-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, P5wsJceNC/nJeGmOxqJ8Hrxi1IZ+4M+sSiAYtCa1xt2ofORnodfrI2HdiQVYSQLb IFZFQyLU/81k/YKrJH5tsA== 0000801748-95-000005.txt : 19950612 0000801748-95-000005.hdr.sgml : 19950612 ACCESSION NUMBER: 0000801748-95-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950609 EFFECTIVENESS DATE: 19950628 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: 033-60101 FILM NUMBER: 95546126 BUSINESS ADDRESS: STREET 1: 4954 VAN NUYS BLVD, 2ND FL. CITY: SHERMAN OAKS STATE: CA ZIP: 91403 BUSINESS PHONE: 818-986-3883 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 June 9, 1995 File No. 33- ======================================================================== SECURITIES AND EXCHANGE COMMISSION 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 1986 Stock Option 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. Hughes Hubbard & Reed 350 South Grand Avenue, 36th Floor Los Angeles, California 90071-3442 (213) 613-2800 CALCULATION OF REGISTRATION FEE
Proposed Title of Securities Amount to be Proposed Maximum Aggregate Offering Amount of to be Registered Registered Offering Price Per Share Price Registration Fee - ------------------- ------------- ------------------------ ------------------ ----------------- Common Stock, without par value 160,000 shares $2.20 $352,000 $122.00 ===================== =================== ========================= =================== ================== (1) Includes an indeterminable number of shares which may be issued as a result of anti-dilution provisions set forth in the stock option plan to which this Registration Statement relates. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq/SmallCap Market on June 7, 1995.
EXPLANATORY NOTE This Registration Statement relates to an amendment of the HemaCare Corporation 1986 Stock Option Plan that increased the aggregate number of shares of common stock authorized for issuance thereunder from 800,000 to 960,000. Of such shares, 800,000 have already been registered (450,000 shares were registered pursuant to a Registration Statement on Form S-8 (File No. 33-30971), which was filed with the Commission on September 11, 1989, and an additional 350,000 shares were registered pursuant to a Registration Statement on Form S-8 (File No. 33-52622), which was filed with the Commission on October 2, 1992 (the "1992 Registration Statement")). This Registration Statement, therefore, relates to the remaining 160,000 shares that may be issued pursuant to such plan. The contents of the 1992 Registration Statement are hereby incorporated by reference. The Items below contain information required in this Registration Statement that was not included in the 1992 Registration Statement. 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, 1994, including the portions of the Registrant's definitive proxy statement for its 1995 Annual Meeting of Shareholders incorporated by reference into such Annual Report; and (b) 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 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 II-2 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 8. Exhibits. --------- 4.3 HemaCare Corporation 1986 Stock Option Plan, as amended (incorporated by referenced to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994). 5.1 Opinion of Hughes Hubbard & Reed. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1). 24.1 Power of Attorney (see page S-1). II-3 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 9th day of June, 1995. HEMACARE CORPORATION By:/s/ HAL I. LIEBERMAN --------------------------- Hal I. Lieberman President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hal I. Lieberman and Thomas M. Asher, or either of them, jointly and severally, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. 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/ THOMAS M. ASHER Chairman of the Board June 9, 1995 - ------------------------- of Directors Thomas M. Asher, Ph.D. /s/ HAL I. LIEBERMAN President, Chief Executive June 9, 1995 - ------------------------ Officer and Director Hal I. Lieberman (principal executive officer) S-1 /s/ JOSHUA LEVY Sr. Vice President and June 9, 1995 - ------------------------- Director Joshua Levy, M.D. /s/ GLENN W. BARTLETT Director June 9, 1995 - ------------------------- Glenn W. Bartlett, Ph.D. Director June 9, 1995 - ------------------------- Alfred G. Scheid /s/ WILLIS L. WARNER Director June 9, 1995 - ------------------------- Willis L. Warner, M.D. /s/ SHARON C. KAISER - ------------------------- Chief Financial Officer June 9, 1995 Sharon C. Kaiser (principal financial and accounting officer) S-2 EXHIBIT INDEX
Sequentially Description of Exhibit Numbered Page - ---------------------- ------------- 4.3 HemaCare Corporation 1986 Stock Option Plan, as amended (incorporated by referenced to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994).......................... 5.1 Opinion of Hughes Hubbard & Reed........................... Filed herewith electronically 23.1 Consent of Arthur Andersen LLP............................. Filed herewith electronically 23.2 Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1) Filed herewith electronically 24.1 Power of Attorney (see page S-1)........................... Filed herewith electronically
EX-5.1 2 EXHIBIT 5.1 AND EXHIBIT 23.2 EXHIBIT 5.1 June 8, 1995 EXHIBIT 23.2 HemaCare Corporation 4954 Van Nuys Boulevard Sherman Oaks, California 91403 Re: Registration Statement on Form S-8 ----------------------------------- Gentlemen: We have represented HemaCare Corporation, a California company (the "Company"), as special securities counsel in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 160,000 shares of the Company's common stock, without par value (the "Shares"), issuable upon exercise of stock options granted under the HemaCare Corporation 1986 Stock Option Plan, as amended (the "Plan"). The Shares are being registered by the Company on a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Commission") on or about June 9, 1995 (the "Registration Statement"). As such special securities counsel, and for the purpose of rendering this opinion, we have reviewed such corporate records and other documents as we have deemed necessary, including, but not limited to, the following: (a) Articles of Incorporation, as currently in effect, of the Company; (b) Bylaws, as currently in effect, of the Company (the "Bylaws"); (c) The Plan; (d) Certain resolutions adopted by the Board of Directors and the Shareholders of the Company and related documents adopting and approving the Plan and amendments thereto; (e) A letter, dated June 8, 1995, from the Company to this Firm in connection with the delivery of this opinion; and (f) The Registration Statement, in the form proposed to be filed with the Commission under the Act, together with exhibits to be filed in connection therewith and the form of Prospectus related thereto. Additionally, we have 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, such examinations of law and such other information as we have deemed relevant under the circumstances, we are of the opinion as of the date hereof that the Shares, when issued and sold pursuant to the Plan and the Bylaws, will be validly issued, fully paid and nonassessable shares of common stock 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 relating to the Shares. 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 Securities Act or the rules or regulations of the Commission promulgated thereunder. Very truly yours, Hughes Hubbard & Reed - ---------------------- HUGHES HUBBARD & REED EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this registration statement on Form S-8 for the HemaCare Corporation 1986 Stock Option Plan. Arthur Andersen LLP ------------------- ARTHUR ANDERSEN LLP Los Angeles, California June 9, 1995 -----END PRIVACY-ENHANCED MESSAGE-----