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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
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
MARCH 24, 1999
(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: [ ]
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(1) NAME OF REPORTING PERSON
Barry D. Plost
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 2,582,705(1)
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER -0-
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 2,582,705(1)
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,582,705(1)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1%
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(14) TYPE OF REPORTING PERSON
IN
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SEC 1746 (3-98)
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(1) Includes 18,750 Shares held by the Reporting Person's spouse.
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This Amendment No. 1 to Schedule 13D amends and restates the Schedule
13D dated November 13, 1998.
Item 1. Security and Issuer
This statement relates to the Common Stock (the "Common Stock") 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
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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:
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>
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Number of Options Exercise Price
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<S> <C>
56,147 $1.25
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50,000 $1.00
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50,000 $2.00
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50,000 $3.00
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100,000 $1.00
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</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 or warrants 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 or warrants vested immediately upon issuance and are exercisable for
five years from the date of issuance):
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Date Number of Options or Warrants Exercise Price
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<S> <C> <C>
July 2, 1996 80,000 $1.00
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July 17, 1996 50,000 $1.00
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February 21, 1997 80,000 $2.00
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May 2, 1997 75,000 $2.00
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May 19, 1997 62,500 $2.00
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June 3, 1997 75,000 $2.00
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June 17, 1997 25,000 $2.00
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July 11, 1997 75,000 $2.00
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August 25, 1997 75,000 $2.00
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August 25, 1997 25,000 $3.00
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September 8, 1997 75,000 $2.00
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September 8, 1997 25,000 $3.00
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September 12, 1997 50,000 $2.00
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September 12, 1997 16,000 $3.00
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October 6, 1997 75,000 $2.00
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October 6, 1997 25,000 $3.00
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October 15, 1997 75,000 $2.00
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October 15, 1997 25,000 $3.00
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March 24, 1999 839,011 $4.25
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</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 2,582,705
Shares (which number includes options to purchase 2,233,658 Shares),
representing approximately 26.1% (assuming exercise of all 2,233,658 options)
of the total number of Shares of the Company outstanding as of February 26,
1999.
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(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
2,582,705 Shares beneficially owned by him.
(c) On March 24, 1999, the Board of Directors of the Company
approved the issuance to the Reporting Person of a warrant to purchase
839,011 Shares at an exercise price of $4.25 per Share. The warrant is
exercisable at any time on or before March 23, 2004. The warrant was issued
to the Reporting Person in connection with certain loans made by the
Reporting Person to the Company between June 1997 and February 1998.
(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.
March 30, 1999
/s/ Barry D. Plost
Barry D. Plost
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