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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SERACARE, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
817473101
(CUSIP NUMBER)
BARRY D. PLOST
C/O SERACARE, INC.
1925 CENTURY PARK EAST, SUITE 1970
LOS ANGELES, CALIFORNIA 90067
TEL. NO.: (310) 772-7777
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
WITH A COPY TO:
DAVID A. KRINSKY, ESQ.
O'MELVENY & MYERS LLP
610 NEWPORT CENTER DRIVE
SUITE 1700
NEWPORT BEACH, CALIFORNIA 92660
DECEMBER 21, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF
THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ]
1
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1 NAME OF REPORTING PERSON
Barry D. Plost
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
1,743,693(1)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,743,693(1)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,743,693(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
14 TYPE OF REPORTING PERSON
IN
- --------
1 Includes 18,750 Shares held by the Reporting Person's spouse.
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Item 1. Security and Issuer
This statement relates to the Common Stock (the "Shares") of
SeraCare, Inc., a Delaware corporation (the "Company"), having its principal
executive offices at 1925 Century Park East, Suite 1970, Los Angeles,
California 90067.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Barry D. Plost, an individual.
Mr. Plost is hereinafter referred to as the "Reporting Person."
(b) The Reporting Person's address is c/o SeraCare, Inc., 1925 Century Park
East, Suite 1970, Los Angeles, California 90067.
(c) Since 1996, the Reporting Person has served as a director, as Chairman
of the Board of the Company and as Chief Executive Officer and President of the
Company.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws, or finding
any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired the Shares beneficially owned by him as
follows:
On March 6, 1996, the Report Person used his personal funds to acquire
99,284 Shares from the Company for $75,000 in cash (43,988 of such Shares were
subsequently sold by the Reporting Person on January 30, 1998 in the open market
for approximately $300,878 in cash). On October 7, 1996, the Reporting Person
used his personal funds to acquire 70,000 Shares and warrants to purchase 35,000
Shares from the Company for a total of $105,000 in cash. On March 11, 1997, the
Reporting Person used his personal funds to acquire 70,000 Shares and warrants
to purchase 35,000 Shares from the Company for $105,000 in cash. On November 14,
1997, the Reporting Person acquired 35,000 Shares pursuant to the cashless
exercise of the warrants to purchase 70,000 Shares acquired by the Reporting
Person pursuant to October 7, 1996 and March 11, 1997 acquisitions. On February
19, 1998, the Reporting Person acquired 100,000 Shares pursuant to the cashless
exercise of warrants held by the Reporting Person to purchase 200,000 Shares.
The Company had issued the warrants to purchase 200,000 Shares to the Reporting
Person on January 12, 1998 in connection with a loan made to the Company by the
Reporting Person in the aggregate principal amount of $200,000.
The Reporting Person acquired options to purchase Shares as follows:
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On February 6, 1996, the Company issued options to purchase Shares to
the Reporting Person in connection with an employment agreement entered into
between the Company and the Reporting Person. The options vested upon issuance
and are exercisable for five years from the date of issuance at the following
exercise prices:
<TABLE>
<CAPTION>
NUMBER OF OPTIONS EXERCISE PRICE
----------------- --------------
<S> <C>
56,147 $1.25
50,000 $1.00
50,000 $2.00
50,000 $3.00
100,000 $1.00
</TABLE>
On September 11, 1997 the Company issued options to purchase 100,000
Shares to the Reporting Person pursuant to a grant from the Board of
Directors of the Company in recognition of strategic guidance provided by the
Reporting Person. The options vested upon issuance and are exercisable for
five years from the date of issuance at the exercise price of $3.00 per Share.
The Company issued options to purchase the following number of
Shares to the Reporting Person on the following dates in connection with
certain loans made by the Reporting Person to the Company (each of the
options vested immediately upon issuance and are exercisable for five years
from the date of issuance):
<TABLE>
<CAPTION>
DATE NUMBER OF OPTIONS EXERCISE PRICE
- ---- ----------------- --------------
<S> <C> <C>
July 2, 1996 80,000 $1.00
July 17, 1996 50,000 $1.00
February 21, 1997 80,000 $2.00
May 2, 1997 75,000 $2.00
May 19, 1997 62,500 $2.00
June 3, 1997 75,000 $2.00
June 17, 1997 25,000 $2.00
July 11, 1997 75,000 $2.00
August 25, 1997 75,000 $2.00
</TABLE>
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<TABLE>
<S> <C> <C>
August 25, 1997 25,000 $3.00
September 8, 1997 75,000 $2.00
September 8, 1997 25,000 $3.00
September 12, 1997 50,000 $2.00
September 12, 1997 16,000 $3.00
October 6, 1997 75,000 $2.00
October 6, 1997 25,000 $3.00
October 15, 1997 75,000 $2.00
October 15, 1997 25,000 $3.00
</TABLE>
On October 23, 1996, the Reporting Person's spouse used her personal
funds to acquire 15,000 Shares and warrants to purchase 7,500 Shares from the
Company for $22,500 in cash. On November 14, 1997 the Reporting Person's spouse
acquired 3,750 Shares pursuant to the cashless exercise of the warrants to
purchase 7,500 Shares acquired by the Reporting Person's spouse pursuant to the
October 23, 1996 acquisition. The Reporting Person may be deemed to beneficially
own the 18,750 Shares held by the Reporting Person's spouse, and therefore, such
Shares have been included by the Reporting Person in the response to Item 5(a)
below.
Item 4. Purpose of Transaction
All of the Shares beneficially owned by the Reporting Person were
acquired by the Reporting Person for investment purposes only. The Reporting
Person currently does not have any plans or proposals that relate to or would
result in any of the matters described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns an aggregate of 1,743,693
Shares (which number includes options to purchase 1,394,647 Shares),
representing approximately 20.3% (assuming exercise of all 1,394,647 options) of
the total number of Shares of the Company outstanding as of August 24, 1998 (as
reported in the Company's most recent definitive proxy statement filed with the
Securities and Exchange Commission).
(b) The Reporting Person has the sole power to vote or to direct the
vote, and the sole power to dispose or direct the disposition, of all 1,743,693
Shares beneficially owned by him.
(c) The Reporting Person has not effected any transactions in any
Shares during the past 60 days.
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(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any other person with
respect to any of the Shares beneficially owned by the Reporting Person.
Item 7. Material To Be Filed as Exhibits
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that this statement is true, complete and correct.
November 12, 1998
/s/ Barry D. Plost
Barry D. Plost
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