As filed with the Securities and Exchange Commission on August 24, 1995
Registration No.________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMMUCOR, INC.
(Exact name of registrant as specified in its charter)
Georgia 22-2408354
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3130 Gateway Drive, P.O. Box 5625, Norcross, Georgia 30091
(Address of Principal Executive Offices) (Zip Code)
1995 Stock Option Plan
(Full title of the plan)
Copy to:
Edward L. Gallup, President
Immucor, Inc. Philip H. Moise
3130 Gateway Drive Nelson, Mullins, Riley & Scarborough
P.O. Box 5625 400 Colony Square
Norcross, Georgia 30091-5625 1201 Peachtree Street, Suite 2200
(404) 441-2051 Atlanta, GA 30361
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered(1) per share(2) offering price(2) fee
Common
Stock, $.10 672,000 $6.00
par value per 328,000 $11.50(3) $7,804,000 $2,691
share
(1) The shares of Common Stock being registered represent
shares of Common Stock which may be acquired pursuant to options
to be granted under the Immucor, Inc. 1995 Stock Option Plan (the
"Plan"). An undetermined number of additional shares may be
issued, or the shares registered hereunder may be combined into
an undetermined lesser number of shares, if the antidilution
provisions of the Plan become operative.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and (h).
(3) In accordance with Rule 457(h), the average of the high
and low prices of such shares on August 18, 1995, quoted in the
NASDAQ National Market System, as reported in The Wall Street
Journal.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by Immucor, Inc.
(the "Company") with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (the "Exchange Act") are
hereby incorporated herein by reference as of their respective
dates:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1995.
(2) The description of the Company's Common Stock as
contained in the Company's Registration Statement on
Form 8-A (Registration No. 0-14820) as declared
effective by the Commission on July 21, 1986, as amended by
various reports and other documents filed pursuant
to the Exchange Act.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the Filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the
registration statement and to be a part thereof from the date of
the filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 14-2-850, et. seq., of the Georgia Business
Corporation Code (the OCodeO) authorizes the Company to indemnify
its directors, officers, employees and agents in certain
circumstances. Section 14-2-856 expressly allows the Company to
provide, with shareholder approval, indemnification rights that
are broader than otherwise provided under the Code. Article
Eight of the Company's Bylaws provides for broader
indemnification rights than expressly provided under the Code.
The following is a summary of the material provisions of Article
Eight.
Article Eight requires the Company to indemnify persons who
are parties to any civil, criminal, administrative or
investigative action, suit or proceeding by reason of the fact
that such person was or is a director of the Company. Except as
noted in the next paragraph, directors are entitled to be
indemnified against expenses (including but not limited to
attorneysO fees and court costs), and against any judgments,
fines and amounts paid in settlement actually and reasonably
incurred by them. Directors also are entitled to have the
Company advance any such expenses prior to final disposition of
the proceeding, upon an undertaking to repay the Company if it is
ultimately determined that they are not entitled to
indemnification.
Under Article Eight, indemnification will be disallowed
under the four exceptions to limitation of directors' liability
under Section 14-2-202 of the Code, namely: (i) any
appropriation, in violation of the directorOs duties, of any
business opportunity of the Company, (ii) acts or omissions which
involved intentional misconduct or a knowing violation of law,
(iii) liability under Section 14-2-832 of the Code (dealing with
unlawful distributions), and (iv) any transaction from which the
director derived an improper personal benefit. In addition,
directors will not be indemnified as to judgments, fines and
amounts paid in settlement related to a breach of duty as a
director to the extent that such amounts do not exceed the
director's compensation for services as a director during the 12-
month period preceding the breach.
The Board of Directors also has the authority to extend to
officers, employees and agents the same indemnification rights
held by directors, subject to all of the accompanying conditions
and obligations, except that the indemnification so provided need
not be limited by a requirement that officers, employees and
agents bear the liability up to the amount of their compensation
over a 12-month period. The Board of Directors has not yet
extended indemnification rights to any officers, employees or
agents.
The Company, upon authorization by the Board of Directors,
has the power to enter into an agreement or agreements providing
to any person who was or is a director, officer, employee or
agent of the Company, indemnification rights substantially the
same as those provided to directors under Article Eight. The
Company currently does not plan to enter into any such agreements
of indemnity.
The Company has the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity,
whether or not the corporation would have the power to indemnify
him against such liability under Article Eight.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
4.1 1995 Stock Option Plan (incorporated by reference
to Exhibit 10.14 to Immucor, Inc.'s Annual Report
on Form 10-K for the fiscal year ended May 31, 1995).
4.2 Immucor, Inc. Shareholder Rights Plan, adopted
April 7, 1989 (incorporated by reference to Exhibit
4.1 to Immucor, Inc.Os Current Report on Form 8-K
dated April 7, 1989).
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(included in Exhibit 5.1)
24 Power of Attorney
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the CompanyOs annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit planOs annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Company 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 Norcross, State of Georgia on this 24th day of
August, 1995.
IMMUCOR, INC.
By: /s/ Richard J. Still
Richard J. Still
Senior Vice President-Finance,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on August 24, 1995.
Signatures Title
* Chairman of the Board, President
Edward L. Gallup and Chief Executive Officer
(Principal Executive Officer)
* Director, Senior Vice President -
Richard J. Still Finance,Secretary and Treasurer
(Principal Financial and Accounting
Officer)
* Director, Senior Vice President-
Ralph A. Eatz Operations
* Director
Daniel T. McKeithan
* Director
Didier M. Lanson
* Director
Josef Wilms
* Director
Dr. Gioacchino De Chirico
*By: /s/ Richard J. Still
Richard J. Still
as Attorney-in-Fact
EXHIBIT INDEX
Exhibit Document
4.1 1995 Stock Option Plan (incorporated by reference
to Exhibit 10.14 to Immucor, Inc.'s Annual
Report on Form 10-K for the fiscal year ended
May 31, 1995).
4.2 Immucor, Inc. Shareholder Rights Plan, adopted
April 7, 1989 (incorporated by reference to
Exhibit 4.1 to Immucor, Inc.'s Current Report
on Form 8-K dated April 7, 1989).
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(included in Exhibit 5.1)
24 Power of Attorney
August 21, 1995
IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, GA 30091
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to
be filed by you with the Securities and Exchange Commission
in connection with the registration under the Securities Act
of 1993 of 1,000,000 shares of Common Stock, $.10 par value
per share (the "Shares"), which may be offered for sale
pursuant to the Company's 1995 Stock Option Plan (the
"Option Plan"). We have also examined the Option Plan and
the proceedings taken by you in connection with the sale and
issuance of the Shares under the Option Plan.
It is our opinion that the Shares, when issued and sold in
the manner referred to the Option Plan, will be validly
issued, fully paid and nonassessable.
This opinion is being furnished to you solely in connection
with the issuance of the Shares, and is not to be relied
upon by any other person. The opinions expressed herein are
rendered and speak only as the date hereof, and we
specifically disclaim any undertaking to update such opinion
or to advise you of subsequent developments effecting the
same that hereafter may come to our attention.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration
Statement.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
By: /s/ Philip H. Moise
Philip H. Moise
INDEPENDENT AUDITORSO CONSENT
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Immucor, Inc. of our
report dated July 21, 1995, appearing in the Annual Report
on Form 10-K of Immucor, Inc. for the year ended May 31,
1995.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
August 16, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Edward L.
Gallup and Richard J. Still, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in
any and all capacities, to sign any Registration Statement
on Form S-8 relating to the Immucor, Inc. 1995 Stock Option
Plan (the "1995 Plan") to be filed with the Securities and
Exchange Commission (whether relating to the 1995 Plan as
currently in effect or to the 1995 Plan as it may be amended
in the future), and any and all amendments (including post-
effective amendments) to any such Registration Statement,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 23rd day of August , 1995.
/s/ Edward L. Gallup
Edward L. Gallup
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Edward L.
Gallup and Richard J. Still, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in
any and all capacities, to sign any Registration Statement
on Form S-8 relating to the Immucor, Inc. 1995 Stock Option
Plan (the "1995 Plan") to be filed with the Securities and
Exchange Commission (whether relating to the 1995 Plan as
currently in effect or to the 1995 Plan as it may be amended
in the future), and any and all amendments (including post-
effective amendments) to any such Registration Statement,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 23rd day of August , 1995.
/s/ Richard J. Still
Richard J. Still
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Edward L.
Gallup and Richard J. Still, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in
any and all capacities, to sign any Registration Statement
on Form S-8 relating to the Immucor, Inc. 1995 Stock Option
Plan (the "1995 Plan") to be filed with the Securities and
Exchange Commission (whether relating to the 1995 Plan as
currently in effect or to the 1995 Plan as it may be amended
in the future), and any and all amendments (including post-
effective amendments) to any such Registration Statement,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 13th day of July , 1995.
/s/ Ralph A. Eatz
Ralph A. Eatz
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Edward L.
Gallup and Richard J. Still, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in
any and all capacities, to sign any Registration Statement
on Form S-8 relating to the Immucor, Inc. 1995 Stock Option
Plan (the "1995 Plan") to be filed with the Securities and
Exchange Commission (whether relating to the 1995 Plan as
currently in effect or to the 1995 Plan as it may be amended
in the future), and any and all amendments (including post-
effective amendments) to any such Registration Statement,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 22nd day of June , 1995.
/s/ Daniel T. McKeithan
Daniel T. McKeithan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Edward L.
Gallup and Richard J. Still, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in
any and all capacities, to sign any Registration Statement
on Form S-8 relating to the Immucor, Inc. 1995 Stock Option
Plan (the "1995 Plan") to be filed with the Securities and
Exchange Commission (whether relating to the 1995 Plan as
currently in effect or to the 1995 Plan as it may be amended
in the future), and any and all amendments (including post-
effective amendments) to any such Registration Statement,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 27th day of June , 1995.
/s/ Didier L. Lanson
Didier L. Lanson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Edward L.
Gallup and Richard J. Still, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in
any and all capacities, to sign any Registration Statement
on Form S-8 relating to the Immucor, Inc. 1995 Stock Option
Plan (the "1995 Plan") to be filed with the Securities and
Exchange Commission (whether relating to the 1995 Plan as
currently in effect or to the 1995 Plan as it may be amended
in the future), and any and all amendments (including post-
effective amendments) to any such Registration Statement,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 7th day of July , 1995.
/s/ Josef Wilms
Josef Wilms
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Edward L.
Gallup and Richard J. Still, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in
any and all capacities, to sign any Registration Statement
on Form S-8 relating to the Immucor, Inc. 1995 Stock Option
Plan (the "1995 Plan") to be filed with the Securities and
Exchange Commission (whether relating to the 1995 Plan as
currently in effect or to the 1995 Plan as it may be amended
in the future), and any and all amendments (including post-
effective amendments) to any such Registration Statement,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 7th day of July , 1995.
/s/ Dr. Gioacchino De Chirico
Dr. Gioacchino De Chirico
