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Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SERACARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4343492
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1925 CENTURY PARK EAST, SUITE 1970
LOS ANGELES, CALIFORNIA 90067
(Address of Principal Executive Offices - Zip Code)
1997 INFORMAL STOCK COMPENSATION PLAN
(Full title of the plan)
BARRY L. PLOST
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
1925 CENTURY PARK EAST, SUITE 1970
LOS ANGELES, CALIFORNIA 90067
(310) 772-7777
(Name, address and telephone number of agent for service)
Copies to:
RONALD J. GRANT, ESQ.
TILLES, WEBB, KULLA & GRANT
A LAW CORPORATION
433 NORTH CAMDEN DRIVE, SUITE 1010
BEVERLY HILLS, CALIFORNIA 90210
(310) 888-3430
TELECOPY: 310-888-3433
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(1) Price(1) Fee(1)
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Common Stock, 500,000 $2.62 $1,310,000 $396.97
$.001 par value
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(1) In accordance with Rule 457(c), calculated on the basis of the closing
price for the Common Stock, $.001 par value, as reported by the OTC
Bulletin Board Service on June 11, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report, Form 10-KSB, for the fiscal year
ended February 28, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act").
(b) The Registrant's Registration Statement on Form 10-SB, filed on
November 21, 1996, as amended, effective January 20, 1997.
(c) All other reports filed by the Registrant pursuant to sections 13(a)
or 15(d) of the Exchange Act since the end of the Registrant's fiscal year
ended February 28, 1997.
(d) The description of the Registrant's Common Stock, $.001 par value,
contained in the Registrant's Registration Statement, Form 10-SB filed under
Section 12 of the Exchange Act on November 21, 1996, including any amendment or
reports filed for the purpose of updating such description.
(e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
filing of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all of the shares of common stock
offered have been sold or which de-registers all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document 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 an 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 superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors for monetary damages
arising from a breach of their fiduciary duties in certain circumstances to the
fullest extent permitted by law and authorizes the Registrant to indemnify its
directors and officers to the fullest extent permitted by law. Such limitation
of liability does not affect the availability of equitable remedies such as
injunctive relief or rescission. The Registrant's Bylaws provide that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by the General Corporation Law of Delaware, including circumstances
in which indemnification is otherwise discretionary under Delaware law.
Section 145 of the General Corporation Law of Delaware provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
certain liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933 (the "Securities Act"). The Registrant has
entered into indemnification agreements (as part of employment agreements) to
such effect with its officers and directors containing provisions which may be
in some respects broader than the specific indemnification provisions contained
in the General Corporation Law of Delaware. Additionally, the Registrant has
agreed to obtain officers and directors liability insurance for errors and
omissions of such type and in such amount as is customary for similarly
situated companies, if available at reasonable cost ("E&O Insurance"). At
present, the Registrant does not have such E&O Insurance.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document
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5 Opinion of Tilles, Webb, Kulla & Grant, a Law Corporation,
as to the legality of the securities being registered.
23.1 Consent of BDO Seidman, LLP, Independent Auditors.
23.2 Consent of Tilles, Webb, Kulla & Grant, a Law Corporation
(contained in Exhibit 5 hereto).
24 Power of Attorney (included on signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraph(a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act
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and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, State of California, on June 16, 1997.
SERACARE, INC.
By: /s/ BARRY D. PLOST
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Barry D. Plost,
Chairman and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Barry D. Plost and Jerry L. Burdick,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her and in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ BARRY D. PLOST Chairman of the Board
- ---------------------- Chief Executive Officer
Barry D. Plost (Principal Executive Officer) June 16, 1997
/s/ JERRY L. BURDICK Executive Vice President
- ---------------------- Chief Financial Officer
Jerry L. Burdick (Principal Financial and
Accounting Officer) and Director June 16, 1997
/s/ SAM ANDERSON Director June 16, 1997
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Sam Anderson
/s/ SUSAN PRESTON Director June 16, 1997
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Susan Preston
/s/ EZZAT JALLAD Director June 16, 1997
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Ezzat Jallad
/s/ NELSON TENG Director June 16, 1997
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Nelson Teng
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
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<S> <C> <C>
5 Opinion of Tilles, Webb, Kulla & Grant, a Law 9
Corporation, as to the legality of the securities
being registered.
23.1 Consent of BDO Seidman, LLP, Independent Auditors. 10
23.2 Consent of Tilles, Webb, Kulla & Grant, a Law --
Corporation (contained in Exhibit 5 hereto).
24 Power of Attorney (included on signature page of this --
Registration Statement).
</TABLE>
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Exhibit 5
TILLES, WEBB, KULLA & GRANT
A LAW CORPORATION
433 NORTH CAMDEN DRIVE, SUITE 1010
BEVERLY HILLS, CALIFORNIA 90210
RONALD J. GRANT TELEPHONE (310) 888-3430 NORMAN S. KULLA, OF COUNSEL
STEPHEN P. WEBB FAX (310) 888-3433 MANDY TILLES, RETIRED
E-MAIL
[email protected]
OUR FILE NUMBER:
June 16, 1997 16842.007
SeraCare, Inc.
1925 Century Park East, Suite 1970
Los Angeles, California 90067
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
SeraCare, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission, in connection with the registration under the Securities
Act of 1933, as amended, of 500,000 shares of the Company's Common Stock, $.001
par value, to be issued pursuant to the 1997 Informal Stock Compensation Plan
("Plan"), adopted by resolutions of the Board of Directors of the Company on
June 12, 1997.
In connection with our examination, we have examined the Company's
Certificate of Incorporation, By-Laws and the Board resolutions adopting and
setting forth the provisions of the Plan.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which
this opinion is rendered, the authority of such persons signing on behalf of
the parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
Based upon the foregoing, we are of the opinion that the Common Stock to
be issued pursuant to the Plan, when issued and sold in accordance with the
Plan, will be legally and validly issued, fully-paid and non-assessable. This
opinion shall be limited to the laws of the State of California, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
TILLES, WEBB, KULLA & GRANT
A Law Corporation
/s/ Tilles, Webb, Kulla & Grant, ALC
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Exhibit 23.1
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the SeraCare, Inc. 1997 Informal Stock
Compensation Plan, of our report dated May 2, 1997, on our audit of the
consolidated financial statements of SeraCare, Inc. and subsidiaries as of
February 28, 1997, which report is included in the SeraCare, Inc. Annual
Report on Form 10-KSB for the fiscal year ended February 28, 1997.
Los Angeles, California
June 16, 1997 /s/ BDO SEIDMAN, LLP
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