-----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, CbSSSG6jcmYmIwOk4+qkz1C+tI2vlPMova8CxcI8tm/m/+HuWlZ3yhlYd05ItvAB fkE37jii4IT4Z94dsQIN+w== 0000801748-96-000013.txt : 19960801 0000801748-96-000013.hdr.sgml : 19960801 ACCESSION NUMBER: 0000801748-96-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960719 ITEM INFORMATION: Other events FILED AS OF DATE: 19960731 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15223 FILM NUMBER: 96601828 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 1996 HEMACARE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-15223 95-3280412 ------------------ ----------------------- ------------------ State or other Commission File Number) (IRS Employer jurisdiction of Identification Number) incorporation or organization) 4954 Van Nuys Boulevard Sherman Oaks, California 91403 ------------------------------------------------------------ (Address of principal executive offices and Zip Code) (818) 986-3883 ------------------------------------------------------------ (Registrant's telephone number, including area code) (Not Applicable) ------------------------------------------------------------- (Former name or former address, if changed since last report) 1 Item 5. Other Events. - ---------------------- On July 19, 1996, HemaCare Corporation (the "Registrant") and Medicorp Inc. ("Medicorp") entered into a Settlement Agreement and Mutual Release (the "Medicorp Settlement Agreement") resolving all disputes between them related to their February 1993 License Agreement. The License Agreement provided for the license by Medicorp to the Registrant of certain patent rights underlying the Registrant's research and development of Immupath , an experimental anti-HIV hyperimmune plasma-based product intended for the treatment of Acquired Immune Deficiency Syndrome (AIDS). This project, together with the other related business of the Registrant's HemaBiologics, Inc. subsidiary ("HBI"), was discontinued by the Registrant in November 1995. In consideration of the license rights, the Registrant was obligated to pay monetary royalties to Medicorp and issued to Medicorp common stock purchase warrants exercisable through February 17, 2003 for 400,000 shares of the Registrant's common stock at an exercise price of $5.50 per share (the "Medicorp Warrants"). Each party to the License Agreement had previously notified the other party of its termination of the License Agreement due to alleged breaches of the License Agreement by the other party. The Registrant further notified Medicorp that the Registrant's purported termination of the License Agreement for cause also resulted in the termination of the Medicorp Warrants. Medicorp denied that it had breached the License Agreement, asserted that the Medicorp Warrants remained outstanding and asserted that the Registrant was liable to Medicorp for approximately $425,000 in past due royalties under the License Agreement. In the Medicorp Settlement Agreement, the parties agreed (i) to terminate the License Agreement, (ii) to mutually release each other from all prior monetary and other breaches of the License Agreement, (iii) that the Medicorp Warrants would remain outstanding and exercisable and (iv) that the Registrant would grant a nonexclusive royalty-free license to Medicorp to certain research data and other documentation associated with the Immupath project. The Medicorp Settlement Agreement does not require any monetary settlement payments by either party. In November 1995, the Registrant decided to discontinue HBI's research and development operations and established a reserve in the amount of approximately $1,035,000 for estimated HBI operating losses during the period of disposal. Included in this reserve was approximately $600,000 for the resolution of contingent liabilities in connection with the License Agreement and the Medicorp Warrants, none of which will be required to be applied for this purpose. To date, the overall results of the disposal of discontinued operations, including the resolution of the Medicorp dispute, have been more favorable than anticipated. Upon the substantial completion of the disposal, the positive or negative balance of the reserve will be realized or expensed, as the case may be, on the Registrant's operating statement with the resulting balance sheet effect of reclassifying the amount of the reserve from liabilities to shareholders' equity. Although subject to a number of factors beyond the control of the Registrant, management believes that the disposal of the remainder of the discontinued HBI operations will be substantially completed during the third or fourth quarter of 1996. -1- 2 Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements. --------------------- None. (b) Pro forma financial information. --------------------------------
HEMACARE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET June 30, 1996 ------------------------------------------ Actual (Unaudited) Adjustment(1) Pro Forma ------------- ------------- ------------ ASSETS Cash and cash equivalents $ 995,600 $ 995,600 Other current assets 2,035,900 2,035,900 ------------- ------------- 3,031,500 3,031,500 Plant and equipment 961,600 961,600 Other long-term assets 182,800 182,800 ------------- ------------- $ 4,175,900 $ 4,175,900 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 2,282,700 $ 2,282,700 Long-term liabilities 1,411,800 (600,000) 811,800 ------------- ------------- 3,694,500 3,094,500 Shareholders' Equity Common Stock 12,312,900 12,312,900 Accumulated Deficit (11,831,500) 600,000 (11,231,500) ------------- ------------- 481,400 1,081,400 ------------- ------------- $ 4,175,900 $ 4,175,900 ============= ============= ------------------ 1 Reversal of non-current reserve for discontinued operations which was provided for resolution of the Medicorp license dispute. The reserve became unnecessary when the dispute was settled in July 1996 without any cost to the Company.
(c) Exhibits. --------- 10.1 Settlement Agreement and Mutual Release, dated July 19, 1996, between the Registrant and Medicorp Inc., including list of omitted appendices 99.1 Agreement to furnish appendices to Exhibit 10.1 -2- 3 SIGNATURE 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 hereunto duly authorized. HEMACARE CORPORATION (Registrant) Date: July 31, 1996 ---------------- By: /s/ Hal I. Lieberman ---------------------------- Hal I. Lieberman, President and Chief Executive Officer -3- 4 INDEX TO EXHIBITS Exhibit Method of Filing - -------------------------------------- ------------------------ 10.1 Settlement Agreement and Mutual Release, dated July 19, 1996, between the Registrant and Medicorp Inc., including list of omitted appendices.................. Filed herewith electronically 99.1 Agreement to furnish appendices to Exhibit 10.1........................ Filed herewith electronically -4- EX-10.1 2 Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is made and entered into as of the 19th day of July 1996, by and between MEDICORP INC., a Quebec corporation ("Medicorp"), and HEMACARE CORPORATION, a California corporation ("HemaCare"). WITNESSETH: WHEREAS, the parties entered into that certain License Agreement dated as of February 17, 1993, a copy of which is attached hereto as Appendix A (the "Initial License Agreement"), as amended or modified by various letter agreements dated March 1, 1993, April 26, 1993, August 9, 1993 and February 25, 1994, copies of which are attached hereto as Appendix B (the Initial License Agreement and such letter agreements and any other amendments to or modifications of the Initial License Agreement are collectively referred to herein as the "License Agreement"); WHEREAS, pursuant to the License Agreement, the parties also entered into that certain Warrant Agreement, dated as of February 17, 1993 (the "Warrant Agreement"), a copy of which is attached hereto as Appendix C; WHEREAS, pursuant to the Warrant Agreement, HemaCare issued to Medicorp a common stock purchase warrant certificate in the form attached to the Warrant Agreement, which is exercisable on or before February 17, 2003, for up to 400,000 shares of the Common Stock, without par value, of HemaCare at an exercise price of $5.50 per share, subject to adjustment in certain circumstances (the "Warrant"); WHEREAS, HemaCare and Medicorp have each alleged that the other has breached various provisions of the License Agreement; WHEREAS, by letter dated November 21, 1995, HemaCare informed Medicorp that it was exercising its rights under the License Agreement to terminate the License Agreement, effective not later than 180 days after the date of such letter, and HemaCare further asserted that the Warrant had terminated pursuant to Section 3 of the Warrant Agreement due to the alleged breaches of the License Agreement by Medicorp; WHEREAS, by letter dated December 15, 1995, Medicorp informed HemaCare that it denied it had breached the License Agreement and asserted that the Warrant remained outstanding and in full force and effect; WHEREAS, by letter dated February 28, 1996, Medicorp informed HemaCare that it was exercising its rights under the License Agreement to terminate the License Agreement, effective 30 days after the date of such letter for breaches of the License Agreement by HemaCare; and A-1 A-2 WHEREAS, the parties now desire to settle and resolve all claims and disputes between them arising out of, in connection with or relating to the License Agreement and the Warrant Agreement. NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth in this Agreement, the parties agree as follows: 1. Defined Terms. All capitalized terms used in this Agreement without separate definition shall have the same meaning as used in the License Agreement. 2. Termination of License Agreement. Subject to the provisions of this Agreement, the License Agreement is hereby terminated by mutual agreement of the parties. 3. Covenant Not to Sue. Medicorp hereby covenants on behalf of itself and its Affiliates not to sue or otherwise assert a claim against HemaCare or any of its Affiliates or their respective officers, directors, employees, agents, counsel or shareholders, or any of their respective successors, heirs or assigns, with respect to the use by HemaCare, its Affiliates and/or their respective agents of Licensed Product, Licensed Process and Licensed Information solely for the purpose of continuing, without receiving compensation therefor, to provide treatments of Licensed Product to the remaining volunteers in the human clinical trials previously conducted by HemaCare and/or its Affiliates and to produce or have produced Licensed Product solely for such purpose. 4. Delivery and License of Research Data. Not later than August 31, 1996, HemaCare shall deliver to Medicorp copies of all of the following in the possession of HemaCare or its Affiliates relating to or in connection with the past efforts by HemaCare and its Affiliates to develop a treatment for Acquired Immune Deficiency Syndrome (AIDS) using Licensed Process and/or Licensed Information: primary, tabulated and statistically analyzed clinical data; records concerning manufacturing and quality control procedures, documents and costs, including but not limited to Standard Operating Procedures and Standard Quality Control and Assurance Procedures; virus challenge/inactivation studies and tests; correspondence to and from the United States Food and Drug Administration and the Food and Drug Branch of the Department of Health of the State of California (collectively, the "Regulatory Authorities"); filings made with either of the Regulatory Authorities; minutes of any meetings with either of the Regulatory Authorities; and similar records (the "Research Data"). HemaCare hereby grants to Medicorp a nonexclusive, royalty-free, perpetual, transferable license to the Research Data. HemaCare represents and warrants that it has the right to grant the license rights to the Research Data provided for in this Section. HemaCare makes no representation or warranty with respect to the content, quality or nature of any of the Research Data, and HemaCare shall have no liability or responsibility whatsoever, including without limitation for consequential damages, to Medicorp or others under any legal principle for any use of or reliance upon the Research Data. Each of HemaCare and its Affiliates and Medicorp and its Affiliates shall have the right to provide the Research Data to other parties on such terms as shall be determined in their sole A-2 A-3 discretion without incurring any obligation to the other party to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, the Research Data specifically excludes any and all physical inventory of Licensed Product, and any plasma obtained from HIV positive donors from which Licensed Product may be produced, that is currently in the possession of HemaCare or its Affiliates, which HemaCare or its Affiliates may sell, transfer or otherwise dispose of in the sole discretion of HemaCare or any of its Affiliates without incurring any obligation to Medicorp. 5. Survival of Confidentiality and Indemnification Provisions. Sections 8 and 10.1 of the License Agreement shall survive the termination of the License Agreement. 6. Mutual General Releases. (a) Medicorp, on behalf of itself and its Affiliates, and their respective successors and assigns, does hereby absolutely, fully and forever release, waive, relinquish and discharge HemaCare, its Affiliates and their respective officers, directors, employees, agents, counsel and shareholders, and each of their respective successors, heirs and assigns, of and from all claims or causes of action of any nature whatsoever, known or unknown, fixed or contingent, which Medicorp or such other persons have or hereafter may have based on, arising from or relating to the License Agreement and its execution, delivery, performance or breach, except as expressly provided in this Agreement. This release does not extend to this Agreement or to any of the provisions of the License Agreement to the extent this Agreement expressly provides that such provisions shall survive the termination of the License Agreement. (b) HemaCare, on behalf of itself and its Affiliates, and their respective successors and assigns, does hereby absolutely, fully and forever release, waive, relinquish and discharge Medicorp, its Affiliates and their respective officers, directors, employees, agents, counsel and shareholders, and each of their respective successors, heirs and assigns, of and from all claims or causes of action of any nature whatsoever, known or unknown, fixed or contingent, which HemaCare or such other persons have or hereafter may have based on, arising from or relating to the License Agreement and its execution, delivery, performance or breach, except as expressly provided in this Agreement. This release does not extend to this Agreement or to any of the provisions of the License Agreement to the extent this Agreement expressly provides that such provisions shall survive the termination of the License Agreement. (c) In entering into this Agreement, neither party admits that it or any of its Affiliates has done anything wrong or is liable to the other party for any damages. (d) Each party promises and agrees for the benefit of the parties released by it pursuant to this Agreement never to initiate a lawsuit, arbitration or administrative proceeding asserting any claims that are released hereby, and if any such proceedings are ever prosecuted, the complaining party waives and agrees not to take any award of money or other damages from such proceeding. A-3 A-4 7. Waiver of Rights Under California Civil Code Section 1542. The parties hereto respectively acknowledge that this Agreement is effective asa full and final accord, satisfaction and settlement of and bar to each and every claim and cause of action referred to and released by virtue of Section 6 above. In furtherance of their respective intention, the parties hereto respectively acknowledge their familiarity with Section 1542 of the Civil Code of the State of California, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The parties hereto respectively hereby expressly waive and relinquish any and all rights and benefits which they have or may have under Civil Code Section 1542 or any similar provision or law to the full extent that they may lawfully waive such rights and benefits. The parties hereto further respectively acknowledge that they are aware that they or their attorneys may hereafter discover facts different from or in addition to the facts of which they or their attorneys now are aware with respect to the subject matter of this Agreement and that they nevertheless intend hereby fully, finally, absolutely and forever to settle the matters released by virtue of Section 6 above, notwithstanding the discovery of any such different or additional facts. 8. No Expiration or Termination of Warrant. HemaCare acknowledges and agrees that the termination of the License Agreement has and shall have no effect whatsoever on the Warrant, which shall remain outstanding and exercisable to the same extent as prior to such termination. 9. Authority to Contract; Effectiveness of Agreement. The parties hereto represent and warrant to each other that they have taken all action necessary to authorize, and that they have the authority to enter into and deliver, this Agreement on behalf of themselves and all others whom they purport to represent herein and have not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity any debt due, liability, demand, obligation, cost, expense, debt, sum of money, controversy, damage, account, reckoning, lien, claim or cause of action (including claims for punitive or other extra-contractual damages), or any part or portion thereof, involved or referred to herein. Each of the parties hereto agrees to indemnify and hold harmless the other parties hereto from and against all adverse consequences of any actual or purported transfer or assignment. This Agreement shall become effective immediately upon its execution and delivery by the parties. 10. Entire Agreement. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces all prior negotiations and agreements, A-4 A-5 written and oral. No waiver, amendment or modification of any of the provisions hereof shall be of any force or effect unless contained in a writing signed by the parties hereto. Each of the parties hereto acknowledges: (i) that no other party and no agent or attorney of any such other party has made any promise, representation or warranty whatsoever, express or implied, not contained herein; and (ii) that it has not executed this Agreement in reliance upon any promise, representation or warranty not contained herein. 11. Expenses. Each party shall pay its own expenses, including the fees of counsel, in connection with the preparation and execution of this Agreement. 12. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed to constitute an original. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflicts of laws rules and laws. la demande des parties, cette convention a ete redigee en anglais. At the request of the parties, this Agreement has been drafted in the English language. 14. Binding Effect. This Agreement shall be binding on the legal representatives and successors and assigns of the respective parties hereto. 15. Attorneys' Fees. If any litigation or any other proceeding is commenced in connection with or related to this Agreement, the losing party or parties shall pay the reasonable attorneys' fees of the prevailing party or parties. A-5 A-6 16. Headings. The section headings contained herein are for the convenience of the parties only and are not intended to affect the interpretation of this Agreement or any provision hereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. MEDICORP INC. By: /s/ Elliot Block --------------------------- Elliott Block, Ph.D., President HEMACARE CORPORATION By: /s/ Hal I. Lieberman ---------------------------- Hal I. Lieberman, President and Chief Executive Officer A-6 A-7 LIST OF APPENDICES Appendix A License Agreement dated as of February 17, 1993, between HemaCare Corporation and Medicorp Inc. Appendix B Letter agreements dated March 1, 1993, April 26, 1993, August 9, 1993 and February 25, 1994 amending or modifying the License Agreement Appendix C Warrant Agreement dated as of February 17, 1993, between HemaCare Corporation and Medicorp Inc. A-7 EX-99.1 3 Exhibit 99.1 AGREEMENT TO FURNISH APPENDICES HemaCare Corporation (the "Registrant") hereby agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted appendix to the Settlement Agreement and Mutual Release dated July 19, 1996, between the Registrant and Medicorp Inc. (the "Settlement Agreement"), filed with this Report as Exhibit 10.1. The Settlement Agreement includes a list briefly identifying the omitted appendices. A-8 -----END PRIVACY-ENHANCED MESSAGE-----