terms of the proposed settlement. Under the settlement, our insurance carrier agreed to pay $2.5 million to the plaintiff class in consideration of an unconditional release of all claims against us and the individual defendants. Our only costs are certain legal defense expenses incurred by us, which have been expensed as incurred. The sole remaining open issue - the amount of attorneys’ fees and expenses of litigation the Court will permit plaintiffs’ counsel to recover from the agreed settlement proceeds - has no impact on us or our insurer. The Court’s order concludes our involvement in this litigation and terminates the claims asserted in this litigation as to all class members. We believe this resolution of the litigation has no material adverse effect on our financial condition or results of operations.

Other than as set forth above or as previously reported in our Annual Report on Form 10-K/A for the fiscal year ended May 31, 2007, as filed with the SEC on September 7, 2007, we are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business. Management does not believe any ongoing legal proceedings, including those summarized above, will have a material adverse effect on our consolidated financial position.

ITEM 1A. Risk Factors

As noted in Part I, Item 1A of our Annual Report on Form 10-K/A for the year ended May 31, 2007, as filed with the SEC on September 7, 2007, in fiscal 2007 approximately 80% of our revenues and 95% of our net income were generated from sales in North America, and these results could be significantly and negatively impacted if current or new competitors increased their competition based on price, thereby potentially reducing our market share and gross margins. In September 2007 Alba Bioscience, a Scottish company with US operations in Durham, North Carolina, announced it had received US FDA clearance to market 15 monoclonal blood grouping reagents, including some not previously available in the US. If Alba enters the North American market, their entry, together with the expected entry of Biotest, Bio-Rad and others noted in our Annual Report on Form 10-K/A, would create additional competition.

There have been no other material changes to the risk factors set forth in our Annual Report on Form 10-K/A. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K/A which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K/A are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may have a material adverse effect on our business, financial condition and/or operating results.

24

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not sell unregistered securities during the period covered by this report. The Company did not repurchase any shares of its common stock under its stock repurchase program during the quarter ended August 31, 2007.

ITEM 6. Exhibits

The Company has filed the following exhibits with this report:

3.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Immucor, Inc.’s Quarterly Report on Form 10-Q filed on January 5, 2007).
3.2	Amended and Restated Bylaws
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*The certifications contained in these exhibits are not “filed” for purposes of Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates them by reference.

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 thereunto duly authorized.

		IMMUCOR, INC.
		(Registrant)
Date:	October 4, 2007	By:	/s/ Dr. Gioacchino DeChirico
		Dr. Gioacchino DeChirico, Chief Executive Officer
		(on behalf of Registrant and as Principal Executive Officer)
Date:	October 4, 2007	By:	/s/ Patrick D. Waddy
		Patrick D. Waddy, Chief Financial Officer
		(Principal Financial and Accounting Officer)

25

EXHIBIT INDEX

Number	Description
3.2	Amended and Restated Bylaws
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*The certifications contained in these exhibits are not “filed” for purposes of Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates them by reference.

26

EX-3.2

Exhibit 3.2

BYLAWS
OF
IMMUCOR, INC.
Amended and Restated as of August 16, 2007

BYLAWS
OF
IMMUCOR, INC.

TABLE OF CONTENTS

		Page
ARTICLE I Office		1
1.1	Registered Office and Agent.	1
1.2	Principal Office.	1
1.3	Other Offices.	1
ARTICLE II Shareholders’ Meetings		1
2.1	Place of Meetings.	1
2.2	Annual Meetings.	1
2.3	Special Meetings.	2
2.4	Notice of Meetings.	2
2.5	Waiver of Notice.	2
2.6	Voting Group; Quorum; Vote Required to Act.	2
2.7	Voting of Shares.	3
2.8	Proxies.	3
2.9	Presiding Officer.	3
2.10	Adjournments.	3
2.11	Conduct of the Meeting.	4
2.12	Action of Shareholders Without a Meeting.	4
2.13	Matters Considered at Annual Meetings.	5
ARTICLE III Board of Directors		5
3.1	General Powers.	5
3.2	Number, Election and Term of Office.	5
3.3	Removal of Directors.	5
3.4	Vacancies.	6
3.5	Compensation.	6
3.6	Chairman of the Board.	6
3.7	Committees of the Board of Directors.	6
3.8	Qualification of Directors.	6
3.9	Certain Nomination Requirements.	6
ARTICLE IV Meetings of the Board of Directors		7
4.1	Regular Meetings.	7
4.2	Special Meetings.	7
4.3	Place of Meetings.	7
4.4	Notice of Meetings.	7
4.5	Quorum.	7
4.6	Vote Required for Action.	8
4.7	Participation by Conference Telephone.	8
4.8	Action by Directors Without a Meeting.	8
4.9	Adjournments.	8
4.10	Waiver of Notice.	8

i

4.11	Conduct of Meetings.	8
ARTICLE V Officers		9
5.1	Offices.	9
5.2	Term.	9
5.3	Compensation.	9
5.4	Removal.	9
5.5	Chief Executive Officer.	9
5.6	President.	9
5.7	Vice Presidents.	10
5.8	Secretary.	10
5.9	Treasurer.	10
ARTICLE VI Distributions and Dividends		10
ARTICLE VII Shares		11
7.1	Shares with or without Certificates.	11
7.2	Rights of Corporation with Respect to Registered Owners.	11
7.3	Transfers of Shares.	11
7.4	Duty of Corporation to Register Transfer.	11
7.5	Lost, Stolen, or Destroyed Certificates.	12
7.6	Fixing of Record Date.	12
7.7	Record Date if None Fixed.	12
ARTICLE VIII Indemnification		12
8.1	Indemnification of Directors.	12
8.2	Indemnification of Officers and Others.	13
8.3	Subsidiaries.	13
8.4	Determination.	14
8.5	Advances.	14
8.6	Non-Exclusivity; Continuing Benefits.	14
8.7	Insurance.	15
8.8	Notice.	15
8.9	Security.	15
8.10	Amendment.	15
8.11	Agreements.	15
8.12	Successors.	16
8.13	Additional Indemnification.	16
ARTICLE IX Miscellaneous		16
9.1	Inspection of Books and Records.	16
9.2	Fiscal Year.	16
9.3	Corporate Seal.	16
9.4	Annual Statements.	16
9.5	Notice.	16
ARTICLE X Amendments		17

ii

BYLAWS
OF
IMMUCOR, INC.

References in these Bylaws to “Articles of Incorporation” are to the Articles of Incorporation of Immucor, Inc., a Georgia corporation (the “Corporation”), as amended and restated from time to time.

All of these Bylaws are subject to contrary provisions, if any, of the Articles of Incorporation (including provisions designating the preferences, limitations, and relative rights of any class or series of shares), the Georgia Business Corporation Code (the “Code”), and other applicable law, as in effect on and after the effective date of these Bylaws.  References in these Bylaws to “Sections” shall refer to sections of the Bylaws, unless otherwise indicated.

ARTICLE I

Office

1.1Registered Office and Agent.  The Corporation shall maintain a registered office and shall have a registered agent whose business office is the same as the registered office.

1.2Principal Office.  The principal office of the Corporation shall be at the place designated in the Corporation’s annual registration with the Georgia Secretary of State.

1.3Other Offices.  In addition to its registered office and principal office, the Corporation may have offices at other locations either in or outside the State of Georgia.

ARTICLE II

Shareholders’ Meetings

2.1Place of Meetings.  Meetings of the Corporation’s shareholders may be held at any location inside or outside the State of Georgia designated by the Board of Directors or any other person or persons who properly call the meeting, or if the Board of Directors or such other person or persons do not specify a location, at the Corporation’s principal office.

2.2Annual Meetings.  The Corporation shall hold an annual meeting of shareholders, at a time determined by the Board of Directors, to elect directors and to transact any business that properly may come before the meeting.  The annual meeting may be combined with any other meeting of shareholders, whether annual or special.

1

2.3Special Meetings.  Special meetings of shareholders of one or more classes or series of the Corporation’s shares may be called at any time by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer and shall be called by the Corporation upon the written request (in compliance with applicable requirements of the Code) of the holders of shares representing fifty percent (50%) or more of the votes entitled to be cast on each issue proposed to be considered at the special meeting.  The business that may be transacted at any special meeting of shareholders shall be limited to that proposed in the notice of the special meeting given in accordance with Section 2.4 (including related or incidental matters that may be necessary or appropriate to effectuate the proposed business).

2.4Notice of Meetings.  In accordance with Section 9.5 and subject to waiver by a shareholder pursuant to Section 2.5, the Corporation shall give written notice of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting.  The notice of an annual meeting need not state the purpose of the meeting unless these Bylaws require otherwise.  The notice of a special meeting shall state the purpose for which the meeting is called.  If an annual or special shareholders’ meeting is adjourned to a different date, time, or location, the Corporation shall give shareholders notice of the new date, time, or location of the adjourned meeting, unless a quorum of shareholders was present at the meeting and information regarding the adjournment was announced before the meeting was adjourned; provided, however, that if a new record date is or must be fixed in accordance with Section 7.6, the Corporation must give notice of the adjourned meeting to all shareholders of record as of the new record date who are entitled to vote at the adjourned meeting.

2.5Waiver of Notice.  A shareholder may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws, before or after the date and time of the matter to which the notice relates, by delivering to the Corporation a written waiver of notice signed by the shareholder entitled to the notice.  In addition, a shareholder’s attendance at a meeting shall be (a) a waiver of objection to lack of notice or defective notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose stated in the meeting notice, unless the shareholder objects to considering the matter when it is presented.  Except as otherwise required by the Code, neither the purpose of nor the business transacted at the meeting need be specified in any waiver.

2.6Voting Group; Quorum; Vote Required to Act.

a.           Unless otherwise required by the Code or the Articles of Incorporation, all classes or series of the Corporation’s shares entitled to vote generally on a matter shall for that purpose be considered a single voting group (a “Voting Group”).  If either the Articles of Incorporation or the Code requires separate voting by two or more Voting Groups on a matter, action on that matter is taken only when voted upon by each such Voting Group separately.  At all meetings of shareholders, any Voting Group entitled to vote on a matter may take action on the matter only if a quorum of that Voting Group exists at the meeting, and if a quorum exists, the Voting Group may take action on the matter notwithstanding the absence of a quorum of any other Voting Group that may be entitled to vote separately on the matter.  Unless the Articles of Incorporation, these Bylaws, or the Code provides otherwise, the presence (in person or by

2

proxy) of shares representing a majority of votes entitled to be cast on a matter by a Voting Group shall constitute a quorum of that Voting Group with regard to that matter.  Once a share is present at any meeting other than solely to object to holding the meeting or transacting business at the meeting, the share shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournments of that meeting, unless a new record date for the adjourned meeting is or must be set pursuant to Section 7.6 of these Bylaws.

b.           Except as provided in Section 3.4, if a quorum exists, action on a matter by a Voting Group is approved by that Voting Group if the votes cast within the Voting Group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a provision of these Bylaws that has been adopted pursuant to Section 14-2-1021 of the Code (or any successor provision), or the Code requires a greater number of affirmative votes.

2.7Voting of Shares.  Unless otherwise required by the Code or the Articles of Incorporation, each outstanding share of any class or series having voting rights shall be entitled to one vote on each matter that is submitted to a vote of shareholders.

2.8Proxies.  A shareholder entitled to vote on a matter may vote in person or by proxy pursuant to an appointment executed in writing by the shareholder or by his attorney-in-fact.  An appointment of a proxy shall be valid for 11 months from the date of its execution, unless a longer or shorter period is expressly stated in the proxy.

2.9Presiding Officer.  Except as otherwise provided in this Section 2.9, the Chairman of the Board, and if there is no Chairman of the Board or in his absence or disability the Chief Executive Officer, shall preside at every shareholders’ meeting (and any adjournment thereof) as its chairman, if either of them is present and willing to serve.  If neither the Chairman of the Board nor the Chief Executive Officer is present and willing to serve as chairman of the meeting, then a majority of the Corporation’s directors present at the meeting shall designate a person to serve as chairman.  If no director of the Corporation is present at the meeting or if a majority of the directors who are present cannot be established, then a chairman of the meeting shall be selected by a majority vote of (a) the shares present at the meeting that would be entitled to vote in an election of directors, or (b) if no such shares are present at the meeting, then the shares present at the meeting comprising the Voting Group with the largest number of shares present at the meeting and entitled to vote on a matter properly proposed to be considered at the meeting.  The chairman of the meeting may designate other persons to assist with the meeting.

2.10Adjournments.  At any meeting of shareholders (including an adjourned meeting), a majority of shares of any Voting Group present and entitled to vote at the meeting (whether or not those shares constitute a quorum) may adjourn the meeting, but only with respect to that Voting Group, to reconvene at a specific time and place.  If more than one Voting Group is present and entitled to vote on a matter at the meeting, then the meeting may be continued with respect to any such Voting Group that does not vote to adjourn as provided above, and such Voting Group may proceed to vote on any matter to which it is otherwise entitled to do so; provided, however, that if (a) more than one Voting Group is required to take action on a matter at the meeting and (b) any one of those Voting Groups votes to adjourn the meeting (in accordance with the preceding sentence), then the action shall not be deemed to have been taken

3

until the requisite vote of any adjourned Voting Group is obtained at its reconvened meeting.  The only business that may be transacted at any reconvened meeting is business that could have been transacted at the meeting that was adjourned, unless further notice of the adjourned meeting has been given in compliance with the requirements for a special meeting that specifies the additional purpose or purposes for which the meeting is called.  Nothing contained in this Section 2.10 shall be deemed or otherwise .construed to limit any lawful authority of the chairman of a meeting to adjourn the meeting.

2.11Conduct of the Meeting.  At any meeting of shareholders, the chairman of the meeting shall be entitled to establish the rules of order governing the conduct of business at the meeting.

2.12Action of Shareholders Without a Meeting.  Action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if permitted by the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast the requisite number of votes (or numbers, in the case of voting by groups) that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted.  The action must be evidenced by one or more written consents describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  Where required by Section 14-2-704 or other applicable provision of the Code, the Corporation shall provide shareholders with written notice of actions taken without a meeting.

4

2.13Matters Considered at Annual Meetings.  Notwithstanding anything to the contrary in these Bylaws, the only business that may be conducted at an annual meeting of shareholders shall be business brought before the meeting (a) by or at the direction of the Board of Directors or (b) by a shareholder of the Corporation who is entitled to vote with respect to the business and who complies with the notice procedures set forth in this Section 2.13.  For business to be brought properly before an annual meeting by a shareholder, the shareholder must have given timely notice of the business in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice must be delivered or mailed to and received at the principal offices of the Corporation not later than 60 days before the date that corresponds to the date of the Corporation’s proxy materials for the prior year’s annual meeting of shareholders.  A shareholder’s notice to the Secretary shall set forth a brief description of each matter of business the shareholder proposes to bring before the meeting and the reasons for conducting that business at the meeting; the name, as it appears on the Corporation’s books, and address of the shareholder proposing the business; the series or class and number of shares of the Corporation’s capital stock that are beneficially owned by the shareholder; and any material interest of the shareholder in the proposed business.  The chairman of the meeting shall have the discretion to declare to the meeting that any business proposed by a shareholder to be considered at the meeting is out of order and that such business shall not be transacted at the meeting if (i) the chairman concludes that the matter has been proposed in a manner inconsistent with this Section 2.13 or (ii) the chairman concludes that the subject matter of the proposed business is inappropriate for consideration by the shareholders at the meeting.

ARTICLE III

Board of Directors

3.1General Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation, in bylaws approved by the shareholders, or in agreements among all the shareholders that are otherwise lawful.

3.2Number, Election and Term of Office.  The number of directors of the Corporation shall be fixed by resolution of the Board of Directors from time to time and, until otherwise so fixed, shall be seven (7), and in no event shall be more than thirteen (13); provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director.  Except as provided elsewhere in this Section 3.2 and in Section 3.4, the directors whose terms expire in accordance with Article Ninth of the Articles of Incorporation shall be elected at each annual meeting of shareholders, or at a special meeting of shareholders called for purposes that include the election of directors, by a plurality of the votes cast by the shares entitled to vote and present at the meeting.  Despite the expiration of a director’s term, he shall continue to serve until his successor, if there is to be any, has been elected and has qualified.

3.3Removal of Directors.  Subject to the rights, if any, of the holders of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause, provided that directors elected by a particular Voting Group may be removed only by the shareholders in that Voting Group.  Removal action may be

5

taken only at a shareholders’ meeting for which notice of the removal action has been given.  A removed director’s successor, if any, may be elected at the same meeting to serve the unexpired term.

3.4Vacancies.  A vacancy occurring in the Board of Directors may be filled for the unexpired term, unless the shareholders have elected a successor, by the affirmative vote of a majority of the remaining directors, whether or not the remaining directors constitute a quorum; provided, however, that if the vacant office was held by a director elected by a particular Voting Group, only the holders of shares of that Voting Group or the remaining directors elected by that Voting Group shall be entitled to fill the vacancy; provided further, however, that if the vacant office was held by a director elected by a particular Voting Group and there is no remaining director elected by that Voting Group, the other remaining directors or director (elected by another Voting Group or Groups) may fill the vacancy during an interim period before the shareholders of the vacated director’s Voting Group act to fill the vacancy.  A vacancy or vacancies in the Board of Directors may result from the death, resignation, disqualification, or removal of any director, or from an increase in the number of directors.

3.5Compensation.  Directors may receive such compensation for their services as directors as may be fixed by the Board of Directors from time to time.  A director may also serve the Corporation in one or more capacities other than that of director and receive compensation for services rendered in those other capacities.

3.6Chairman of the Board.  The Board of Directors may elect a Chairman of the Board from among its members.  The Chairman of the Board, if one is elected, shall preside at and serve as chairman of meetings of the shareholders and of the Board of Directors.  The Chairman of the Board shall perform other duties and have other authority as may from time to time be delegated by the Board of Directors.

3.7Committees of the Board of Directors.  The Board of Directors may designate from among its members an executive committee or one or more other standing or ad hoc committees, each consisting of one or more directors, who serve at the pleasure of the Board of Directors.  Subject to the limitations imposed by the Code, each committee shall have the authority set forth in the resolution establishing the committee or in any other resolution of the Board of Directors specifying, enlarging, or limiting the authority of the committee.

3.8Qualification of Directors.  No person elected to serve as a director of the Corporation shall assume office and begin serving unless and until duly qualified to serve, as determined by reference to the Code, the Articles of Incorporation, and any further eligibility requirements established in these Bylaws.

3.9Certain Nomination Requirements.  No person may be nominated for election as a director at any annual or special meeting of shareholders unless (a) the nomination has been or is being made pursuant to a recommendation or approval of the Board of Directors of the Corporation or a properly constituted committee of the Board of Directors previously delegated authority to recommend or approve nominees for director; (b) the person is nominated by a shareholder of the Corporation who is entitled to vote for the election of the nominee at the subject meeting, and the nominating shareholder has furnished written notice to the Secretary of

6

the Corporation, at the Corporation’s principal office, not later than 60 days before the date that corresponds to the date of the Corporation’s proxy materials for the prior year’s annual meeting of shareholders, and the notice (i) sets forth with respect to the person to be nominated his or her name, age, business and residence addresses, principal business or occupation during the past five years, any affiliation with or material interest in the Corporation or any transaction involving the Corporation, and any affiliation with or material interest in any person or entity having an interest materially adverse to the Corporation, and (ii) is accompanied by the sworn or certified statement of the shareholder that the nominee has consented to being nominated and that the shareholder believes the nominee will stand for election and will serve if elected; or (c) (i) the person is nominated to replace a person previously identified as a proposed nominee (in accordance with the provisions of subpart (b) of this Section 3.9) who has since become unable or unwilling to be nominated or to serve if elected, (ii) the shareholder who furnished such previous identification makes the replacement nomination and delivers to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) an affidavit or other sworn statement affirming that the shareholder had no reason to believe the original nominee would be so unable or unwilling, and (iii) such shareholder also furnishes in writing to the Secretary of the Corporation (at the time of or prior to making the replacement nomination) the same type of information about the replacement nominee as required by subpart (b) of this Section 3.9 to have been furnished about the original nominee.  The chairman of any meeting of shareholders at which one or more directors are to be elected, for good cause shown and with proper regard for the orderly conduct of business at the meeting, may waive in whole or in part the operation of this Section 3.9.

ARTICLE IV

Meetings of the Board of Directors

4.1Regular Meetings.  A regular meeting of the Board of Directors shall be held in conjunction with each annual meeting of shareholders.  In addition, the Board of Directors may, by prior resolution, hold regular meetings at other times.

4.2Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, or any two directors in office at that time.

4.3Place of Meetings.  Directors may hold their meetings at any place in or outside the State of Georgia that the Board of Directors may establish from time to time.

4.4Notice of Meetings.  Directors need not be provided with notice of any regular meeting of the Board of Directors.  Unless waived in accordance with Section 4.10, the Corporation shall give at least two days’ notice to each director of the date, time, and place of each special meeting.  Notice of a meeting shall be deemed to have been given to any director in attendance at any prior meeting at which the date, time, and place of the subsequent meeting was announced.

4.5Quorum.  At meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business.

7

4.6Vote Required for Action.  If a quorum is present when a vote is taken, the vote of a majority of the directors present at the time of the vote will be the act of the Board of Directors, unless the vote of a greater number is required by the Code, the Articles of Incorporation, or these Bylaws.  A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at it; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting.  The right of dissent or abstention is not available to a director who votes in favor of the action taken.

4.7Participation by Conference Telephone.  Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment through which all persons participating may hear and speak to each other.  Participation in a meeting pursuant to this Section 4.7 shall constitute presence in person at the meeting.

4.8Action by Directors Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors.  The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  The consent may be executed in counterparts, and shall have the same force and effect as a unanimous vote of the Board of Directors at a duly convened meeting.

4.9Adjournments.  A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place.  It shall not be necessary to give notice to the directors of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned, unless a quorum was not present at the meeting that was adjourned, in which case notice shall be given to directors in the same manner as for a special meeting.  At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned.

4.10Waiver of Notice.  A director may waive any notice required by the Code, the Articles of Incorporation, or these Bylaws before or after the date and time of the matter to which the notice relates, by a written waiver signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  Attendance by a director at a meeting shall constitute waiver of notice of the meeting except where a director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

4.11Conduct of Meetings.  The Chairman of the Board, if one is elected, shall preside at and serve as chairman of meetings of the Board of Directors.  If there is no Chairman of the Board, or in his absence or disability, then a majority of the Corporation’s directors present at the meeting shall designate a person to serve as chairman of the meeting.  At any meeting of the

8

Board of Directors, the chairman of the meeting shall be entitled to establish the rules of order governing the conduct of business at the meeting.

ARTICLE V

Officers

5.1Offices.  The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may include a Chief Executive Officer separate from the President, each of whom shall be elected or appointed by the Board of Directors.  The Board of Directors from time to time may, or may authorize the Chief Executive Officer to, create and establish the duties of other offices and may, or may authorize the Chief Executive Officer to, elect or appoint, or authorize specific senior officers to appoint, the persons who shall hold such other offices, including one or more Vice Presidents (including Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents, and the like), one or more Assistant Secretaries, and one or more Assistant Treasurers.  Whether or not so provided by the Board of Directors, the Chief Executive Officer may appoint one or more Assistant Secretaries and one or more Assistant Treasurers.  Any two or more offices may be held by the same person.

5.2Term.  Each officer shall serve at the pleasure of the Board of Directors (or, if appointed by the Chief Executive Officer or a senior officer pursuant to this Article Five, at the pleasure of the Board of Directors, the Chief Executive Officer, or the senior officer authorized to have appointed the officer) until his death, resignation, or removal, or until his replacement is elected or appointed in accordance with this Article Five.

5.3Compensation.  The compensation of all officers of the Corporation shall be fixed by the Board of Directors or by a committee or officer appointed by the Board of Directors.  Officers may serve without compensation.

5.4Removal.  All officers (regardless of how elected or appointed) may be removed, with or without cause, by the Board of Directors, and any officer appointed by the Chief Executive Officer or another senior officer may also be removed, with or without cause, by the Chief Executive Officer or by any senior officer authorized to have appointed the officer to be removed.  Removal will be without prejudice to the contract rights, if any, of the person removed, but shall be effective notwithstanding any damage claim that may result from infringement of such contract rights.

5.5Chief Executive Officer.  The Chief Executive Officer (if there be one) shall be charged with the general and active management of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall have the authority to select and appoint employees and agents of the Corporation.  The Chief Executive Officer shall perform any other duties and have any other authority as may be delegated from time to time by the Board of Directors, and shall be subject to the limitations fixed from time to time by the Board of Directors.

5.6President.  If there shall be no separate Chief Executive Officer of the Corporation, then the President shall be the chief executive officer of the Corporation and shall have all the

9

duties and authority given under these Bylaws to the Chief Executive Officer.  The President shall otherwise be the chief operating officer of the Corporation and shall, subject to the authority of the Chief Executive Officer, have responsibility for the conduct and general supervision of the business operations of the Corporation.  The President shall perform such other duties and have such other authority as may from time to time be delegated by the Board of Directors or the Chief Executive Officer.  In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer.

5.7Vice Presidents.  The Vice President (if there be one) shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, whether the duties and powers are specified in these Bylaws or otherwise.  If the Corporation has more than one Vice President, the one designated by the Board of Directors or the Chief Executive Officer (in that order of precedence) shall act in the event of the absence or disability of the President.  Vice Presidents shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

5.8Secretary.  The Secretary shall be responsible for preparing minutes of the meetings of shareholders, directors, and committees of directors and for authenticating records of the Corporation.  The Secretary or any Assistant Secretary shall have authority to give all notices required by law or these Bylaws.  The Secretary shall be responsible for the custody of the corporate books, records, contracts, and other documents.  The Secretary or any Assistant Secretary may affix the corporate seal to any lawfully executed documents requiring it, may attest to the signature of any officer of the Corporation, and shall sign any instrument that requires the Secretary’s signature.  The Secretary or any Assistant Secretary shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

5.9Treasurer.  Unless otherwise provided by the Board of Directors, the Treasurer shall be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Board of Directors.  The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Board of Directors, the Chief Executive Officer and President upon request.  The Treasurer or Assistant Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors, the Chief Executive Officer, or the President.

ARTICLE VI

Distributions and Dividends

Unless the Articles of Incorporation provide otherwise, the Board of Directors, from time to time in its discretion, may authorize or declare distributions or share dividends in accordance with the Code.

10

ARTICLE VII

Shares

7.1Shares with or without Certificates.  The Corporation may issue shares in the Corporation with or without certificates.  All certificates representing shares of the Corporation shall be in such form as the Board of Directors from time to time may adopt in accordance with the Code.  Share certificates shall be in registered form and shall indicate the date of issue, the name of the Corporation, that the Corporation is organized under the laws of the State of Georgia, the name of the shareholder, and the number and class of shares and designation of the series, if any, represented by the certificate.  Each certificate shall be signed by the President or a Vice President  (or in lieu thereof, by the Chief Executive Officer, if there be one) and may be signed by the Secretary or an Assistant Secretary; provided, however, that where the certificate is signed (either manually or by facsimile) by a transfer agent, or registered by a registrar, the signatures of those officers may be facsimiles.  Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the holder of such shares a written statement as prescribed by the Code.

7.2Rights of Corporation with Respect to Registered Owners.  Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares (or the beneficial owner of the shares to the extent of any rights granted by a nominee certificate on file with the Corporation pursuant to any procedure that may be established by the Corporation in accordance with the Code) as the person exclusively entitled to vote the shares, to receive any dividend or other distribution with respect to the shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in the  shares  on the  part of any  other  person,  whether or not it has express or other  notice of such a claim or interest, except as otherwise provided by law.

7.3Transfers of Shares.  Transfers of shares shall be made upon the books of the Corporation kept by the Corporation or by the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate (or, with respect to uncertificated shares, the registered owner of such shares) or by an attorney lawfully constituted in writing. Before any new certificate is issued or before any transfer of uncertificated shares is registered, any old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen, or destroyed, the provisions of Section 7.5 of these Bylaws shall have been complied with.

7.4Duty of Corporation to Register Transfer.  Notwithstanding any of the provisions of Section 7.3 of these Bylaws, the Corporation is under a duty to register the transfer of its shares only if: (a) the share certificate, if any, is endorsed by the appropriate person or persons;  (b) reasonable assurance is given that each required endorsement or other instruction is genuine and authorized; (c) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; (d) any applicable law relating to the collection of taxes has been complied with; (e) the transfer is in fact rightful or is to a bona fide purchaser; and (f) the transfer is in compliance with applicable provisions of any transfer restrictions of which the Corporation shall have notice.

11

7.5Lost, Stolen, or Destroyed Certificates.  Any person claiming a share certificate to be lost, stolen, or destroyed shall make an affidavit or affirmation of this claim in such a manner as the Corporation may require and shall, if the Corporation requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Corporation, as the Corporation may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

7.6Fixing of Record Date.  For the purpose of determining shareholders (a) entitled to notice of or to vote at any meeting of shareholders or, if necessary, any adjournment thereof, (b) entitled to receive payment of any distribution or dividend, or (c) for any other proper purpose, the Board of Directors may fix in advance a date as the record date. The record date may not be more than 70 days (and, in the case of a notice to shareholders of a shareholders’ meeting, not less than 10 days) prior to the date on which the particular action, requiring the determination of shareholders, is to be taken. A separate record date may be established for each Voting Group entitled to vote separately on a matter at a meeting.  A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, unless the Board of Directors shall fix a new record date for the reconvened meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

7.7Record Date if None Fixed.  If no record date is fixed as provided in Section 7.6, then the record date for any determination of shareholders that may be proper or required by law shall be, as appropriate, the date on which notice of a shareholders’ meeting is mailed, the date on which the Board of Directors adopts a resolution declaring a dividend or authorizing a distribution, or the date on which any other action is taken that requires a determination of shareholders.

ARTICLE VIII

Indemnification

8.1Indemnification of Directors.  The Corporation shall indemnify and hold harmless any person (an “Indemnified Person”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action or suit by or in the right of the corporation) by reason of the fact that he is or was a director of the corporation, against expenses (including, but not limited to, attorney’s fees and disbursements, court costs and expert witness fees), and against any judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; provided, that no indemnification shall be made in respect of (a) expenses, judgments, fines and amounts paid in settlement attributable to (i) any appropriation, in violation of such person’s duty to the corporation, of any business opportunity of the corporation, (ii) acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) liability under Section 14-2-832 of the Georgia Business Corporation Code, and (iv) any transaction from which such person derived an improper personal benefit, or (b) any other judgments, fines and amounts paid in settlement to the extent that such amounts do not exceed liability limits, if any, set forth in the corporation’s  articles of incorporation.

12

8.2Indemnification of Officers and Others.

a.           The Board of Directors shall have the power to cause the Corporation to provide to officers, employees, and agents of the Corporation all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.5, and 8.11 of this Article Eight (subject to the conditions, limitations, and obligations specified therein, but not subject however to the limitation imposed under clause (b) of Section 8.1 of this Article Eight), upon a resolution to that effect identifying officers, employees, or agents (by position or name) and specifying the particular rights provided, which may be different for each of the officers, employees and agents identified.  Each officer, employee, or agent of the Corporation so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.

b.           The Corporation shall indemnify and hold harmless each officer identified as an executive officers in the Corporation’s reports and filings with the United States Securities and Exchange Commission (an “Executive Officer”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action or suit by or in the right of the corporation) by reason of the fact that he is or was an officer or agent of the corporation, against expenses (including, but not limited to, attorney’s fees and disbursements, court costs and expert witness fees), and against any judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; provided, that no indemnification shall be made in respect of expenses, judgments, fines and amounts paid in settlement attributable to (i) any appropriation, in violation of such person’s duty to the corporation, of any business opportunity of the corporation, (ii) acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) liability under Section 14-2-832 of the Georgia Business Corporation Code, and (iv) any transaction from which such person derived an improper personal benefit.  Each Executive Officer shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.

8.3Subsidiaries.  The Board of Directors shall have the power to cause the Corporation to provide to any director, officer, employee, or agent of the Corporation who also is a director, officer, trustee, general partner, employee, or agent of a Subsidiary (as defined below), all or any part of the right to indemnification and other rights of the type provided under Sections 8.1, 8.2, 8.5, and 8.11 of this Article Eight (subject to the conditions, limitations, and obligations specified therein with regard to amounts actually and reasonably incurred by such person by reason of the fact that he is or was a director, officer, trustee, general partner, employee or agent of the Subsidiary.  The Board of Directors shall exercise such power, if at all, through a resolution identifying the person or persons to be indemnified (by position or name) and the Subsidiary (by name or other classification), and specifying the particular rights provided, which may be different for each of the directors, officers, employees and agents identified.  Each person so identified shall be an “Indemnified Person” for purposes of the provisions of this Article Nine.  As used in this Article Nine, “Subsidiary” shall mean (i) another corporation, joint venture, trust, partnership or unincorporated business association more than twenty percent (20%) of the voting capital stock or other voting equity interest of which was, at or after the time the circumstances giving rise to such action, suit or proceeding arose, owned, directly or indirectly, by the corporation, or (ii) a nonprofit corporation which receives its principal financial support from the corporation or its subsidiaries.

13

8.4Determination.  Notwithstanding any judgment, order, settlement, conviction, or plea in any action, suit or proceeding of the kind referred to in Section 8.1 of this  Article  Eight, an  Indemnified  Person shall be entitled to indemnification as provided in such Section 8.1 unless a determination that such Indemnified Person is not entitled to such indemnification (because of the applicability of clause (a) or (b) of such Section 8.1) shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not seeking the benefits of such indemnification; or (ii) if such quorum is not obtainable, or, even if obtainable if a quorum of such disinterested directors so directs, in a written opinion by independent legal counsel (which counsel may be the outside legal counsel regularly employed or retained by the corporation); or (iii) if a quorum cannot be obtained under (i) above and in the absence of a written opinion by independent legal counsel by majority vote or consent of a committee duly designated by the Board of Directors (in which designation interested directors may participate), consisting solely of one or more directors who are not seeking the benefit of such indemnification.  Provided, however, that notwithstanding any determination pursuant to the preceding sentence, if such determination shall have been made at a time that the members of the Board of Directors, so serving when the events upon which such Indemnified Person’s liability has been based occurred, no longer constitute a majority of the members of the Board of Directors, then such Indemnified Person shall nonetheless be entitled to indemnification as set forth in such Section 8.1 unless the Company shall carry the burden of proving, in an action before any court of competent jurisdiction, that such Indemnified Person is not entitled to indemnification because of the applicability of clause (a) or (b) of such Section 8.1.

8.5Advances.  Expenses (including, but not limited to, attorneys’ fees and disbursements, court costs, and expert witness fees) incurred by the Indemnified Person in defending any action, suit or proceeding of the kind described in Section 8.1 or 8.2 hereof shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon: (i) the Indemnified Person delivering the affirmation and the undertaking described in subparagraph (c) of Section 856 of the Code (whether or not such Indemnified Person is a director), and (ii) the Board of Directors shall not have made a determination, (any such determination to be made in the manner described in Section 8.4 of these Bylaws), that the person seeking indemnification is not entitled to indemnification because such person’s conduct constitutes behavior of the type described in either clauses (a) or (b) of Section 8.1 of these Bylaws or clauses (i), (ii), (iii) or (iv) of Section 8.2(b) of these Bylaws.  The Corporation may make the advances contemplated by this Section 8.5 regardless of the Indemnified Person’s financial ability to make repayment. Advances and undertakings to repay pursuant to this Section 8.5 shall be on such terms and conditions as the Board of Directors shall determine from time to time, and may be unsecured and interest-free.

8.6Non-Exclusivity; Continuing Benefits.  The indemnification and advancement of expenses provided by this Article Eight shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation, or any Bylaw, resolution, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the corporation, as the case may be, and shall inure to the benefit of the heirs, executors and administrators of such a person.

14

8.7Insurance.  The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, general partner, employee, or agent of another  corporation, nonprofit  corporation, joint venture, trust, partnership, unincorporated business association or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article Eight.

8.8Notice.  If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall, not later than the next annual meeting of shareholders, unless such meeting is held within three (3) months from the date of such payment, and in any event, within fifteen (15) months from the date of such payment, send by first class mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amount paid and the nature and status at the time of such payment of the litigation or threatened litigation.

8.9Security.  The Corporation may designate certain of its assets as collateral, provide self-insurance or otherwise secure its obligations under this Article Eight, or under any indemnification agreement or plan of indemnification adopted and entered into in accordance with the provisions of this Article Eight, as the Board of Directors deems appropriate.

8.10Amendment.  Any amendment to this Article Eight that limits or otherwise adversely affects the right of indemnification, advancement of expenses, or other rights of any Indemnified Person hereunder shall, as to such Indemnified Person, apply only to claims, actions, or proceedings based on actions, events, or omissions (collectively, “Post Amendment Events”) occurring after such amendment and after delivery of notice of such amendment to the Indemnified Person so affected.  Any Indemnified Person shall, as to any claim, action, suit or proceeding based on actions, events, or omissions occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses, and other rights under this Article Eight to the same extent as had such provisions continued as part of the Bylaws of the Corporation without such amendment.  This Section 8.10 cannot be altered, amended, or repealed in a manner effective as to any Indemnified Person (except as to Post Amendment Events) without the prior written consent of such Indemnified Person. The Board of Directors may not alter, amend or repeal any provision of this Article Eight in a manner that extends or enlarges the right of any person to indemnification or advancement of expenses hereunder, except with the approval of the holders of a majority of all the shares of capital stock of the corporation entitled to vote thereon at a meeting called for such purpose.

8.11Agreements.  The provisions of this Article Eight shall be deemed to constitute an agreement between the Corporation and each Person entitled to indemnification hereunder.  In addition to the rights provided in this Article Eight, the Corporation shall have the power, upon authorization by the Board of Directors, to enter into an agreement or agreements providing to any person who is or was a director, officer, employee or agent of the Corporation indemnification rights substantially similar to those provided in this Article Eight.

15

8.12Successors.  For purposes of this Article Eight, the terms “Corporation” or “this Corporation” shall include any corporation, joint venture, trust, partnership, or unincorporated business association which is the successor to all or substantially all of the business or assets of this Corporation, as a result of merger, consolidation, sale, liquidation, or otherwise, and any such successor shall be liable to the persons indemnified under this Article Eight on the same terms and conditions and to the same extent as this Corporation.

8.13Additional Indemnification.  In addition to the specific indemnification rights set forth herein, the Corporation shall indemnify each of its directors and officers to the full extent permitted by action of the Board of Directors without shareholder approval under the Code or other laws of the State of Georgia as in effect from time to time.

ARTICLE IX

Miscellaneous

9.1Inspection of Books and Records.  The Board of Directors shall have the power to determine which accounts, books, and records of the Corporation shall be available for shareholders to inspect or copy, except for those books and records required by the Code to be made available upon compliance by a shareholder with applicable requirements, and shall have the power to fix reasonable rules and regulations (including confidentiality restrictions and procedures) not in conflict with applicable law for the inspection and copying of accounts, books, and records that by law or by determination of the Board of Directors are made available.  Unless required by the Code or otherwise provided by the Board of Directors, a shareholder of the Corporation holding less than two percent (2%) of the total shares of the Corporation then outstanding shall have no right to inspect the books and records of the Corporation.

9.2Fiscal Year.  The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the fiscal year from time to time as it deems appropriate.

9.3Corporate Seal.  The corporate seal will be in such form as the Board of Directors may from time to time determine.  The Board of Directors may authorize the use of one or more facsimile forms of the corporate seal.  The corporate seal need not be used unless its use is required by law, by these Bylaws, or by the Articles of Incorporation.

9.4Annual Statements.  Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year.  Upon receipt of written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement, in such form and with such information as the Code may require.

9.5Notice.

a.           Whenever these Bylaws require notice to be given to any shareholder or to any director, the notice may be given by mail, in person, by courier delivery, by telephone, or by

16

telecopier, telegraph, or similar electronic means.  Whenever notice is given to a shareholder or director by mail, the notice shall be sent by depositing the notice in a post office or letter box in a postage-prepaid, sealed envelope addressed to the shareholder or director at his or her address as it appears on the books of the Corporation.  Any such written notice given by mail shall be effective: (i) if given to shareholders, at the time the same is deposited in the United States mail; and (ii) in all other cases, at the earliest of (x) when received or when delivered, properly addressed, to the addressee’s last known principal place of business or residence, (y) five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed, or (z) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.  Whenever notice is given to a shareholder or director by any means other than mail, the notice shall be deemed given when received.

b.           In calculating time periods for notice, when a period of time measured in days, weeks, months, years, or other, measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.

ARTICLE X

Amendments

Except as otherwise provided under the Code or in Article 8 hereof, the Board of Directors shall have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws.  Any Bylaws adopted by the Board of Directors may be altered, amended, or repealed, and new Bylaws adopted, by the shareholders.  The shareholders may prescribe in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be altered, amended, or repealed by the Board of Directors.

17

EX-31.1

Exhibit 31.1

I, Dr. Gioacchino DeChirico, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Immucor, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 4, 2007

 /s/ Dr. Gioacchino DeChirico

Dr. Gioacchino DeChirico,

Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Patrick D. Waddy, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Immucor, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 4, 2007

/s/ Patrick D. Waddy

Patrick D. Waddy,

Chief Financial Officer and Secretary (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                In connection with the Quarterly Report on Form 10-Q for the period ended August 31, 2007 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

October 4, 2007	/s/ Dr. Gioacchino DeChirico
	Dr. Gioacchino DeChirico
	Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                In connection with the Quarterly Report on Form 10-Q for the period ended August 31, 2007 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

October 4, 2007	/s/ Patrick D. Waddy
	Patrick D. Waddy
	Chief Financial Officer