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CUSIP No. 364 657 106 Page 1 of 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
Gamma Biologicals, Inc.
(Name of Issuer)
Common Stock, Par Value $,10 Per Share
(Including the associated common stock purchase rights)
(Title of Class of Securities)
364 657 106
(CUSIP Number)
Edward L. Gallup
Immucor, Inc.
3130 Gateway Drive
Norcross, Georgia 30091
Telephone: (770) 441-2051
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 21, 1998
(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
schedule because of Rule 13b-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise
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subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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CUSIP No. 364 657 106 Page 3 of 8
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gamma Acquisition Corporation
None
Immucor, Inc.
22-240 8354
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK; WC
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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
Texas (Gamma Acquisition Corporation)
Georgia (Immucor, Inc.)
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NUMBER OF 7 SOLE VOTING POWER
SHARES 375,887 (Gamma Acquisition Corporation)
BENEFICIALLY 1,149,221 (Immucor, Inc.)
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0 (Gamma Acquisition Corporation)
PERSON WITH 0 (Immucor, Inc.)
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9 SOLE DISPOSITIVE POWER
375,887 (Gamma Acquisition Corporation)
1,149,221 (Immucor, Inc.)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 (Gamma Acquisition Corporation)
0 (Immucor, Inc.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,887 (Gamma Acquisition Corporation)
1,149,221 (Immucor, Inc.)
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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)
8.1% (Gamma Acquisition Corporation)
19.9% (Immucor, Inc.)
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CUSIP No. 364 657 106 Page 4 of 8
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14 TYPE OF REPORTING PERSON*
Co (Gamma Acquisition Corporation)
Co (Immucor, Inc.)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 364 657 106 Page 5 of 8
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.10,
and associated common stock purchase rights (the "Shares") of Gamma Biologicals,
Inc. (the "Company"), the principal executive offices of which are located at
3700 Mangum Road, Houston, Texas 77092.
ITEM 2. IDENTIFY AND BACKGROUND
This statement is being filed by Immucor, Inc. ("Parent") and
Gamma Acquisition Corporation ("Purchaser"). Parent is a Georgia corporation the
principal executive offices of which are located at 3130 Gateway Drive,
Norcross, Georgia 30091. Parent manufacturers and sells a complete line of
reagents and systems used in the medical industry to detect and identify certain
properties of the cell and serum components of blood. Purchaser is a
wholly-owned subsidiary of Parent formed for the purpose of purchasing the
Shares pursuant to a tender offer dated September 25, 1998 (the "Offer").
The names, business addresses, principal occupations or
employments and citizenships (and the names, principal business and addresses of
the corporations or other organizations in which such employment is conducted)
of the executive officers and directors of Parent and Purchaser are set forth in
Schedule 1 attached hereto and incorporated herein by reference.
During the last five years, neither Parent nor Purchaser nor,
to the best knowledge of Parent and Purchaser, the persons listed in Schedule 1
attached hereto, has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors or (ii) a party to a civil proceeding
or a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The total of funds required by Purchaser to purchase all of
the Shares pursuant to the Offer, fund payments for cancellation of options and
pay fees and expenses related to the Offer and the Merger is estimated to be
approximately $27 million. Purchaser plans to obtain all funds needed for the
Offer and the Merger through a capital contribution from Parent.
Parent plans to obtain a portion of the funds for such capital
contribution through a new credit facility (the "Credit Facility"). The Credit
Facility will provide a term loan of $20 million to finance the acquisition. The
Credit Facility will initially bear interest at LIBOR plus 120 basis points. The
Credit Facility will contain customer covenants that include maintenance of
certain financial ratios. The remainder of the funds for the capital
contribution will be provided from the Parent's cash holdings.
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Although no definitive plan or arrangement for repayment of
borrowings under the Credit Facility has been made, Parent anticipates such
borrowings will be repaid with internally generated funds (including, if the
Merger is accomplished, those of the Company) and form other sources which may
include the proceeds of future refinancings. No decision has been made
concerning the method Parent will use to repay the borrowings under the Credit
Facility. Such decision will be made based on Parent's review from time to time
of the advisability of particular actions, as well as prevailing interest rates,
financial and other economic conditions and such other factors Parent may deem
appropriate. See Item 4.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the Offer and the Merger is to enable Parent to acquire
control of, and the entire equity interest in, the Company. The Offer, as the
first step in the acquisition of the Company, is intended to facilitate the
acquisition of all the Shares. The offer was made pursuant to the terms of a
Merger Agreement dated September 21, 1998 (the "Merger Agreement"), among
Purchaser, Parent and the Company. The Merger Agreement provides among other
things, for the merger of Purchaser with and into the Company (the "Merger")
following the purchase of Shares pursuant to the Offer. The purpose of the
Merger is to acquire all Shares not purchased pursuant to the Offer or
otherwise. Pursuant to the Merger, each then outstanding Share (other than
Shares owned by the Parent or any of its subsidiaries) will be converted into
the right to receive an amount in cash equal to the price per Share paid by the
Purchaser pursuant to the Offer. In connection with the Merger Agreement, the
Purchaser, the Parent and the Company entered into that certain Stock Option
Agreement dated September 21, 1998, pursuant to which the Company granted to
Purchaser an option to purchase up to 19.9% of the outstanding stock of the
Company for $5.40 per share (the "Company Option"). In addition, on September
21, 1998, the Purchaser, the Parent and certain of the Company's stockholders
entered into that certain Shareholders Agreement of even date pursuant to which
stockholders holding approximately 15.6% of the outstanding shares of the
Company (giving effect to the exercise of all options held by such stockholders)
granted to Purchaser a proxy and an option to purchase all of their shares of
Company stock for $5.40 per share (the "Shareholders Agreement"). If Parent
acquires 90% or more of the Shares in the Offer, it will be able to consummate
the Merger without having to hold a meeting of the Company's shareholders. If
Parent does not acquire 90% of the Shares in the Offer, it may exercise the
Company Option to increase its holdings to 90%.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Parent beneficially owns 1,149,221 shares of common stock
of the Company or approximately 19.9% of the outstanding Shares. Purchaser
beneficially owns 375,887 shares of common stock of the Company or approximately
8.1% of the outstanding Shares.
(b) Each of Parent and Purchaser has the sole power to vote
and to direct the disposition of the Shares each beneficially owns subject to
the agreements described in Item 4.
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CUSIP No. 364 657 106 Page 7 of 8
(c) Each of Parent and Purchaser acquired beneficial
ownership of the Shares it beneficially owns on September 21, 1997.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement and Plan of Merger dated September 21, 1998, among
Purchaser, Parent and the Company (incorporated herein by
reference to Exhibit (c)(1) to Parent's Schedule 14D-1 Tender
Offer Statement filed September 25, 1998 Pursuant to Section
14(D)(1) of the Securities Exchange Act of 1934).
Exhibit B Stock Option Agreement dated September 21, 1998, among
Purchaser, Parent and the Company (incorporated herein by
reference to Exhibit (c)(2) to Parent's Schedule 14D-1 Tender
Offer Statement filed September 25, 1998 Pursuant to Section
14(D)(1) of the Securities Exchange Act of 1934).
Exhibit C Shareholders Agreement dated September 21, 1998, by and among
Purchaser, Parent and certain shareholders of the Company
(incorporated herein by reference to Exhibit (c)(3) to
Parent's Schedule 14D-1 Tender Offer Statement filed September
25, 1998 Pursuant to Section 14(D)(1) of the Securities
Exchange Act of 1934).
Exhibit D Bank Commitment Letter (incorporated herein by reference to
Exhibit (b) to Parent's Schedule 14D-1 Tender Offer Statement
filed September 25, 1998 Pursuant to Section 14(D)(1) of the
Securities Exchange Act of 1934).
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CUSIP No. 364 657 106 Page 8 of 8
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: October 1, 1998
GAMMA ACQUISITION CORPORATION
By: /s/ EDWARD L. GALLUP
---------------------------------------------
Name: Edward L. Gallup
Title: President
IMMUCOR, INC.
By: /s/ EDWARD L. GALLUP
---------------------------------------------
Name: Edward L. Gallup
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
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SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT AND PURCHASER
Parent. Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employments for the past five years of each director and executive officer of
the Parent. Except as otherwise noted, the business address of each such person
is 3130 Gateway Drive, Norcross, Georgia 30091, and each such person is a United
States citizen. In addition, except as otherwise noted, each director and
executive officer of Parent has been employed in his or her present principal
occupation listed below during the last five years.
PRINCIPAL OCCUPATION OR EMPLOYMENT,
NAME 5-YEAR EMPLOYMENT HISTORY
Edward L. Gallup Mr. Gallup has been chairman of the Board of
Directors, President and Chief Executive Officer of
Parent since its founding in 1982. Mr. Gallup has
worked in the blood banking business for over 33
years.
Ralph A. Eatz Mr. Eatz, who has been working in the blood banking
reagent field for over 29 years, has been a director
and Vice President-Operations of the Parent since its
founding, and Senior Vice President-Operations since
December 1988.
Daniel T. McKeithan Mr. McKeithan has been a director of the Parent since
February 28, 1983. Mr. McKeithan also has 29 years
experience in pharmaceutical and diagnostic products
with Johnson and Johnson, Inc., including Vice
President-manufacturing of the Ortho Diagnostic
Systems division. Mr. McKeithan's business address is
8539 Via De Los Libros, Scottsdale, Arizona 85258.
Didier L. Lanson Mr. Lanson has been a director of the Parent since
October 24, 1989. Since September 1992, he has served
as Vice President, Europe, of syStemix International,
subsidiary of syStemix, Inc., a publicly traded
biotechnology company recently acquired by Novartis
Biotech Holding Corporation, a wholly owned
subsidiary of Novartis Inc., and primarily engaged in
the development of cellular processes and cellular
products. Mr. Lanson is a citizen of France. Mr.
Lanson's business address is 1651 Page Mill Road,
Palo Alto, California 94305.
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Dr. Gioacchino De Chiricio Dr. De Chiricio has been President of Immucor Italia
S.r.l. since February 1994. From 1989 until 1994, he
was employed in the United States by Ortho Diagnostic
Systems, Inc., a Johnson and Johnson Company, as
General Manager, Immunocytometry, with worldwide
responsibility. Mr. De Chiricio is a citizen of
Italy. Mr. De Chiricio's business address is 20090
Noverasco Di Opera, Via Sporting Mirasole, 4, Italy.
G. Bruce Papesh Mr. Papesh is the co-founder of Dart, Papesh & Co.,
a Lansing, Michigan based company that provides
investment consulting and other financial services.
He has served as President of Dart, Papesh & Co.
Inc., since 1987. Mr. Papesh has over 27 years of
experience in investment services while serving in
stock broker, consulting and executive management
positions. He provides investment services to Kenneth
B. Dart and Robert C. Dart and their affiliates. Mr.
Papesh also serves as a Director and as Secretary of
Neogen Corporation, an agricultural biotechnology
company. Mr. Papesh's business address is 501 South
Capital Avenue, Suite 111, Lansing, Michigan 48933.
Dennis M. Smith, Jr. MD. Dr. Smith has served as Director of the Parent since
April 17, 1998. Dr. Smith is the Chair of the Section
of Pathology and the Director of Laboratories at
Columbia Memorial Hospital in Jacksonville, Florida.
In addition to these duties, Dr. Smith is a member of
the Board of Directors of Medical Equity Partners,
Jacksonville, Florida, Vice President of AmeriPath,
Inc. Dr. Smith is a past president of the American
Association of Blood Banks and is currently Chairman
of the Board of Trustees of the National Blood
Foundation. He has over 19 years of experience in the
medical field. Mr. Smith's business address is 3349
University Boulevard South, Jacksonville, Florida
32216.
Joseph E. Rosen Mr. Rosen has served as a Director of the Parent
April 20, 1998. Mr. Has been with Sera-Tec
Biologicals since its inception in 1969 and has
served as President for the past 15 years. Mr. Rosen
is currently serving as Chairman of the American
Blood Resources Association. He has over 25 years of
experience in the blood banking industry. Mr. Rosen's
business address is 223 North Center Drive, North
Brunswick, New Jersey 08902.
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The Purchaser. The name and position with the Purchaser of each
director and executive officer of the Purchaser are set forth below. The
business address, present principal occupation or employment, five-year
employment history and citizenship of Mr. Gallup is set forth above.
NAME POSITION WITH THE PURCHASER
Edward L. Gallup President, Chief Executive Officer and Sole Director
Steven C. Ramsey Vice President, Treasurer and Secretary. Mr. Ramsey
has been Chief Financial Officer of Parent since
April, 1998. Prior to joining Parent, Mr. Ramsey
served as Vice President and Chief Financial Officer
of International Murex Technologies Corporation. Mr.
Ramsey's business address is 3130 Gateway Drive,
Norcross, Georgia 30091.
