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 27, 2009

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:

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

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

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

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

Item 2.02   Results of Operations and Financial Condition

On May 27, 2009, HemaCare Corporation (“Company”) held its annual meeting of shareholders.  During this meeting, John Doumitt, the Company’s Chief Executive Officer, gave a presentation on the current status of the Company.  This presentation included historical financial information on the performance of the Company.  A copy of the slides used during this presentation is furnished as Exhibit 99.1.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(e)  Compensatory Arrangements

On May 27, 2009, the Board of Directors of HemaCare Corporation (“Company”) decided to revoke in its entirety the Company’s existing compensation policy for members of the Board of Directors and approved a new compensation policy.

Effective as of the second quarter of 2009, each independent director will receive a quarterly fee of $5,000, except that the chair of any committee of the Board of Directors will receive a quarterly fee of $6,250, and the Chairman of the Board will receive a quarterly fee of $12,500.

Effective immediately, each person who has not previously served as a director of the Company and who is initially elected or appointed as a non-employee director is granted a vested option to purchase 25,000 shares of the Company's Common Stock at an exercise price equal to the closing price on the date of grant.  Following the initial grant, nonemployee directors receive a vested stock option to purchase 25,000 shares of Common Stock for each year of service at an exercise price equal to the closing price on the date of grant.  The Chairman of the Board receives an annual stock option to purchase 40,000 shares of Common Stock.  The initial grant will be prorated based upon the quarters served during the first calendar year of service, if less then four quarters.  Subsequent annual grants shall vest in four equal increments at the end of each calendar quarter that the director continues to serve on the Board of Directors.

Finally, each independent director is eligible to receive $1,500 per day for services performed outside of meetings, with the approval of the Board of Directors or the Compensation Committee of the Board of Directors.

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

Item 7.01    Regulation FD Disclosures

On May 27, 2009, HemaCare Corporation held its annual meeting of shareholders.  During this meeting, John Doumitt, the Company’s Chief Executive Officer, gave a presentation on the current status of the Company.  A copy of the slides used during this presentation is furnished as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit, 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.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits furnished, not filed.

Exhibit Number	Description
99.1	Slides used during John Doumitt’s presentation to shareholders at the annual meeting of shareholders held on May 27, 2009.

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:  June 2, 2009 HEMACARE CORPORATION By         /s/ Robert S. Chilton Robert S. Chilton, Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Slides used during John Doumitt’s presentation to shareholders at the annual meeting of shareholders held on May 27, 2009.

EX-99.1

Exhibit 99.1

2009 Annual Meeting

May 27, 2009

1

Safe Harbor Provision

This presentation 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.  These forward-looking statements include, but are not limited to “maintain top-line focus”, “continue aggressive cost pacing” and “contain G&A expenditures”.  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 following:  costs increasing more rapidly than market prices could reduce profitability; changes in demand for blood products could affect profitability; declining blood donations could affect profitability; changing economic conditions could impact the ability of customers to pay the Company’s invoices; operations depend on services of qualified professionals and competition for their services is strong; industry regulations and standards could increase operating costs or result in closure of operations; the discontinuation of the operation of the Company’s Florida-based research subsidiary may hinder the Company’s ability to generate profits; the decrease in reimbursement rates may affect profitability; not-for-profit status gives advantages to competitors; the potential inability of the Company to meet future capital needs could impact ability to operate; reliance on relatively few vendors for significant supplies and services could affect the Company’s ability to operate; potential adverse effect from changes in the healthcare industry, including consolidations, could affect access to customers; limited access to insurance could affect ability to defend against possible claims; future technological developments or alternative treatments could jeopardize the business; the ability to attract, retain and motivate management and other skilled employees; product safety and product liability could provide exposure to claims and litigation; targeted partner blood drives involve higher collection costs; environmental risks could cause the Company to incur substantial costs to maintain compliance;  the threat of business interruption due to terrorism and the security measures taken in response to terrorism could adversely impact profitability; business interruption due to earthquakes could adversely impact profitability; the evaluation and consideration of strategic alternatives, and other significant projects, may distract management from reacting appropriately to business challenges and lead to reduced profitability; strategy to acquire companies may result in unsuitable acquisitions or failure to successfully integrate acquired companies, which could lead to reduced profitability; the Articles of Incorporation and Rights Plan could delay or prevent an acquisition or sale of HemaCare; quarterly revenue and operating results may fluctuate in future periods  and the Company may fail to meet investor expectations; the Company’s stock is traded on the OTC Bulletin Board and therefore is subject to greater market risk than those of exchange-traded stocks since they are less liquid; the Company’s stock price could be volatile; future sales of equity securities could dilute the Company’s common stock; the lack of dividend payments could impact the price of the Company’s common stock; the evaluation of internal control and remediation of potential problems will be costly and time consuming and could expose weaknesses in financial reporting; 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.

2

Board of Directors

• Julian Steffenhagen

– Chairman, HemaCare Corporation

• Steven Gerber, MD (2003)

– Independent Investor and Consultant

• Terry Van Der Tuuk (2003)

– Vice Chairman, Graphic Technology

• Teresa S. Sligh, MD (2006)

– President & Medical Director, Translational Research Group, Inc.

• John Doumitt (2008)

– CEO & GM Blood Products, HemaCare Corporation

• Bob Chilton (2008)

– CFO & GM Blood Services, HemaCare Corporation

3

Senior Management

• Melanie Osby, MD

– National Medical Director

• Gaytha McPherson

– Vice President, Quality & Regulatory Affairs

• Keith McWilliams

– CIO

• Lisa Bacerra

– Controller

• Rose Shaw, RN

– Vice President, Blood Services, New York Region

• Anna Stock

– Exec. Director, Customer Service & Business Development, California Region

• Kathleen Barry

– Director of Operations, The Maine Blood Center

• Lois Coburn

– Director, Human Resources

• Tamla Roberts

– Associate Director, Marketing

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Company Overview

• HemaCare is a leading blood products and services company

– Blood Products

• Transfusion

• Research

– Blood Services

• Therapeutic Apheresis

• Stem Cell Collections

• Founded in 1978

– Publicly Traded Since 1986

• Operating in 6 States

– California, New York, New Jersey, Pennsylvania, Connecticut, Maine

5

2008 Highlights

• Celebrated 30th year with record revenue and return to profitability

– $37.6M Revenue

– $900K Net Income

– $0.10 EPS

6

Revenue Trends

• Blood Products

– Up 11% vs. 2007

• New hospital collections programs

• Higher volumes & prices

• Blood Services

– Steady Revenue

– 2008 growth in New York offsets decline in California

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Income Contribution

• Blood Products GP drives Net Income

– About 80% of sales

– Leverage fixed costs

• Blood Services provides…

– Steady income stream

– Higher margins

8

First Quarter 2009 Results

• Q1*

– Revenue up 13% to $9.7M

– Mix shift to lower margin Blood Products segment

– 2009 Net Income $81,000 vs. $87,000 in 2008

• Addressing Blood Services opportunities in both New York and California

*Year-over-year comparison of continuing operations

9

Path Forward

• Maintain top-line focus

– Blood Products & Blood Services

• Continue aggressive cost pacing

– Gross Profit rates

– Contain G&A expenditures

10