-----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, McYrGlG2bLb6vzy4FqwHzbaYjNoQzCAP+qnYTW1alJnzaxAxmMy4BHatbU5RY37S Z4FvScXNwBRJkrJgHRGZag== 0001144204-07-067626.txt : 20071214 0001144204-07-067626.hdr.sgml : 20071214 20071214160607 ACCESSION NUMBER: 0001144204-07-067626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071207 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071214 DATE AS OF CHANGE: 20071214 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: 071307503 BUSINESS ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-226-1968 MAIL ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 8-K 1 v097143_8k.htm


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): December 7, 2007
 
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.)
 
15350 Sherman Way, Suite 350, Van Nuys, CA 91406
(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 8.01. Other Events.
 
On November 5, 2007, HemaCare BioScience, Inc. (“HemaBio”), the wholly owned Florida-based research products subsidiary of HemaCare Corporation (the “Company”), ceased operations. See the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2007.
 
On December 4, 2007, HemaBio executed and delivered an Assignment for Benefit of Creditors, under Florida Statutes Section 727.101 et seq. (“Assignment”), assigning all of its assets to an assignee, who is responsible for taking possession of, protecting, preserving, and liquidating such assets and ultimately distributing the proceeds to creditors of HemaBio according to their priorities as established by Florida law.
 
The Assignment is a legally prescribed business liquidation mechanism under the Florida State law that is an alternative to a formal bankruptcy proceeding. A designated assignee will serve in a fiduciary capacity in connection with the foregoing Assignment and will assume his duties effective immediately.
 
The designated Assignee in this matter is:
 
Phil Von Kahle
Michael Moecker & Associates
6861 SW 196th Avenue
Building 201
Fort Lauderdale, FL 33332
Phone: (954) 252-1560
Fax: (954) 252-2791
 
The Assignee filed a petition commencing the assignment proceedings in the Circuit Court of Broward County, Florida on December 7, 2007 as Case Number CACE0734166.
 
Under the terms of the Assignment, HemaBio transferred to the Assignee, in trust for the benefit of each of HemaBio’s creditors, all property, including (but not limited to) the assets, accounts receivable, inventory, lists of creditors, books and records, etc. Under Florida State law, the Assignee has the full power and authority to dispose of the property, sue for and recover in his own name everything belonging to HemaBio, compromise and settle all claims, disputes and litigations of, and review any transfers of HemaBio’s property.

Item 9.
  Exhibits
       
 
Exhibit No.
Description
       
 
99.1
 
Assignment for the Benefit of Creditors
 
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: December 14, 2007
HEMACARE CORPORATION
   
   
 
By
/s/ Robert S. Chilton
   
Robert S. Chilton,
   
Executive Vice President and Chief Financial Officer
 
3

EX-99.1 2 v097143_ex99-1.htm Unassociated Document

Exhibit 99.1
 
 
ASSIGNMENT FOR THE BENEFIT OF CREDITORS
 
THIS ASSIGNMENT, made this 4th day of December, 2007, between HemaCare Bioscience, Inc., a Florida corporation, with its principal place of business at 5440 NW 33rd Street, Suite 108, Fort Lauderdale, Florida, 33309, hereinafter "ASSIGNOR," and PHIL VON KAHLE, whose address is Michael Moecker & Associates, Inc., 6861 S.W. 196 Avenue, Suite 201-04, Pembroke Pines, Florida 33332, hereinafter "ASSIGNEE."
 
WHEREAS, the Assignor has been engaged in the business of providing biotechnology services.
 
WHEREAS, the ASSIGNOR is indebted to creditors as set forth in Schedule A annexed hereto, is unable to pay its debts as they become due, and is desirous of providing for the payment of its debts, so far as it is possible by an assignment of all of its assets for that purpose.
 
NOW THEREFORE, the ASSIGNOR, in consideration of the ASSIGNEE's acceptance of this Assignment, and for other good and valuable consideration, hereby grants, assigns, conveys, transfers, and sets over unto the ASSIGNEE, his successors and assigns, all of its assets, except such assets as are exempt by law from levy and sale under an execution including, but not limited to, all real property, fixtures, goods, stock inventory, equipment, furniture, furnishings, accounts receivable, bank deposits, cash, promissory notes, cash value and proceeds of insurance policies, claims and demands belonging to the ASSIGNOR, wherever such assets may be located, hereinafter the "ESTATE," as which assets are, to the best knowledge and belief of the ASSIGNOR, set forth on Schedule B annexed hereto.
 
The ASSIGNEE shall take possession and administer the ESTATE in accordance with the provisions of Chapter 727, Florida Statutes, and shall liquidate the assets of the ESTATE with reasonable dispatch and convert the ESTATE into money, collect all claims and demands hereby assigned as may be collectible, and pay and discharge all reasonable expenses, costs, and disbursements in connection with the execution and administration of this Assignment from the proceeds of such liquidation and collections.

 
Page 1 of 4

 

The ASSIGNEE shall then pay and discharge in full, to the extent that funds are available in the ESTATE after payment of administrative expenses, costs, and disbursements, all of the debts and liabilities now due from the ASSIGNOR, including interest on such debts and liabilities. If funds of the ESTATE shall not be sufficient to pay such debts and liabilities in full, then the ASSIGNEE shall pay from funds of the ESTATE such debts and liabilities, on a pro rata basis and in proportion to their priority as set forth in Florida Statutes § 727.114.
 
In the event that all debts and liabilities are paid in full, any funds of the ESTATE remaining shall be returned to the ASSIGNOR.
 
To accomplish the purposes of this Assignment, the ASSIGNOR hereby appoints the ASSIGNEE its true and lawful attorney, irrevocable, with full power and authority to all acts and things which may be necessary to execute the Assignment hereby created; to demand and recover from all persons all assets of the ESTATE; to sue for the recovery of such assets; to execute, acknowledge, and deliver all necessary deeds, instruments, and conveyances; and to appoint one or more attorneys under him to assist him in carrying out his duties hereunder.
 
The ASSIGNOR hereby authorizes the ASSIGNEE to sign the name of the ASSIGNOR to any check draft, promissory note, or other instrument in writing which is payable to the order of the ASSIGNOR, or to sign the name of the ASSIGNOR to any instrument in writing, whenever it shall be necessary to do so, to carry out the purposes of this Assignment.
 
 
Page 2 of 4

 
 
The ASSIGNEE hereby accepts the trust created by the Assignment, and agrees with the ASSIGNOR that the ASSIGNEE will faithfully and without delay carry out his duties under this Assignment for the Benefit of Creditors.
 
Dated this 4th day of December, 2007.
 
WITNESSES:
 
ASSIGNOR:
(As to Assignor)
 
HEMACARE BIOSCIENCE, INC.,
   
a Florida corporation
       
       
/s/ Robert S. Chilton  
By:
/s/ Julian Steffenhagen
(Sign)
   
(Sign) Julian Steffenhagen
Robert S. Chilton    
Title:  President
(Print)
     
       
       
/s/ Zaira Licona
     
(Sign)
     
Zaira Licona
     
(Print)
     

Page 3 of 4


    ASSIGNEE:
       
       
 
 
By
 
(Sign)
   
         Phil von Kahle
 
     
(Print)
     
       
       
 
     
(Sign)
     
 
     
(Print)
     
 
 
STATE OF
)
 
) ss:
COUNTY OF
)

The foregoing instrument was acknowledged before me this ____ day of _____, 2007 by Phil von Kahle. He/she is personally known to me or has produced __________________________ as identification.
 
 
 
                             
 
NOTARY PUBLIC, STATE OF ______________ AT LARGE
 
Print Name:________________________

My Commission Expires:
Commission No:_____________________
 
Page 4 of 4

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