FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
X THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-14820
IMMUCOR, INC.
(Exact name of registrant as specified in its charter)
Georgia 22-2408354
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3130 GATEWAY DRIVE, 30091
P.O. BOX 5625 (Zip Code)
Norcross, Georgia
(Address of principal executive offices)
Registrant's telephone number, including area code, is (770) 441-2051
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.10 PAR VALUE
(Title of Class)
COMMON STOCK PURCHASE RIGHTS
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate by a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of July 31, 1998, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $74,545,537.
As of July 31, 1998, there were 8,075,349 shares of common stock
outstanding.
PART IV
Item 14.-Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Documents filed as part of this report:
1. Consolidated Financial Statements
The Consolidated Financial Statements, Notes thereto, and Report of
Independent Auditors thereon are included in Part II, Item 8 of this report.
2. Consolidated Financial Statement Schedule included in Part II, Item 8 of
this report
Schedule II - Valuation and Qualifying Accounts
Other financial statement schedules are omitted as they are not required or
not applicable.
3. Exhibits
3.1 Articles of Incorporation (composite as of December 22, 1989)
(incorporated by reference to Exhibit 3.1 to Immucor, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended November 30, 1989).
3.2 Bylaws (amended and restated as of August 28, 1991) (incorporated by
reference to Exhibit 19 to Immucor, Inc.'s Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1991).
4.1 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).
10.1 Standard Industrial Lease, dated July 21, 1982, between the Company and
Colony Center, Ltd. (incorporated by reference to Exhibit 10.2 to Immucor,
Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1985).
10.1-1 Lease Amendment dated June 28, 1989, between the Company and Colony
Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor's
Annual Report on Form 10-K for the fiscal year ended May 31, 1989).
10.1-2 Lease Amendment dated November 8, 1991, between the Company and Colony
Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor's
Annual Report on Form 10-K for the fiscal year ended May 31, 1992).
10.1-3 Lease Agreement, dated February 2, 1996, between the Company and
Connecticut General Life Insurance Company. (incorporated by reference to
Exhibit 10.1-3 to Immucor's Annual Report on Form 10-K for the fiscal year
ended May 31, 1996).
10.1-4 Lease Amendment, dated March 8, 1998, between the Company and
Connecticut General Life Insurance Company (incorporated by reference to
Exhibit 10.1-4 to Immucor, Inc. Annual Report on Form 10-K for the fiscal
year ended May 31, 1998).
10.2 Agreement, dated March 11, 1983, between the Company and The Kansas City
Group, as amended through January 21, 1985 (incorporated by reference to
Exhibit 10.2 to Registration Statement No. 33-16275 on Form S-1).
10.3 Agreement dated August 27, 1987, between the Company and the Kansas City
Group amending Exhibit 10.2 (incorporated by reference to Exhibit 10.3 to
Immucor's Annual Report on Form 10-K for the fiscal year ended May 31, 1989).
10.4 United States Department of Health and Human Services Establishment
License dated December 28, 1982, for the manufacture of biological products
(incorporated by reference to Exhibit 10.12 to Registration Statement No.
33-966 on Form S-1).
10.5 United States Department of Health and Human Services Product License
dated December 28, 1982, for the manufacture and sale of reagent red blood
cells (incorporated by reference to Exhibit 10.13 to Registration Statement
No. 33-966 on Form S-1).
10.6 United States Department of Health and Human Services Product License
dated May 20, 1983, for the manufacture and sale of blood grouping sera
(incorporated by reference to Exhibit 10.14 to Registration Statement No.
33-966 on Form S-1).
10.7 United States Department of Health and Human Services Product License
date November 18, 1983, for the manufacture and sale of anti-human serum
(incorporated by reference to Exhibit 10.15 to Registration Statement No.
33-966 on Form S-1).
10.8* Employment Agreement, dated January 1, 1986, between the Company and
Edward L. Gallup (incorporated by reference to Exhibit 10.15 to Immucor,
Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 1986).
10.8-1* Amendment to Employment Agreement dated April 7, 1989, between the
Company and Edward L. Gallup (incorporated by reference to Exhibit 10.12-1
to Immucor's Annual Report on Form 10-K for the fiscal year ended
May 31, 1989).
10.9* Employment Agreement, dated January 1, 1986, between the Company and
Ralph A. Eatz (incorporated by reference to Exhibit 10.16 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1986).
10.9-1* Amendment to Employment Agreement dated April 7, 1989, between the
Company and Ralph A. Eatz (incorporated by reference to Exhibit 10.13-1 to
Immucor's Annual Report on Form 10-K for the fiscal year ended May 31, 1989).
10.10* Employment Agreement, dated January 1, 1986, between the Company and
Richard J. Still (incorporated by reference to Exhibit 10.17 to Immucor,
Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 1986).
10.10-1* Amendment to Employment Agreement dated April 7, 1989, between the
Company and Richard J. Still (incorporated by reference to Exhibit 10.14-1
to Immucor's Annual Report on Form 10-K for the fiscal year ended
May 31, 1989).
10.11* Employment Agreement dated September 12, 1990, between Immucor GmbH
and Josef Wilms (incorporated by reference to Exhibit 10.11 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1991).
10.12* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and
Dr. Gioacchino De Chirico (incorporated by reference to Exhibit 10.12 to
Immucor, Inc. Annual Report on Form 10-K for the fiscal year ended
May 31, 1995).
10.13* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and
Dr. Gioacchino De Chirico (incorporated by reference to Exhibit 10.13 to
Immucor, Inc. Annual Report on Form 10-K for the fiscal year ended
May 31, 1995).
10.14* 1995 Stock Option Plan, including form of Stock Option Agreement used
thereunder (incorporated by reference to Exhibit 10.14 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1995).
10.15* 1990 Stock Option Plan, including form of Stock Option Agreement used
thereunder (incorporated by reference to Exhibit 10.15 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1995).
10.16* Description of 1983 and 1984 Salary Reduction Plans (incorporated by
reference to Exhibit 10.9 to Immucor, Inc.'s Annual Report on Form 10-K for
the fiscal year ending May 31, 1985).
10.17* Description of 1983 Stock Option Plan (incorporated by reference to
Exhibit 10.10 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal
year ending May 31, 1985).
10.18* 1986 Incentive Stock Option Plan, amended July 29, 1987, including
form of Stock Option Agreement used thereunder (incorporated by reference
to Exhibit 10.9 to Registration Statement No. 33-16275 on Form S-1).
10.19* Agreement dated April 7, 1998, between the Company and
Steven C. Ramsey (incorporated by reference to Exhibit 10.19 to Immucor
Inc's Annual Report on Form 10-K for the fiscal year ending May 31, 1998).
10.20* Agreement dated July 26, 1997 between the Company and Josef Wilms
(incorporated by reference to Exhibit 10.20 to Immucor Inc's Annual Report
on Form 10-K for the fiscal year ending May 31, 1998).
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21
to Immucor Inc's Annual Report on Form 10-K for the fiscal year ending
May 31, 1998).
23.1 Consent of Ernst & Young LLP (incorporated by reference to Exhibit
23.1 to Immucor Inc's Annual Report on Form 10-K for the fiscal year ending
May 31, 1998).
27 Financial Data Schedule (incorporated by reference to Exhibit 27 to
Immucor Inc's Annual Report on Form 10-K for the fiscal year ending
May 31, 1998).
27.1 Restated Financial Data Schedule for the fiscal years ended
May 31, 1997 and 1996.
*Denotes a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
The Company did not file a Current Report on Form 8-K during the quarter
ended May 31, 1998.
(c) Exhibits
The exhibits required to be filed with this Annual Report on Form 10-K
pursuant to Item 601, of Regulation S-K are listed under "Exhibits" in
Part IV, Item 14(a)(3) of this Annual Report on Form 10-K, and are
incorporated herein by reference.
(d) Financial Statement Schedule
The Financial Statement Schedule required to be filed with this Annual
Report on Form 10-K is listed under "Financial Statement Schedule" in
Part IV, Item 14(a)(2) of this Annual Report on Form 10-K, and is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
IMMUCOR, INC.
By: /s/ EDWARD L. GALLUP
Edward L. Gallup, Chairman of the Board of Directors,
President and Chief Executive Officer
August 20, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to the Form 10-K has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
/s/ EDWARD L. GALLUP
Edward L. Gallup, Director, Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
August 20, 1998
/s/ STEVEN C. RAMSEY
Steven C. Ramsey, Vice President - Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
August 20, 1998
/s/RALPH A. EATZ
Ralph A. Eatz, Director, Senior Vice President - Operations
August 20, 1998
/s/DANIEL T. MCKEITHAN
Daniel T. McKeithan, Director
August 20, 1998
/s/G. BRUCE PAPESH
G. Bruce Papesh, Director
August 20, 1998
Didier L. Lanson, Director
August 20, 1998
Dr. Gioacchino De Chirico, Director, Director of European Operations and
President of Immucor Italia S.r.l.
August 20, 1998
Dennis M. Smith, Jr., MD, Director
August 20, 1998
/s/JOSEPH E. ROSEN
Joseph E. Rosen, Director
August 20, 1998
EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation (composite as of December 22, 1989)
(incorporated by reference to Exhibit 3.1 to Immucor, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended November 30, 1989).
3.2 Bylaws (amended and restated as of August 28, 1991) (incorporated by
reference to Exhibit 19 to Immucor, Inc.'s Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1991).
4.1 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).
10.1 Standard Industrial Lease, dated July 21, 1982, between the Company and
Colony Center, Ltd. (incorporated by reference to Exhibit 10.2 to Immucor,
Inc.'s Annual Report on Form 10-K for the fiscal year ended May 31, 1985).
10.1-1 Lease Amendment dated June 28, 1989, between the Company and Colony
Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor's
Annual Report on Form 10-K for the fiscal year ended May 31, 1989).
10.1-2 Lease Amendment dated November 8, 1991, between the Company and Colony
Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992).
10.1-3 Lease Agreement, dated February 2, 1996, between the Company and
Connecticut General Life Insurance Company. (incorporated by reference to
Exhibit 10.1-3 to Immucor's Annual Report on Form 10-K for the fiscal year
ended May 31, 1996).
10.1-4 Lease Amendment, dated March 8, 1998, between the Company and
Connecticut General Life Insurance Company (incorporated by reference to
Exhibit 10.1-4 to Immucor's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998).
10.2 Agreement, dated March 11, 1983, between the Company and The Kansas City
Group, as amended through January 21, 1985 (incorporated by reference to
Exhibit 10.2 to Registration Statement No. 33-16275 on Form S-1).
10.3 Agreement dated August 27, 1987, between the Company and the Kansas City
Group amending Exhibit 10.2 (incorporated by reference to Exhibit 10.3 to
Immucor's Annual Report on Form 10-K for the fiscal year ended May 31, 1989).
10.4 United States Department of Health and Human Services Establishment
License dated December 28, 1982, for the manufacture of biological products
(incorporated by reference to Exhibit 10.12 to Registration Statement No.
33-966 on Form S-1).
10.5 United States Department of Health and Human Services Product License
dated December 28, 1982, for the manufacture and sale of reagent red blood
cells (incorporated by reference to Exhibit 10.13 to Registration Statement
No. 33-966 on Form S-1).
10.6 United States Department of Health and Human Services Product License
dated May 20, 1983, for the manufacture and sale of blood grouping sera
(incorporated by reference to Exhibit 10.14 to Registration Statement No.
33-966 on Form S-1).
10.7 United States Department of Health and Human Services Product License
date November 18, 1983, for the manufacture and sale of anti-human serum
(incorporated by reference to Exhibit 10.15 to Registration Statement No.
33-966 on Form S-1).
10.8* Employment Agreement, dated January 1, 1986, between the Company and
Edward L. Gallup (incorporated by reference to Exhibit 10.15 to Immucor,
Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 1986).
10.8-1* Amendment to Employment Agreement dated April 7, 1989, between the
Company and Edward L. Gallup (incorporated by reference to Exhibit 10.12-1
to Immucor's Annual Report on Form 10-K for the fiscal year ended
May 31, 1989).
10.9* Employment Agreement, dated January 1, 1986, between the Company and
Ralph A. Eatz (incorporated by reference to Exhibit 10.16 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1986).
10.9-1* Amendment to Employment Agreement dated April 7, 1989, between the
Company and Ralph A. Eatz (incorporated by reference to Exhibit 10.13-1 to
Immucor's Annual Report on Form 10-K for the fiscal year ended May 31, 1989).
10.10* Employment Agreement, dated January 1, 1986, between the Company and
Richard J. Still (incorporated by reference to Exhibit 10.17 to Immucor,
Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 1986).
10.10-1* Amendment to Employment Agreement dated April 7, 1989, between the
Company and Richard J. Still (incorporated by reference to Exhibit 10.14-1
to Immucor's Annual Report on Form 10-K for the fiscal year ended
May 31, 1989).
10.11* Employment Agreement dated September 12, 1990, between Immucor GmbH
and Josef Wilms (incorporated by reference to Exhibit 10.11 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1991).
10.12* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and
Dr. Gioacchino De Chirico (incorporated by reference to Exhibit 10.12 to
Immucor, Inc. Annual Report on Form 10-K for the fiscal year ended May 31,
1995).
10.13* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and
Dr. Gioacchino De Chirico (incorporated by reference to Exhibit 10.13 to
Immucor, Inc. Annual Report on Form 10-K for the fiscal year ended May 31,
1995).
10.14* 1995 Stock Option Plan, including form of Stock Option Agreement used
thereunder (incorporated by reference to Exhibit 10.14 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1995).
10.15* 1990 Stock Option Plan, including form of Stock Option Agreement used
thereunder (incorporated by reference to Exhibit 10.15 to Immucor, Inc.
Annual Report on Form 10-K for the fiscal year ended May 31, 1995).
10.16* Description of 1983 and 1984 Salary Reduction Plans (incorporated by
reference to Exhibit 10.9 to Immucor, Inc.'s Annual Report on Form 10-K for
the fiscal year ending May 31, 1985).
10.17* Description of 1983 Stock Option Plan (incorporated by reference to
Exhibit 10.10 to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal
year ending May 31, 1985).
10.18* 1986 Incentive Stock Option Plan, amended July 29, 1987, including
form of Stock Option Agreement used thereunder (incorporated by reference
to Exhibit 10.9 to Registration Statement No. 33-16275 on Form S-1).
10.19* Agreement dated April 7, 1998, between the Company and Steven C. Ramsey
(incorporated by reference to Exhibit 10.19 to Immucor's Annual Report on
Form 10-K for the fiscal year ended May 31, 1998).
10.20* Agreement date July 26, 1997, between the Company and Josef Wilms
(incorporated by reference to Exhibit 10.20 to Immucor's Annual Report on
Form 10-K for the fiscal year ended May 31, 1998).
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21
to Immucor's Annual Report on Form 10-K for the fiscal year ended May 31,
1998).
23.1 Consent of Ernst & Young LLP (incorporated by reference to Exhibit 23.1
to Immucor's Annual Report on Form 10-K for the fiscal year ended May 31,
1998).
27 Financial Data Schedule (incorporated by reference to Exhibit 27 to
Immucor's Annual Report on Form 10-K for the fiscal year ended May 31, 1998).
27.1 Restated Financial Data Schedule for the fiscal years ended May 31,
1997 and 1996.
*Denotes a management contract or compensatory plan or arrangement.
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<PERIOD-END> MAY-31-1997 MAY-31-1996
<CASH> 15,718,234 20,533,422
<SECURITIES> 0 0
<RECEIVABLES> 11,461,595 9,304,018
<ALLOWANCES> 395,076 350,545
<INVENTORY> 7,622,764 5,932,923
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<PP&E> 8,985,729 6,285,912
<DEPRECIATION> 3,652,419 3,029,388
<TOTAL-ASSETS> 57,725,646 47,206,858
<CURRENT-LIABILITIES> 5,262,029 3,952,813
<BONDS> 10,665,658 3,908,795
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<COMMON> 807,873 805,438
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<TOTAL-LIABILITY-AND-EQUITY> 57,725,646 47,206,858
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<CGS> 15,055,254 12,004,831
<TOTAL-COSTS> 15,055,254 12,004,831
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<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 366,525 294,322
<INCOME-PRETAX> 3,142,204 4,176,286
<INCOME-TAX> 1,302,290 1,403,651
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