8-K

UNITED STATES
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 the earliest event reported):  May 24, 2006

HEMACARE CORPORATION

(Exact name of registrant as specified in its charter)

California	000-15223	95-3280412
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

21101 Oxnard Street, Woodland Hills, CA 91367(Address of principal executive offices) (Zip Code)

(818) 226-1968

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

Effective as of May 24, 2006, the Board of Directors (the “Board”) of HemaCare Corporation (the “Company”) amended the compensation for non-employee directors of the Company to provide that stock options will vest in equal quarterly amounts based on the remaining quarters in the year as of the date of grant.

All other compensation elements for non-employee directors shall remain in effect.

The Board can change the compensation of directors at any time.

Item 7.01.Regulation FD Disclosures

On May 24, 2006, HemaCare Corporation (the “Company”) held its annual meeting of shareholders. During this meeting, Judi Irving, the Company’s President and Chief Executive Officer gave a presentation on the current status of the Company. A copy of the slides used during this presentation is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On May 25, 2006, the Company issued a press release announcing the election of Dr. Teresa Sligh to the Board of Directors. A copy is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the exhibits, will not be treated as “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Slides used during Judi Irving’s presentation to shareholders at the annual meeting of shareholders held on May 24, 2006.
99.2	Press Release dated May 25, 2006.

2

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 hereunto duly authorized.

Date: May 26, 2006	HEMACARE CORPORATION
	By	/s/ Robert S. Chilton
		Robert S. Chilton,
		Executive Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
99.1	Slides used during Judi Irving’s presentation to shareholders at the annual meeting of shareholders held on May 24, 2006.
99.2	Press Release dated May 25, 2006.

4

EX-99.1

Exhibit 99.1

Searchable text section of graphics shown above

[LOGO]

HemaCare Corporation

2006 Annual Meeting

May 24, 2006

This Presentation:

This presentation may contain “forward-looking statements” under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.)  Statements herein that are not historical facts are forward-looking statements pursuant to the safe harbor provisions referenced above. You may also identify forward-looking statements by use of the words “anticipates,” “expects,” “intends,” “plans” and similar expressions. Forward-looking statements are inherently subject to risks and uncertainties some of which cannot be predicted or quantified. Such risks and uncertainties include, without limitation the Company’s ability to continue or maintain the improvement in the revenues and margins of its blood products or blood services segment; its ability to continue to control general and administrative expenses as a percent of sales; the need to successfully complete its operating plan to improve profits; the potential loss of the Company’s lines of credit; the potential inability of the Company to meet future capital needs; changing demand for blood products could affect profitability; market prices might not rise as costs increase; competition may cause a loss of customers and an increase in costs; operations depend on obtaining the services of qualified medical professionals and competition for their services is strong; declining blood donations; the Company’s dependence on reimbursement rates of third party providers; targeted partner blood drives involve higher collection costs; reliance on relatively few vendors for significant supplies and services could affect the Company’s ability to operate; limited access to insurance; the competitive advantage enjoyed by not-for-profit companies; potential changes in the healthcare industry; future technology for blood collection and blood replacement; the impact of heavy regulation in the Company’s industry; potential liability for undetected blood pathogens and other product safety and liability concerns; environmental risks associated with biohazardous substances; the threat of business interruption due to terrorism and the security measures taken in response to terrorism; the provisions of the Company’s charter documents that might delay or prevent an acquisition or sale of the Company; lack of liquidity and market risk associated with OTC Bulletin Board stocks; volatility in stock price; potential dilution that could result from future sales of the Company’s common stock; and the other risks and uncertainties discussed from time to time in the documents HemaCare files with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlined in the forward-looking statements contained herein. The Company undertakes no obligation to update any of these forward-looking statements to reflect actual results or events or circumstances after the date hereof.

[LOGO]

2

2005 Financial Highlights

Delivered the highest levels of revenue and pretax income in the 28 year history of the Company

Revenue Growth

[CHART]

Income from Operations Growth

[CHART]

3

Revenue Trends - 2002 to 2005

[CHART]

4

Business Development

Revenues from products grew 27% due to expansion of the customer base and growth of sales to existing customers.

Blood Products Revenue

[CHART]

Growth has been focused on higher margin product lines

5

Income Trends - 2002 to 2005

[CHART]

6

2005 Balance Sheet

Strengthened the Balance Sheet through the growth of Cash and reduction of Debt

Cash in Bank

[CHART]

Capital Leases / Notes Payable

[CHART]

These improvements provide funding for deferred infrastructure investments

7

Infrastructure Investments

•IT Projects

•Document Control

•Financial

•Blood Bank System

•New California Location

•Equipment and Vehicles

8

Financial Performance

•Ten consecutive profitable quarters

•Cash increased

•Debt decreased

•Increased working capital

•Renegotiated LOC

9

Increased Shareholder Value

Stock Value and Market Cap

From the end of 2002 through May 23, 2006, HemaCare stock value has experienced steady growth.

[CHART]

	December, 2002		May 23, 2006
Shares Outstanding (approximate)	7,673,000		8,196,000
Share Price	$	.32	$	2.33
Market Cap	$	2.5M	$	19.1M

10

Management Team

•Outstanding senior management team

•Engaged Board of Directors

11

•Joshua Levy, MD, National Medical Director, Founder

•Robert Chilton, CPA, Executive Vice President & CFO

•Annabelle Baltierra, Director of Human Resources

•Ann Coviello, Director of Operations, California

•Gaytha McPherson, National Director of Regulatory Affairs & Quality Assurance

12

•Keith McWilliams, Chief Information Officer

•Jaime Oblitas, Director of Operations, New England

•Rose Shaw, RN, Regional Director of Therapeutics

•Anna Stock, Director of California Fixed Site Operations

•Qing Zhu, RN, Director of Therapeutics

13

Board of Directors

	Joined Board
•Jay Steffenhagen, Chairman	1997
•Judi Irving	2002
•Steven Gerber, MD	2003
•Teresa Sligh, MD	2006
•Terry Van Der Tuuk	2003
***
•Robert Johnson, Former Director	1999 - 2006

14

Building Our Foundation

2003-2005

•Transition from paid to volunteer donors

•Platelet collections now exceed 2002 levels

15

•      Terminated six blood management programs in Q3 2003

•      Every quarter since has been profitable

16

•New blood services competitor created

•Q1 2006 revenues rebuilt to 2004 levels

17

•Research support identified as an opportunity

•Sales gain momentum through 2005 into 2006

18

Path Forward

•Profitably grow blood products and services

•Invest in infrastructure

•Develop Research opportunities

19

[LOGO]

EX-99.2

Exhibit 99.2

NEWS RELEASE

For Immediate Release

Contact:	HemaCare Corporation
	Robert S. Chilton, Executive Vice President and Chief Financial Officer
	877-310-0717
	www.hemacare.com

RELEASE DATE:  May 25, 2006

HEMACARE ANNOUNCES DR. TERESA SLIGH ELECTED TO BOARD OF DIRECTORS

LOS ANGELES — HemaCare Corporation (OTC Bulletin Board: HEMA.OB) announced today that Teresa S. Sligh, M. D. has been elected to the Board of Directors. Since 2003, Dr. Sligh has served as President and Medical Director of Providence Clinical Research, a clinical research consulting company. Dr. Sligh was the Chief Medical/Strategy Officer from 2001 to 2003 of Capital Technology Information Services, Inc., a clinical research information support company. Dr. Sligh received her degree in medicine from the Texas A&M College of Medicine. Dr. Sligh will chair HemaCare’s Quality Assurance Committee, and is a member of the Compensation Committee.

Commenting on the election of Dr. Sligh, Jay Steffenhagen, Chairman of the Board of Directors of HemaCare Corporation stated, “We are delighted that Dr. Sligh is joining our Board. Her extensive experience in clinical research will be an asset as we continue to expand the Company’s participation in the research products market. We are looking forward to her contributions in shaping the future of the Company.”

ABOUT HEMACARE CORPORATION

Founded in 1978, HemaCare is a provider of blood products and services to the healthcare industry in the U. S. HemaCare is licensed by the FDA and accredited by the American Association of Blood Banks. The Company focuses on providing cost effective, high quality solutions to organizations with a need for blood-related products and services.

This press release contains “forward-looking statements” under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.)  Statements herein that are not historical facts are forward-looking statements pursuant to the safe harbor provisions referenced above. You may also identify forward-looking statements by use of the words “anticipates,” “expects,” “intends,” “plans” and similar expressions. Forward-looking statements are inherently subject to risks and uncertainties some of which cannot be predicted or quantified. Such risks and uncertainties include, without limitation the Company’s ability to continue or

- more -

21101 Oxnard Street, Woodland Hills, CA  91367     •      Phone 818.226.1968     •      Fax 818.251.5300

 maintain the improvement in the revenues and margins of its blood products or blood services segment; its ability to continue to control general and administrative expenses as a percent of sales; the  need to successfully complete its operating plan to improve profits; the potential loss of the Company’s lines of credit; the potential inability of the Company to meet future capital needs; changing demand for blood products could affect profitability; market prices might not rise as costs increase; competition may cause a loss of customers and an increase in costs; operations depend on obtaining the services of qualified medical professionals and competition for their services is strong; declining blood donations; the Company’s dependence on reimbursement rates of third party providers; targeted partner blood drives involve higher collection costs; reliance on relatively few vendors for significant supplies and services could affect the Company’s ability to operate; limited access to insurance; the competitive advantage enjoyed by not-for-profit companies; potential changes in the healthcare industry; future technology for blood collection and blood replacement; the impact of heavy regulation in the Company’s industry; potential liability for undetected blood pathogens and other product safety and liability concerns; environmental risks associated with biohazardous substances; the threat of business interruption due to terrorism and the security measures taken in response to terrorism; the provisions of the Company’s charter documents that might delay or prevent an acquisition or sale of the Company; lack of liquidity and market risk associated with OTC Bulletin Board stocks; volatility in stock price; potential dilution that could result from future sales of the Company’s common stock; and the other risks and uncertainties discussed from time to time in the documents HemaCare files with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlined in the forward-looking statements contained herein. The Company undertakes no obligation to update any of these forward-looking statements to reflect actual results or events or circumstances after the date hereof.

###