-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OE9Gb17IFZv7YMH6VS55vnZJt+RxPcKp9r3XgihfOdgphlXU85F2iBp0RHY9t9sb zzOl5pTCzD0Vn6Zo/amVdQ== 0000801748-96-000023.txt : 19961224 0000801748-96-000023.hdr.sgml : 19961224 ACCESSION NUMBER: 0000801748-96-000023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961223 EFFECTIVENESS DATE: 19961223 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMACARE CORP /CA/ CENTRAL INDEX KEY: 0000801748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 953280412 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18601 FILM NUMBER: 96684965 BUSINESS ADDRESS: STREET 1: 4954 VAN NUYS BLVD 2ND FLR CITY: SHERMAN OAKS STATE: CA ZIP: 91403 BUSINESS PHONE: 8189863883 MAIL ADDRESS: STREET 1: 4954 VAN NUYS BLVD, 2ND FL. CITY: SHERMAN STATE: CA ZIP: 91403 S-8 1 As filed with the Securities and Exchange Commission on December 23, 1996 File No. 33-________ ==================================================================== Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEMACARE CORPORATION ------------------------------------------------------ (Exact Name of Registrant as specified in its Charter) California 95-3280412 - ------------------------------- --------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 4954 Van Nuys Boulevard, Sherman Oaks, California 91403 - ------------------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) HemaCare Corporation 1996 Stock Incentive Plan ---------------------------------------------- (Full Title of the Plan) HAL I. LIEBERMAN 4954 Van Nuys Boulevard, Sherman Oaks, California 91403 ------------------------------------------------------------ (Name and Address of Agent for Service) (818) 986-3883 ------------------------------------------------------------ (Telephone Number, including Area Code, of Agent for Service) Please send copies of all correspondence to: GORDON R. KANOFSKY, ESQ. Sanders, Barnet, Goldman, Simons & Mosk A Professional Corporation 1901 Avenue of the Stars, Suite 850 Los Angeles, California 90067-6078 (310) 551-8407 CALCULATION OF REGISTRATION FEE
============================================================================================= Title of Proposed Maximum Proposed Maximum Amount of Securities to be Amount to be Offering Price Aggregate Offering Registration Registered Registered per Share Price Fee - --------------------------------------------------------------------------------------------- Common Stock, 750,000 shares $2.75 (2) $ 2,062,500 $ 625.00 without par value (1) =============================================================================================
(1) Includes an indeterminable number of shares which may be issued as a result of anti-dilution provisions set forth in the stock incentive plan to which this Registration Statement relates. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based upon the last sale price for the Registrant's Common Stock as reported on the Nasdaq SmallCap Market on December 20, 1996. 2 EXPLANATORY NOTE This Registration Statement relates to up to 750,000 shares of common stock that may be issued pursuant to awards of stock options and restricted stock that may be made under the HemaCare Corporation 1996 Stock Incentive Plan, as amended and restated through September 17, 1996. The maximum number of shares of common stock issuable is subject to adjustment as a result of certain anti-dilution provisions in such plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. - ------- ---------------------------------------- There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"): (a) the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended by Form 10-K/A, including the portions of the Registrant's definitive proxy statement, dated April 22, 1996, for its 1996 Annual Meeting of Shareholders incorporated by reference into such Annual Report, as such definitive proxy statement was modified by the Registrant's definitive supplement to proxy statement, dated June 14, 1996, each of which have been filed by the Registrant with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1996, June 30, 1996 and September 30, 1996, filed with the Commission pursuant to Section 13(a) of the Exchange Act; (c) the Registrant's Current Reports on Form 8-K dated July 19, 1996 and August 19, 1996, filed with the Commission pursuant to Section 13(a) of the Exchange Act; and (d) the description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A, dated December 5, 1986, filed with the Commission pursuant to Section 12 of the Exchange Act, and any amendment or report filed with the Commission for the purpose of updating such description. All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have II-2 been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. - ------- -------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. - ------- --------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. - ------- ------------------------------------------ Under Article III, Section 16 of its Bylaws, the Registrant is required to indemnify its directors and officers against expenses and other liabilities if such person acted in good faith and for a purpose he or she reasonably believed to be in the best interests of the Registrant, including actions threatened, pending or completed by or in the right of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that if the action or proceeding is by or in the right of the Registrant, indemnification shall not be made (i) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant in the performance of his or her duty to the Registrant or (ii) if the claim is settled or otherwise disposed of without court approval. Under Section 317 of the General Corporation Law of the State of California (the "California GCL"), to the extent that an officer or director of the Registrant is successful on the merits in the defense of an action, the Registrant must indemnify such person for his or her actual and reasonable expenses incurred in connection with such defense. Under Section 317 of the California GCL and Article III, Section 16 of the Registrant's Bylaws, the Registrant may advance expenses of an indemnifiable person in defending an action; provided that such advancement of expenses may be made only if the person provides an undertaking to reimburse the Registrant if it is ultimately determined that the person is not entitled to be indemnified against such expenses. Additionally, Article Five of the Registrant's Articles of Incorporation provide that directors shall not be personally liable to the Registrant or its shareholders for monetary damages for breach of their fiduciary duty of care as directors to the fullest extent that such exclusion of liability is permissible under California law. II-3 4 Section 317 of the California GCL empowers the Registrant to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against or incurred by such persons in such capacities or arising out of such status, whether or not the Registrant would have the power to indemnify such persons against that liability under the California GCL. The Registrant has a contract for insurance coverage under which its directors and officers (as well as the Registrant) are indemnified under certain circumstances with respect to litigation and other costs and liabilities arising out of actual or alleged misconduct of such directors and officers. Section 13.4 of the stock incentive plan to which this Registration Statement related requires the Registrant to indemnify its directors and officers to the maximum extent permitted by law against liabilities in respect of any action, determination or interpretation taken or made with respect to such plan. The above-described provisions relating to the indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1993, as amended (the "Securities Act"). Item 7. Exemption From Registration Claimed. - ------- ------------------------------------ Not Applicable. Item 8. Exhibits. - ------- --------- 5.1 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation (contained in Exhibit 5.1). 24.1 Power of Attorney (see page S-1). Item 9. Undertakings. - ------- ------------- (a) The undersigned Registrant hereby undertakes: (1) To file during any period in which offers and sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in II-4 5 this Registration Statement; or (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction II-5 6 the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-6 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sherman Oaks, State of California, on the 23rd day of December 1996. HEMACARE CORPORATION By: /s/ HAL I. LIEBERMAN ------------------------- Hal I. Lieberman President and Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES -------------------------------- Each person whose signature appears below constitutes and appoints Hal I. Lieberman and Sharon C. Kaiser, or either of them, jointly and severally, his/her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to do any and all things and to execute any and all instruments which said attorneys-in-fact and agents deem necessary or advisable to enable HemaCare Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof in connection with this Registration Statement to the same extent that he/she could do in person, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his/her name on any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits to, and other documents in connection with, this Registration Statement with the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - ----------------------- ------------------------ ---------------- /s/ GLENN W. BARTLETT - ------------------------ Chairman of the Board December 23, 1996 Glenn W. Bartlett, Ph.D of Director /s/ HAL I. LIEBERMAN President, Chief Executive December 23, 1996 - ------------------------ Officer and Director Hal I. Lieberman (principal executive officer)
S-1 8
/s/ SHARON C. KAISER Chief Financial Officer December 23, 1996 - ------------------------ and Director (principal Sharon C. Kaiser financial and accounting officer) /s/ JON B. VICTOR - ------------------------ Director December 23, 1996 Jon B. Victor
S-2 9 EXHIBIT INDEX
No. Description of Exhibit Method of Filing - ---- ---------------------- ---------------- 5.1 Opinion of Sanders, Barnet, Filed electronically herewith Goldman, Simons & Mosk, A Professional Corporation 23.1 Consent of Arthur Andersen LLP Filed electronically herewith 23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation Contained in Exhibit 5.1 24.1 Power of Attorney (see page Filed electronically herewith S-1)
EX-5.1 2 EXHIBIT 5.1 LAW OFFICES SANDERS, BARNET, GOLDMAN, SIMONS & MOSK A PROFESSIONAL CORPORATION 1901 AVENUE OF THE STARS, SUITE 850 LOS ANGELES, CALIFORNIA 90067 TELEPHONE (310) 553-8011 TELECOPIER (310) 553-2435 December 23, 1996 The Board of Directors HemaCare Corporation 4954 Van Nuys Boulevard Sherman Oaks, California 91403 RE: HemaCare Corporation Registration Statement on Form S-8 Ladies and Gentlemen: We have represented HemaCare Corporation, a California corporation (the "Company"), as special securities counsel, in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Act"), of 750,000 shares (the "Shares") of its Common Stock, without par value (the "Common Stock"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") on or about December 23, 1996. The Shares are issuable pursuant to restricted stock awards or upon the exercise of stock options, in either case granted under the HemaCare Corporation 1996 Stock Incentive Plan, as amended and restated through September 17, 1996 (the "Plan"). As such counsel, we have considered such matters of law as we have deemed appropriate under the circumstances. Additionally, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, certificates, documents and other instruments, consulted with officers and other representatives of the Company and have obtained such representations with respect to such matters of fact as we have deemed necessary or advisable; however, we have not necessarily independently verified the content of factual statements made to us in connection therewith or the veracity of such representations. We have assumed without independent verification or investigation (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals and (iii) the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. On the basis of the foregoing, we are of the opinion as of the date hereof that the Shares, when issued and sold upon the exercise of stock options pursuant to the Plan, will be validly issued, fully paid and nonassessable shares of Common Stock of the Company, and that the Shares, issued in connection with restricted stock awards pursuant to the Plan, upon the lapse of the applicable forfeiture restrictions imposed pursuant to the Plan, will be validly issued, fully paid and nonassessable shares of Common Stock of the Company; provided, however, that in each case the grant or award of stock options or restricted stock pursuant to the Plan is specifically approved by the Board of Directors of the Company without delegation to any committee of directors as required by the Bylaws of the Company. The law covered by the opinion set forth above is limited to the laws of the State of California. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Sanders, Barnet, Goldman, Simons & Mosk ------------------------------------------- SANDERS, BARNET, GOLDMAN, SIMONS & MOSK, A Professional Corporation EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 7, 1996 Included in HemaCare Corporation's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ------------------------------- Arthur Andersen LLP Los Angeles, California December 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----