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): March 9, 2011

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 March 11, 2011, HemaCare Corporation (the “Company”) issued a press release announcing financial results for the fourth quarter and full year of 2010. A copy is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 2.02 of Current Report on Form 8-K, including Exhibit 99.1, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Lisa Bacerra

On March 9, 2011 and effective as of August 11, 2010, the Company entered into an employment agreement with Lisa Bacerra, pursuant to which, Ms. Bacerra will continue to serve as our Chief Financial Officer.

Our employment agreement with Ms. Bacerra provides that she (a) will receive a monthly salary of $13,333.34, subject to adjustment by the Company’s board of directors (the “Board”), and (b) may be entitled to up to 40% of her base annual salary for achieving specified goals determined by the Board. Effective April 1, 2011, Ms. Bacerra’s monthly salary was increased to $14,583. On August 11, 2010, Ms. Bacerra received a 10-year stock option to purchase 25,000 shares of our common stock with an exercise price of $0.59 per share, which option will vest over a four year period, vesting 25% annually on each anniversary of the grant date starting on August 11, 2011. Ms. Bacerra will be entitled to receive all benefits generally available to our senior executives in accordance with the Company’s employee handbook. In addition, in accordance with the Company’s handbook, the Company will pay or reimburse Ms. Bacerra for reasonable travel and other business expenses incurred by Ms. Bacerra in connection with the performance of her duties as the Company’s Chief Financial Officer.

Ms. Bacerra’s employment with the Company is “at-will”, and therefore, the Company may terminate Ms. Bacerra at any time, with or without notice or cause. Upon Ms. Bacerra’s termination, except as set forth below, the Company will pay Ms. Bacerra any compensation then due and owing, including, but not limited to, any accrued and unused paid time off. Upon the occurrence of a “change of control”, if Ms. Bacerra is employed with the Company on the date of such change of control, Ms. Bacerra shall be entitled to receive a lump sum payment equal to 50% of Ms. Bacerra’s annual base salary (which annual base salary shall be equal to the highest base salary rate Ms. Bacerra was paid by the Company within 12 months prior to the change of control). If the Company terminates Ms. Bacerra’s employment with the Company prior to the date of the change of control, and if Ms. Bacerra can reasonably demonstrate that such termination (a) was at the request of a third party who has taken steps reasonably calculated to effect a change of control or (b) otherwise arose in connection with or anticipation of a change of control, then Ms. Bacerra shall be deemed to be employed by the Company as of the date of the change of control and entitled to the lump sum payment described above. Upon the occurrence of a change of control, all outstanding stock options previously granted to Ms. Bacerra (and not yet lapsed) shall be accelerated and become immediately exercisable for a period not exceeding the lesser of (y) 6 months after Ms. Bacerra’s termination incident to the change of control or (z) the expiration date of the original option term.

2

The employment agreement provides that a “change in control” will mean the acquisition by any individual, entity or group (as defined in IRS regulations) of beneficial ownership (within the meaning of Rule 13-d-3 promulgated under the Exchange Act) of more than 80% of either (a) the outstanding shares of common stock of the Company, or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, the following acquisitions of stock shall not constitute a change of control: (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (z) any transaction, the purpose of which is to change the Company’s state of incorporation.

In addition, Ms. Bacerra shall not be entitled to receive a payment as a result of a change of control if the change of control is a transaction with respect to the Company’s shares in which (a) Ms. Bacerra participates as a buyer, as part of a buying group or on behalf of the buyer or (b) Ms. Bacerra remains employed by the Company thereafter (even if Ms. Bacerra does not participate as a buyer, as part of a buying group or on behalf of the buyer).

Anna Stock

On March 9, 2011 and effective as of August 11, 2010, the Company entered into an employment agreement with Anna Stock, pursuant to which, Ms. Stock will continue to serve as our Chief Operating Officer.

Our employment agreement with Ms. Stock provides that she (a) will receive a monthly salary of $13,333.34, subject to adjustment by the Board, and (b) may be entitled to up to 40% of her base annual salary for achieving specified goals determined by the Board. Effective April 1, 2011, Ms. Stock’s monthly salary was increased to $14,583. On August 11, 2010, Ms. Stock received a 10-year stock option to purchase 25,000 shares of our common stock with an exercise price of $0.59 per share, which option will vest over a four year period, vesting 25% annually on each anniversary of the grant date starting on August 11, 2011. Ms. Stock will be entitled to receive all benefits generally available to our senior executives in accordance with the Company’s employee handbook. In addition, in accordance with the Company’s handbook, the Company will pay or reimburse Ms. Stock for reasonable travel and other business expenses incurred by Ms. Stock in connection with the performance of her duties as the Company’s Chief Operating Officer.

Ms. Stock’s employment with the Company is “at-will”, and therefore, the Company may terminate Ms. Stock at any time, with or without notice or cause. Upon Ms. Stock’s termination, except as set forth below, the Company will pay Ms. Stock any compensation then due and owing, including, but not limited to, any accrued and unused paid time off. Upon the occurrence of a “change of control”, if Ms. Stock is employed with the Company on the date of such change of control, Ms. Stock shall be entitled to receive a lump sum payment equal to 50% of Ms. Stock’s annual base salary (which annual base salary shall be equal to the highest base salary rate Ms. Stock was paid by the Company within 12 months prior to the change of control). If the Company terminates Ms. Stock’s employment with the Company prior to the date of the change of control, and if Ms. Stock can reasonably demonstrate that such termination (a) was at the request of a third party who has taken steps reasonably calculated to effect a change of control or (b) otherwise arose in connection with or anticipation of a change of control, then Ms. Stock shall be deemed to be employed by the Company as of the date of the change of control and entitled to the lump sum payment described above. Upon the occurrence of a change of control, all outstanding stock options previously granted to Ms. Stock (and not yet lapsed) shall be accelerated and become immediately exercisable for a period not exceeding the lesser of (y) 6 months after Ms. Stock’s termination incident to the change of control or (z) the expiration date of the original option term.

3

The employment agreement provides that a “change in control” will mean the acquisition by any individual, entity or group (as defined in IRS regulations) of beneficial ownership (within the meaning of Rule 13-d-3 promulgated under the Exchange Act) of more than 80% of either (a) the outstanding shares of common stock of the Company, or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, the following acquisitions of stock shall not constitute a change of control: (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (z) any transaction, the purpose of which is to change the Company’s state of incorporation.

In addition, Ms. Stock shall not be entitled to receive a payment as a result of a change of control if the change of control is a transaction with respect to the Company’s shares in which (a) Ms. Stock participates as a buyer, as part of a buying group or on behalf of the buyer or (b) Ms. Stock remains employed by the Company thereafter (even if Ms. Stock does not participate as a buyer, as part of a buying group or on behalf of the buyer).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description
99.1	Press Release of HemaCare Corporation, dated March 11, 2011.

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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: March 15, 2011 HEMACARE CORPORATION By /s/ Lisa Bacerra           
Lisa Bacerra,
Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of HemaCare Corporation, dated March 11, 2011.

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EX-99

Exhibit 99.1

 

N E W S  R E L E A S E

For Immediate Release

Contact:	HemaCare Corporation
	Pete van der Wal, Chief Executive Officer
	877-310-0717
	www.hemacare.com

RELEASE DATE: March 11, 2011

HEMACARE REPORTS FOURTH QUARTER AND YEAR END RESULTS

___________________________________________________________________________________________

LOS ANGELES - HemaCare Corporation (OTCBB:HEMA) announced today that the Company generated fourth quarter revenue of $7.0 million and a net loss of $197,000, or $0.02/share, compared to fourth quarter 2009 revenue of $8.2 million and net income of $195,000, or $0.02/share. The Company generated $30.3 million of revenue in 2010, with a net loss of $796,000 or $0.08/share, compared to $36.4 million in revenue in 2009, with $855,000 in net income or $0.09/share. The 2010 net loss included $321,000 in expenses related to the closure of an unprofitable facility in Maine and the write off of impaired assets, as well as $184,000 in severance expenses paid to the Company’s former Chief Executive Officer and Chief Financial Officer in the first quarter.

Commenting on the results, HemaCare’s Chief Executive Officer, Pete van der Wal, stated, “While we were disappointed in our results for 2010, actions taken by management were able to produce higher gross profits and smaller operating losses in the fourth quarter compared to the third quarter. These actions included expense reductions beyond those achieved earlier in the year, as well as intensified focus on our more profitable activities. These include our blood collection services provided on behalf of biotechnology companies producing novel cell therapy products, such as Dendreon’s Provenge, as well as on behalf of biotechnology companies in support of their human clinical trials. While we see no immediate improvement in the difficult pricing environment for our core blood products business, we expect to see growing impact from our specialized cell collection activities in 2011 and beyond.”

15350 Sherman Way, Suite 350, Van Nuys, CA 91406 · Phone 818.226.1968 · Fax 818.251.5300

About HemaCare Corporation

HemaCare Corporation is a leading provider of human biological products and services for use in research studies, medical device qualifications, validations, and the development of cellular therapies. HemaCare's customers include biotechnology companies, research organizations, and academic institutions. Together with its subsidiaries, the company engages in the collection, processing, and distribution of blood products in the United States. HemaCare provides its products and services to healthcare providers, hospitals, and research related organizations. The company was founded in 1978 and is based in Van Nuys, California. It trades on the OTC Bulletin Board under the symbol “HEMA”.

This press release also 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. The forward-looking statements in this press release include statements that HemaCare expects its cost cutting efforts and increased focus on more profitable lines of business to result in improved bottom line results. 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: a reduction in operating margins occasioned by costs increasing more rapidly than market prices, the reduced demand for blood products, declining blood donations, the loss of customers or the inability to pass on cost increases due to increased competition, an increase in operating costs due to changes in industry regulations and standards, a decrease in reimbursement rates; our competitive position may decline due to the potential adverse effect from changes in the healthcare industry, including consolidations, which could affect access to customers, our inability to attract, retain and motivate management and other skilled employees, an increased emphasis by our competitors on customer service may diminish the advantages we enjoy from our service-focused operations, and our competitors’ not-for-profit status gives them advantages in acquiring customers; 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.

(Financial Table Follows)

15350 Sherman Way, Suite 350, Van Nuys, CA 91406 · Phone 818.226.1968 · Fax 818.251.5300

HemaCare Corporation

Condensed Consolidated Data

(Unaudited)

	For the Three Months Ended						For the Year Ended
	December 31,						December 31,
	2010			2009			2010			2009
Statements of Operations:
Revenue	$	7,011,000		$	8,248,000		$	30,252,000		$	36,387,000
Gross Profit	$	943,000		$	1,424,000		$	4,377,000		$	6,452,000
General and administrative expenses	$	1,127,000		$	1,206,000		$	5,183,000		$	5,575,000
(Loss) income before income taxes and discontinued operations	$	(184,000	)	$	218,000		$	(806,000	)	$	877,000
Provision for (benefit from) income taxes		—		$	10,000		$	(60,000	)	$	(28,000	)
Net (loss) income before discontinued operations	$	(184,000	)	$	208,000		$	(746,000	)	$	905,000
Loss from discontinued operations, net of tax	$	(13,000	)	$	(13,000	)	$	(50,000	)	$	(50,000	)
Net (loss) income	$	(197,000	)	$	195,000		$	(796,000	)	$	855,000
Basic and diluted (loss) earnings per share	$	(0.02	)	$	0.02		$	(0.08	)	$	0.09
Weighted average shares outstanding – basic		9,713,000			10,050,000			9,968,000			10,008,000
Weighted average shares outstanding – diluted		9,713,000			10,257,000			9,968,000			10,132,000

15350 Sherman Way, Suite 350, Van Nuys, CA 91406 · Phone 818.226.1968 · Fax 818.251.5300

Balance Sheets:	12/31/2010		12/31/2009
Assets
Cash and cash equivalents	$	2,298,000	$	1,007,000
Other current assets		4,297,000		5,368,000
Non-current assets		3,248,000		4,200,000
Total assets	$	9,843,000	$	10,575,000
Liabilities and Shareholders' Equity
Current liabilities	$	4,551,000	$	4,449,000
Long-term liabilities		610,000		600,000
Shareholders' equity		4,682,000		5,526,000
Total liabilities and shareholders' equity	$	9,843,000	$	10,575,000

15350 Sherman Way, Suite 350, Van Nuys, CA 91406 · Phone 818.226.1968 · Fax 818.251.5300