S-8

As filed with the Securities and Exchange Commission on September 13, 2011 Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

HEMACARE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

California (State or Other Jurisdiction of Incorporation or Organization)	95-3280412 (I.R.S. Employer Identification No.)
15350 Sherman Way, Suite 350 Van Nuys, California (Address of Principal Executive Offices)	91406 (Zip Code)

2004 Stock Purchase Plan

 (Full Title of the Plan)

Pete van der Wal, President

and Chief Executive Officer

HEMACARE CORPORATION

15350 Sherman Way, Suite 350

Van Nuys, California 91406

(Name and Address of Agent for Service)

(818) 226-1968

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

John McIlvery, Esq.

Stubbs Alderton & Markiles, LLP

15260 Ventura Boulevard, 20th Floor

Sherman Oaks, CA 91403

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer   o (Do not check if smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount Of Registration Fee
Common Stock,   without par value	1,000,000	$0.30	$300,000	$34.83

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on a per share price of $0.30, the average of the high and low reported sales prices of the Registrant's common stock on the OTCBB on September 9, 2011.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Hemacare Corporation, a California corporation (the “Registrant”), relating to 1,000,000 shares of its common stock, without par value (the “Common Stock”), issuable under the 2004 Stock Purchase Plan (the “Plan”), which Common Stock is in addition to the 1,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on June 10, 2004 (Registration No. 333-116405) and the 1,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on August 19, 2008 (Registration No. 333-153072) (the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, which have previously been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the  “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Commission on March 23, 2011;

(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the annual report referred to in (a) above; and

(c) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, dated December 5, 1986, filed with the Commission, and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.  The Registrant’s file number with the Commission is 0-15223.

Any information that is furnished in any document incorporated or deemed to be incorporated by reference herein, but that is not deemed “filed” under the Securities Act or the Exchange Act, is not incorporated by reference herein.  Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

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Item 8.  Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith.

Exhibit No.	Exhibit Description
4.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 28, 2007).
4.3	Rights Agreement dated as of March 3, 1998, between the Company and U.S. Stock Transfer Corporation (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed with the Commission on March 5, 1998).
4.4	Amendment and Extension of Rights Agreement dated as of March 3, 1998, between the Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 24, 2008).
4.5	Form of certificate of Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-135663) filed with the Commission on July 10, 2006).
5.1	Opinion of Stubbs Alderton & Markiles, LLP.
10.1	Amended and Restated 2004 Stock Purchase Plan.
23.1	Consent of Stonefield Josephson, Inc., Independent Registered Public Accounting Firm.
23.2	Consent of Marcum LLP, Independent Registered Public Accounting Firm.
23.3	Consent of Stubbs Alderton & Markiles, LLP (included in its opinion filed as Exhibit 5.1).
24.1	Power of Attorney (included on signature page)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth, California on September 12, 2011.

HEMACARE CORPORATION
(Registrant)
By:	/s/ Pete van der Wal
	Pete van der Wal, President, Chief Executive
	Officer and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Pete van der Wal and Lisa Bacerra as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file a new registration statement under Rule 461 or Instruction E of Form S-8 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Pete van der Wal	President and Chief Executive Officer and Director	September 12, 2011
Pete van der Wal	(Principal Executive Officer)
/s/ Lisa Bacerra	Chief Financial Officer	September 12, 2011
Lisa Bacerra	(Principal Financial and Accounting Officer)
/s/ Steven B. Gerber, M.D.	Chairman of the Board	September 12, 2011
Steven B. Gerber, M.D.
/s/ Julian L. Steffenhagen	Director	September 12, 2011
Julian L. Steffenhagen
/s/ Teresa S. Sligh, M.D.	Director	September 12, 2011
Teresa S. Sligh, M.D.
/s/ Terry Van Der Tuuk	Director	September 12, 2011
Terry Van Der Tuuk

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
4.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 28, 2007).
4.3	Rights Agreement dated as of March 3, 1998, between the Company and U.S. Stock Transfer Corporation (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed with the Commission on March 5, 1998).
4.4	Amendment and Extension of Rights Agreement dated as of March 3, 1998, between the Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 24, 2008).
4.5	Form of certificate of Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-135663) filed with the Commission on July 10, 2006).
5.1	Opinion of Stubbs Alderton & Markiles, LLP.
10.1	Amended and Restated 2004 Stock Purchase Plan.
23.1	Consent of Stonefield Josephson, Inc., Independent Registered Public Accounting Firm.
23.2	Consent of Marcum LLP, Independent Registered Public Accounting Firm.
23.3	Consent of Stubbs Alderton & Markiles, LLP (included in its opinion filed as Exhibit 5.1).
24.1	Power of Attorney (included on signature page)

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EX-5.1

EXHIBIT 5.1

STUBBS ALDERTON & MARKILES, LLP

September 13, 2011

Hemacare Corporation

15350 Sherman Way, Suite 350

Van Nuys, California 91406

Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to which this letter is attached as Exhibit 5.1 filed by Hemacare Corporation, a California corporation (the  “Company “), in order to register under the Securities Act of 1933, as amended (the “Act “), 1,000,000 shares of common stock, without par value, of the Company (the “Shares”), issuable pursuant to the Company’s Amended and Restated 2004 Stock Purchase Plan (the “2004 Plan”).

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

We are of the opinion that the Shares have been duly authorized and upon issuance and sale in conformity with and pursuant to the 2004 Plan, and following receipt by the Company of the consideration therefor, the Shares will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an Exhibit to the Registration Statement.

Respectfully submitted,

/s/ Stubbs Alderton & Markiles, LLP

STUBBS ALDERTON & MARKILES, LLP

EX-10.1

Exhibit 10.1

HEMACARE CORPORATION

AMENDED AND RESTATED

2004 STOCK PURCHASE PLAN

(Effective August 19, 2011)

1.           Purpose of the Plan.  The purpose of this Amended and Restated HemaCare Corporation 2004 Stock Purchase Plan is to offer the Employees, Non-Employee Directors, and Consultants the opportunity to acquire a proprietary interest in the Company.  The Plan allows the Service Providers to purchase Common Stock from the Company.

2.           Definitions.  As used herein, the following definitions shall apply.

“Administrator” shall mean the Board or a Committee.

“Board” shall mean the Board of Directors of the Company.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean a committee of the Board.

“Common Stock” shall mean the common stock of the Company.

“Company” shall mean HemaCare Corporation, a California corporation.

“Consultant” shall mean any person or entity that performs bona fide services (other than services which are in connection with the offer or sale of securities in a capital raising transaction or directly or indirectly promote or maintain a market in the Company’s securities) to the Company or a Related Corporation, excluding Employees and Non-Employee Directors.

“Employee” shall mean any individual who is a common-law employee of the Company or a Related Corporation.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Non-Employee Director” shall mean a non-employee member of the Board.

“Plan” shall mean the HemaCare Corporation 2004 Stock Purchase Plan.

“Purchase Period” shall mean the period commencing at the opening of the New York Stock Exchange on the 13th business day and closing at the close of business on the 17th business day following the release of the Company’s quarterly earnings report.

“Purchase Price” shall mean, for a Purchase Period, an amount equal to the average closing price of the Common Stock on the OTC Bulletin Board (or such other quotation system or stock exchange on which the Common Stock is then principally traded) for the ten business day period that immediately precedes such Purchase Period, as determined by the Administrator.

“Related Corporation” shall mean any parent or subsidiary (as defined in Sections 424(e) and (f) of the Code) of the Company.

“Service Provider” shall mean an Employee, Non-Employee Director, or Consultant.

“Share” shall mean a share of Common Stock.

3.           Administration of the Plan.

(a)           Plan Administration. The Plan shall be administered by: (i) the Board; or (ii) a Committee, which Committee shall be constituted to satisfy applicable laws.

(b)           Powers of the Administrator.  Subject to the provisions of the Plan and in the case of specific duties delegated by the Administrator, and subject to the approval of relevant authorities, including the approval, if required, of any stock exchange or national market system upon which the Common Stock is then listed, the Administrator shall have the authority, in its sole discretion:

(i) to determine the Fair Market Value of the Common Stock;

(ii) to delegate to others responsibilities to assist in administering the Plan; and

(iii) to construe and interpret the terms of the Plan, and any other documents related to the Plan.

(c)           Effect of Administrator’s Decision. All decisions, determinations, and interpretations of the Administrator shall be final and binding on all Service Providers.

(d)           Liability.  No member of the Administrator shall be personally liable by reason of any act or omission to act by such member or on his or her behalf in his or her capacity as a member of the Administrator for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Administrator and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan to the maximum extent permitted by applicable laws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power the Company may have to indemnify them or hold them harmless.

4.           Stock Subject To The Plan.  The total number of Shares subject to issuance under the Plan may not exceed 3,000,000, subject to the adjustments provided for in Section 7 of the Plan.

5.           Eligibility.  The persons eligible to participate in the Plan shall be limited to any Employee, Non-Employee Director, or Consultant; provided that the Administrator may limit participation in the Plan to the extent necessary to comply with applicable federal and state securities laws.

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6.           Stock Purchase.  Subject to any limitations imposed by the Administrator, the Service Providers may purchase shares of Common Stock during any Purchase Period in accordance with the following procedures:

(a)           Notice. The Service Provider must notify the Administrator of the number of shares of Common Stock that he or she desires to purchase, and the date on which the Service Provider desires to make such purchase; provided, that such date is during a Purchase Period.

(b)           Minimum Purchase.  The Service Provider must purchase at least $2,000 worth of Common Stock each time that he or she purchases any Shares.

(c)           Purchase Price.  The Service Provider shall purchase the Shares for an amount that is equal to the Purchase Price for the Purchase Period.

(d)           Consideration.  The Service Provider shall pay the Company, through the Administrator or other agent designated by the Administrator, the Purchase Price in the form of cash or check at the time of the purchase.

(e)           Share Certificates.  After receipt of payment in full by the Administrator or such agent, the Company shall deliver to the Service Provider Common Stock certificates evidencing the Shares in the name of the Service Provider or the Service Provider’s nominee.

7.           Adjustments Upon Changes in Capitalization.  The number of Shares that may be issued under the Plan shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued and outstanding Shares, effected without the receipt of consideration by the Company. The Administrator’s determination with respect to the adjustment shall be final, binding, and conclusive.

8.           Effective Date and Term of the Plan. The Plan shall become effective as of May 25, 2004, the date of its adoption by the Board. Unless sooner terminated by the Administrator, the Plan shall continue until the day prior to the tenth anniversary of the date on which the Board adopted the Plan.

9.           Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan. In addition, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.

10.           Regulatory Approvals.

(a)           The implementation of the Plan and the issuance of any Shares under the Plan shall be subject to the following: (i) Company’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan and the Shares issued pursuant to it; (ii) the Service Provider complying with the Company’s insider trading policy; and (iii) the Service Provider holding the purchased Shares for six months or otherwise complying with Section 16(b) of the Exchange Act.

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(b)           No Shares shall be issued under the Plan unless and until there shall have been compliance with all applicable requirements of federal and state securities laws, including the filing and effectiveness of the Form S-8 registration statement for the Shares issuable under the Plan, qualification or exemption from qualification of the offer and sale of Common Stock under Section 25110 of the California Corporate Securities Law of 1968 and all applicable listing requirements of any stock exchange on which Common Stock is then listed for trading (if any).

11.           No Employment/Service Rights.  Nothing in the Plan shall confer upon the Service Providers any right to continue in service with the Company or any Related Corporation for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Related Corporation employing or retaining such person) to terminate such person’s service at any time for any reason, with or without cause.

12.           Governing Law.  This Plan shall be governed by California law, applied without regard to conflict of law principles.

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IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Plan effective as of August 19, 2011.

HEMACARE CORPORATION
By:	/s/ Lisa Bacerra
	Lisa Bacerra
Its:	Chief Financial Officer

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EX-23.1

EXHIBIT 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

We consent to the incorporation by reference in this Registration Statement of Hemacare Corporation on Form S-8 of our report dated March 23, 2010, with respect to our audit of the consolidated financial statements of Hemacare Corporation as of December 31, 2009 and for the year ended December 31, 2009 appearing in the Annual Report on Form 10-K of Hemacare Corporation for the year ended December 31, 2010.

 /s/ Stonefield Josephson, Inc.

Certified Public Accountants

Irvine, California

September 13, 2011

EX-23.2

EXHIBIT 23.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

We consent to the incorporation by reference in this Registration Statement of Hemacare Corporation on Form S-8 of our report dated March 21, 2011, with respect to our audit of the consolidated financial statements of Hemacare Corporation as of December 31, 2010 and for the year then ended appearing in the Annual Report on Form 10-K of Hemacare Corporation for the year ended December 31, 2010.

We were dismissed as auditors on June 8, 2011 and, accordingly, we have not performed any audit or review procedures with respect to any financial statements incorporated by reference in this Registration Statement for the periods after the date of our dismissal.

 /s/ Marcum LLP

Marcum LLP

Irvine, California

September 13, 2011