IMMUCOR INC, DEF 14A, 1999-10-04

IMMUCOR INC
DEF 14A, 1999-10-04
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

- ------
X Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:

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Preliminary Proxy Statement
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Confidential, For Use of the Commission
- ------ Only (as permitted by Rule 14a-6 (e) (2))

IMMUCOR, INC. (Commission File No. 0-14820)
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

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X No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.
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(1) Title of each class of securities to which transaction applies;

(2) Aggregate number of securities to which transaction applies;

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filling fee is calculated and state how it was determined);

(4) Proposed maximum aggregate value of transaction;

(5) Total fee paid.

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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act
- ------ Rule 0-11 (a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number or the form or schedule and the date of its filing.

(1) Amount previously paid;

(2) Form, Schedule or Registration Statement No.;

(3) Filing Party;

(4) Date Filed.

<PAGE>

IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, Georgia 30091-5625

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 4, 1999.

Notice hereby is given that the 1999 Annual Meeting of Shareholders
(the "Meeting") of Immucor, Inc. will be held on Thursday, November 4, 1999, at
4:00 p.m., local time, at the Holiday Inn Select-Peachtree Corners, 6050
Peachtree Industrial Blvd., Norcross, Georgia 30091 for the following purposes:

1. To elect eight directors as follows: (a) three directors to serve a
three-year term, three directors to serve a two-year term, and two
directors to serve a one-year term, or (b) if Proposal Number Two is
not approved, eight directors to serve a one-year term;

2. To approve an amendment to the Company's articles of incorporation (the
"Articles of Incorporation") to divide the Board of Directors into
three classes;

3. To approve an amendment to the Articles of Incorporation to set the
minimum size of the Board of Directors at three (3), and to limit the
maximum size of the Board of Directors to thirteen (13) directors;

4. To approve an amendment to the Articles of Incorporation to limit
removal of directors to instances where "cause" for such removal
exists;

5. To authorize the issuance of Preferred Stock on terms and with such
rights and preferences as may be determined from time to time by the
Board of Directors;

6. To authorize the issuance of additional shares of Common Stock;

7. To amend the Articles of Incorporation to require approval by a
two-thirds majority of the shareholders to amend the Articles of
Incorporation or Bylaws;

8. To ratify the adoption by the Board of Directors of bylaws which
indemnify Immucor's executive officers; and

9. To transact such other business as properly may come before the Meeting
or any adjournment thereof.

Information relating to the above matters is set forth in the Proxy
Statement accompanying this Notice. Only shareholders of record at the close of
business on September 28, 1999, will be entitled to receive notice of and to
vote at the Meeting or at any adjournment thereof.

A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy promptly in the
enclosed envelope. If you attend the Meeting, you may, if you wish, revoke your
Proxy and vote in person.

By Order of the Board of Directors,

STEVEN C. RAMSEY,
Secretary

October 4, 1999

PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND THE MEETING AND VOTE IN PERSON.

<PAGE>

IMMUCOR, INC.
3130 Gateway Drive
P.O. Box 5625
Norcross, GA 30091-5625

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 4, 1999.

This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of Immucor, Inc. ("Immucor" or the
"Company") for use at the Annual Meeting of Shareholders (the "Meeting") of the
Company to be held on Thursday, November 4, 1999, and at any adjournment
thereof, for the purposes set forth in the accompanying Notice of the Meeting.
The Annual Meeting will be held at 4:00 p.m., local time, at the Holiday Inn
Select-Peachtree Corners, 6050 Peachtree Industrial Blvd., Norcross, Georgia
30091. It is anticipated that this Proxy Statement and the accompanying Proxy
will be mailed to shareholders on or about October 4, 1999. A copy of the
Company's 1999 Annual Report is being mailed to the Company's shareholders along
with this Proxy Statement.

The record date for shareholders entitled to vote at the Meeting was
Tuesday, September 28, 1999. On that date, the Company had outstanding and
eligible to be voted 7,718,606 shares of Common Stock, $.10 par value ("Common
Stock"), with each share entitled to one vote. There are no cumulative voting
rights. The presence, in person or by proxy, of a majority of the shares of
Common Stock outstanding on the record date is necessary to constitute a quorum
at the Annual Meeting. Abstentions and broker nonvotes are counted for purposes
of determining the presence or absence of a quorum for the transaction of
business.

Any Proxy given pursuant to this solicitation may be revoked prior to
the Meeting by delivering an instrument revoking it, by delivering a duly
executed Proxy bearing a later date to the Secretary of the Company or by voting
in person at the Annual Meeting. If a Proxy is properly completed and returned
by the shareholder in time to be voted at the Annual Meeting and is not revoked
prior to the vote, it will be voted at the Meeting in the manner specified
therein. If the Proxy is returned but no choice is specified therein, it will be
voted "FOR" the election to the Board of Directors of all the nominees listed
below under "ELECTION OF DIRECTORS," (or any substitute nominee designated by
the Board), "FOR" the amendment of the Articles of Incorporation to (a) Divide
the Board of Directors into Three Classes, (b) Limit the Maximum Size of the
Board of Directors to Thirteen Directors and to Require a Minimum Size of Three
Directors, (c) Limit Removal of Directors to Only Those Instances Where "Cause"
For Removal Exists, (d) Authorize the Issuance of Preferred Stock, (e) Authorize
the Issuance of Additional Shares of Common Stock, (f) Require Approval by a
Two-Thirds Majority of the Shareholders to Amend the Company's Articles of
Incorporation or Bylaws, and "FOR" ratification of the Adoption by the Board of
Directors of Bylaws which Indemnify Immucor's Executive Officers.

<PAGE>

Proposal One--The Election of Eight Directors

Election of Directors

At the annual meeting of shareholders, eight directors, constituting the entire
board of directors of the Company (the "Board of Directors"), are to be elected.
If Proposal Two is adopted, eight directors will be elected for the terms set
forth below. If Proposal Two is not adopted, eight directors will be elected to
hold office until the next annual meeting of shareholders (that is, until the
annual meeting of shareholders held in the year 2000) or until their successors
are duly elected and qualified.

In either case, directors will be elected by a plurality of the shares present
and voting at the meeting. Unless contrary instructions are given, the proxies
will be voted for the nominees listed below. It is expected that these nominees
will serve, but if for any unforeseen cause any of them should decline or be
unable to serve, the proxies will be voted to fill any vacancy so arising in
accordance with the discretionary authority of the persons named in the proxy,
unless contrary instructions are given.

The nominees, their ages, the years in which they began serving as directors,
and their business experience are set forth below.

Director
Name Age Position with Company Since

Directors Nominated to Serve Until the 2002 Annual Meeting:
Edward L. Gallup 60 Chairman of the Board of 1982
Directors, President and
Chief Executive Officer
Didier L. Lanson 49 Director 1989
Dennis M. Smith, Jr., M.D. 47 Director 1998

Directors Nominated to Serve Until the 2001 Annual Meeting:
Ralph A. Eatz 55 Director and Senior Vice 1982
President-- Operations
G. Bruce Papesh 52 Director 1995
Joseph E. Rosen 55 Director 1998

Directors Nominated to Serve Until the 2000 Annual Meeting:
Dr. Gioacchino De Chirico 46 Director, Director of European 1994
Operations and President of
Immucor Italia S.r.l
Daniel T. McKeithan 75 Director 1983

Edward L. Gallup has been Chairman of the Board of Directors, President
and Chief Executive Officer of the Company since its founding. Mr. Gallup has
worked in the blood banking business for over 34 years.

Ralph A. Eatz, who has been working in the blood banking reagent field
for over 30 years, has been a director and Vice President - Operations of the
Company since its founding, and Senior Vice President - Operations since
December 1988.

Dr. Gioacchino De Chirico has been Director of European Operations
since May 1998 and 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. From 1979 until 1989, he was
with Ortho Diagnostic Systems, Inc., in Italy, where he began as a sales
representative and held several management positions, including Product Manager
and European Marketing Manager for Immunology and Infectious Disease products.
Immucor Italia S.r.l. was acquired by the Company on September 30, 1991.

Daniel T. McKeithan has been a director of the Company since February
1983. Since 1986, he has served as a consultant to health care companies. From
April 1979 until March 1986 he was employed by Blood Systems, Inc., a supplier
of blood and blood products, as a general manager and as Executive Vice
President of Operations. Mr. McKeithan also has 30 years experience in
pharmaceutical and diagnostic products with Johnson and Johnson, Inc., including
Vice President - Manufacturing of the Ortho Diagnostic Systems Division.

Didier L. Lanson has been a director of the Company since October 1989.
Since September 1, 1999, he has served as CEO of a start up company HLA-G
Technologies in Paris, France. Based on proprietary discoveries on the role of
HLA in tolerance induction, HLA-G Technologies develops products in the field of
transplantation, cancer therapy and dermatology. From September 1992 until March
1999, he served as Vice President, Europe ('92-97) and Vice President Global
Operations and International Affairs ('97-'99) of SyStemix Inc., a Novartis
Company. SyStemix Inc. is primarily engaged in the development of cellular and
gene therapy products. He was a Director and the President and CEO of
Diagnostics Transfusion ("DT"), a French corporation which develops,
manufactures and distributes reagent products, and Vice President Business
Development of ESPACE VIE, a French corporation which develops and markets
pharmaceutical blood based products and biotech products, from 1987 until
December 1991.

G. Bruce Papesh has been a director of the Company since December 1995.
He is a 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 28 years
of experience in investment services while serving in stock broker, consulting
and executive management positions. Mr. Papesh also serves as a Director, Audit
Committee Member, and Secretary of Neogen Corporation, an agricultural
biotechnology company.

Dennis M. Smith, Jr., M.D. has been a director of the Company since
April 1998. He currently is, and for the last five years has been, the Chairman
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 Laboratory Physicians, St. Petersburg,
Florida; and Managing Director, Florida Region 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.

Joseph E. Rosen has been a director of the Company since April 1998. He
has been employed by Sera-Tec Biologicals since its inception in 1969 and has
served as its President for the past fifteen years. Mr. Rosen is currently
serving as Chairman of the Board of the American Blood Resources Association,
the plasma industry trade group, and has been a member of the Board of Directors
of several public and private health care companies. He has over 25 years of
experience in the blood banking industry.
<TABLE>

Executive Officers
<CAPTION>

Name Age Position with Company Since
<S> <C> <C> <C>

Edward L. Gallup 60 President and Chief Executive Officer 1982
Ralph A. Eatz 55 Senior Vice President-- Operations 1982
Dr. Gioacchino De Chirico 46 Director of European Operations and 1994
President of Immucor Italia S.r.l
Steven C. Ramsey 50 Vice President-- Chief Financial Officer and Secretary 1998
Patrick Waddy 42 President of Dominion Biologicals Limited and 1996
European Finance Director

</TABLE>

<PAGE>

The career synopses of certain Executive Officers not listed below is contained
in the previous section entitled "Election of Directors."

Steven C. Ramsey has been Vice President and Chief Financial Officer
since March 1998. Prior to such time, Mr. Ramsey worked for six years at
International Murex Technologies Corporation, the last three as Chief Financial
Officer. He has more than 25 years of financial management experience.

Patrick Waddy has been the European Finance Director since March 1999.
Mr. Waddy has been with Dominion Biologicals Limited since March 1988 and has
served as President for the past five years. The Company acquired Dominion
Biologicals in December 1996.

There are no family relationships among any of the directors or
executive officers of the Company.

For information concerning the number of shares of the Company's Common
Stock held by each nominee, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" below.

<PAGE>

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF
EACH OF THE NOMINEES WHOSE NAMES APPEAR ABOVE AND PROXIES EXECUTED AND RETURNED
WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of September 28, 1999, the number of
shares of Common Stock of Immucor beneficially owned by each director and other
reporting insiders of the Company, and by each person known to the Company to
own more than 5% of the outstanding shares of Common Stock, and by all of the
executive officers and directors of the Company as a group.

Name of Beneficial Owner Amount and Nature of
(and address for those Beneficial Ownership of Percent
owning more than five percent) (1) of Class(1)
- ------------------------------ --- -----------

Edward L. Gallup 259,357 (2) 3.4%

Ralph A. Eatz 337,526 (2) 4.4%

Dr. Gioacchino De Chirico 75,000 (3) *

Steven C. Ramsey 5,000 *

Patrick D. Waddy 271,139 (4) 3.5%

Didier L. Lanson 13,750 (5) *

Daniel T. McKeithan 58,778 (5) *

G. Bruce Papesh 5,500 (6) *

Dennis M. Smith, Jr., M.D. 45,312 *

Joseph E. Rosen 5,750 (7) *

Wellington Management Co. LLP 405,000 (8) 5.3%
75 State Street
Boston, MA 02109

All directors and executive officers 1,077,112 14.0%
as a group (ten persons)

* less than 1%.

(1) Pursuant to Rule 13-3(d)(1) of the Securities Exchange Act of 1934, the
persons listed are deemed to beneficially own shares of the Company's
Common Stock if they have a right to acquire such stock within the next
sixty days, such as by the exercise of stock options, and any such common
stock not presently outstanding shall be deemed to be outstanding for the
purpose of computing the percentage of outstanding securities of the class
owned by such person but shall not be deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person.

<PAGE>

(2) Includes for Messrs. Gallup and Eatz an option to acquire 89,250 shares at
an exercise price of $9.33 and an option to acquire 60,000 shares at an
exercise price of $6.00.

(3) Includes a currently exercisable option to acquire 15,000 shares of Common
Stock at an exercise price of $6.00 and an option to acquire 60,000 shares
of Common Stock at an exercise price of $6.00.

(4) Includes 201,139 5-year warrants at an exercise price of $12.00 and 50,000
10-year warrants at an exercise price of $11.98 issued in connection with
the acquisition of Dominion Biologicals Limited.

(5) Includes a currently exercisable option to acquire 3,750 shares at $5.40
per share and a currently exercisable option to acquire 10,000 shares at
$6.00 per share.

(6) Includes 400 shares over which Mr. Papesh shares investment power in his
role as an investment advisor and a currently exercisable option to acquire
5,000 shares at $8.00 per share.

(7) Includes a currently exercisable option to acquire 3,750 shares at $5.40
per share.

(8) Wellington Management Co. LLP ("WMC") reported in a Schedule 13G dated
February 9, 1999, that WMC in its capacity as an investment adviser may be
deemed to beneficially own 405,000 shares or 5.3% of the Company, which are
held of record by clients of WMC. WMC indicated that it had the shared
power to vote or direct the vote of 361,000 shares and shared power to
dispose or to direct the disposition of 405,000 shares and that it had no
sole power to vote or dispose of the shares.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors conducts its business through meetings of the
Board and through committees established in accordance with the Company's
Bylaws. The Board of Directors has established an Audit Committee which has the
responsibility of reviewing the Company's financial statements with management
and the independent auditors prior to the publication of such statements and
determining that all audits and examinations required by law are performed.
Messrs. McKeithan, Lanson and Papesh are members of the Company's Audit
Committee. The Board of Directors has also established a Stock Option Committee
which has the authority to grant stock options to employees from time to time
and to administer the Company's various stock plans. Messrs. Gallup, Eatz, Rosen
and Dr. Smith are members of the Company's Stock Option Committee. The Stock
Option Committee may not grant options to any of the Company's Executive
Officers without the approval of the Compensation Committee. The Compensation
Committee established by the Board is responsible for setting the annual
compensation of the Company's executive officers. Messrs. McKeithan, Lanson and
Papesh are members of the Compensation Committee. The Board does not have a
standing nominating committee.

The Board of Directors met nine times, the Audit Committee met five
times, the Compensation Committee met once, and the Stock Option Committee met
eight times during the fiscal year ended May 31, 1999. Each Director attended at
least 75% of the total of all meetings of the Board of Directors and any
committee on which he served.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee has responsibility for determining the types and
amounts of executive compensation, including setting the number of stock options
that can be granted to executive officers as a group. Messrs. McKeithan, Papesh
and Lanson are members of the Compensation Committee. The Stock Option Committee
determines the number of shares to be granted to individual executive officers.
Messrs. Gallup, Eatz, Rosen and Smith are members of the Stock Option Committee.
Mr. Ramsey attends the meetings of the Compensation Committee at the request of
the Board of Directors. Neither Mr. McKeithan, Mr. Papesh, Mr. Lanson, Mr. Rosen
nor Dr. Smith are, nor have they ever been, officers or employees of the
Company. Edward L. Gallup and Ralph A. Eatz are the founders of the Company,
have been directors and executive officers of the Company since its inception,
and each of them participates in decisions on all stock options granted.

<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the compensation earned by the Company's
Chief Executive Officer and all of the Company's other executive officers for
services rendered in all capacities to the Company for the last three fiscal
years.

<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
----------------------------------------------- ----------------

Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Compensation (1) Options (2) Compensation (3)
- ------------------------------------ ------- ---------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C>

Edward L. Gallup 1999 $206,601 $29,609 80,000 $55,209
Chairman of the Board, President 1998 190,253 35,619 - 4,752
and Chief Executive Officer 1997 183,993 33,415 - 4,812

Ralph A. Eatz 1999 200,579 20,830 80,000 55,177
Director and Senior Vice 1998 185,091 29,628 - 4,726
President - Operations 1997 178,593 28,108 - 4,782

Dr. Gioacchino De Chirico (4) 1999 175,565 13,100 80,000 -
President, Immucor Italia, S.r.l. 1998 150,575 12,752 - -
and
Director of European Operations 1997 177,188 13,021 - -

Steven C. Ramsey (5) 1999 178,946 - 30,500 -
Vice President - Chief Financial 1998 14,385 - 30,000 -
Officer and Secretary

Patrick Waddy (6) 1999 69,260 2,500 30,500 25,719
President of Dominion Biologicals 1998 70,822 - - 3,541
Limited and European Finance 1997 34,438 - 251,139 1,722
Director

Josef Wilms (7) 1999 - - - -
Former President, Immucor GmbH 1998 29,156 2,408 - 75,461
1997 193,548 16,093 - -
<FN>

(1) Includes the value of life insurance premiums and an allowance for
automobile expenditures for each of the above named executive officers
as follows: For 1999 - for Mr. Gallup, Eatz, De Chirico and Waddy, life
insurance premiums of $20,009, $11,230, $3,500 and $2,500 respectively,
and an allowance for automobile expenditures for Mr. Gallup, Eatz and
Dr. De Chirico of $9,600 each. For 1998 - for Mr. Gallup, Eatz, Wilms,
and De Chirico, life insurance premiums of $26,019, $20,028, $317 and
$3,152, respectively, and an allowance for automobile expenditures for
Mr. Gallup, Eatz and Dr. De Chirico of $9,600 each, and for Mr. Wilms
$2,091. For 1997 - for Mr. Gallup, Eatz, Wilms, and De Chirico, life
insurance premiums of $23,815, $18,508, $1,898, and $3,421,
respectively, and an allowance for automobile expenditures for Mr.
Gallup, Eatz, and Dr. De Chirico of $9,600 each and for Mr. Wilms
$14,195.

(2) Includes stock options granted for each of the above named officers as
follows: For 1999 - for Mr. Gallup, Eatz, and De Chirico 25,000 shares
each and 7,500 shares for Mr. Ramsey and Waddy under the 1995 Stock
Option Plan to purchase shares of the Company's Common Stock at an
exercise price of $9.6875. 50% of the options are exercisable beginning
July 31, 2000, and 25% per year thereafter. For Mr. Gallup, Eatz, and
De Chirico 55,000 shares each and 23,000 shares for Mr. Ramsey and
Waddy under the 1998 Stock Option Plan to purchase shares of the
Company's Common Stock at an exercise price of $9.375. 50% of the
options are exercisable beginning April 9, 2001, and 25% per year
thereafter. For 1998 - represents options granted to Mr. Ramsey under
the 1995 Stock Option Plan to purchase shares of the Company's Common
Stock at an exercise price of $8.38. 50% of the options are exercisable
beginning April 20, 2000, and 25% per year thereafter. For 1997 -
represents 201,139 5-year warrants at an exercise price of $12.00 and
50,000 10-year warrants at an exercise of $11.98 issued in connection
with the acquisition of Dominion Biologicals Limited.

(3) Represents amounts the Company contributed to the 401(k) retirement
plan on behalf of the named executive officers, a bonus for Mr. Gallup
and Eatz of $50,000 and Mr. Waddy of $22,256, in 1999, and Mr. Wilms'
consulting fees for August 1 through December 31, 1997.

(4) For 1999 - includes a bonus of $50,000 for Dr. De Chirico which is
included in the Annual Compensation of Salary.

(5) For 1999 - includes a bonus of $8,000 for Mr. Ramsey which is included
in the Annual Compensation of Salary. Mr. Ramsey assumed the position
of Vice President and Chief Financial Officer in April 1998.

(6) Mr. Waddy became an employee of the Company upon the acquisition of
Dominion Biologicals Limited in December 1996.

(7) Mr. Wilms resigned as President of Immucor GmbH in July 1997 and was
retained as a consultant until December 31, 1997.
</FN>
</TABLE>

Stock Options

Options Granted. During the fiscal year ended May 31, 1999, stock
options were granted to Mr. Gallup, Eatz, De Chirico, Ramsey and Waddy under the
1995 Stock Option Plan and the 1998 Stock Option Plan.

The table below sets forth information regarding the options granted
during the fiscal year ended May 31, 1999 to the executive officers listed in
the Summary Compensation Table.
<TABLE>

OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>

Individual Grants
- -------------------------------------------------------------------------------------- ----------------------------
Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates of
Underlying Granted to Exercise Stock Price Appreciation
Options Employees in or Base Expiration for Option Term
Price
----------------------------
Name Granted (#) Fiscal Year ($/share) Date 5% 10%
- ------------------------------ ------------- -------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>

Edward L. Gallup (1) 25,000 3.2% $9.6875 07/31/08 $ 152,300 $ 386,000
Edward L. Gallup (2) 55,000 7.0% $9.3750 04/09/09 324,300 821,800

Ralph A. Eatz (1) 25,000 3.2% $9.6875 07/31/08 152,300 386,000
Ralph A. Eatz (2) 55,000 7.0% $9.3750 04/09/09 324,300 821,800

Dr. Gioacchino De Chirico (1) 25,000 3.2% $9.6875 07/31/08 152,300 386,000
Dr. Gioacchino De Chirico (2) 55,000 7.0% $9.3750 04/09/09 324,300 821,800

Steven C. Ramsey (1) 7,500 1.0% $9.6875 07/31/08 45,700 115,800
Steven C. Ramsey (2) 23,000 2.9% $9.3750 04/09/09 135,600 343,700

Patrick Waddy (1) 7,500 1.0% $9.6875 07/31/08 45,700 115,800
Patrick Waddy (2) 23,000 2.9% $9.3750 04/09/09 135,600 343,700

<PAGE>

<FN>

(1) Stock options granted under the 1995 Stock Option Plan with 50% of the
options exercisable beginning July 31, 2000, and 25% per year thereafter.
(2) Stock options granted under the 1998 Stock Option Plan with 50% of the
options exercisable beginning April 9, 2001, and 25% per year thereafter.
</FN>
</TABLE>

Option Holdings

The table below presents information concerning option exercises during the past
fiscal year and the value of unexercised options held as of the end of the
fiscal year by each of the individuals listed in the Summary Compensation Table.
<TABLE>

FISCAL YEAR-END OPTION VALUES
<CAPTION>

Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired On Value Options at In-the-Money Options at
Exercise Realized May 31, 1999 May 31, 1999 (1)
Exercisable Unexercisable Exercisable Unexercisable
------------- ---------- ------------------------------ -----------------------------

Edward L. Gallup - - 149,250 80,000 $654,266 $232,188

Ralph A. Eatz - - 149,250 80,000 654,266 232,188

Dr. Gioacchino De Chirico - - 75,000 80,000 478,125 232,188

Steven C. Ramsey - - - 60,500 - 209,156

Patrick Waddy - - 251,139 30,500 95,177 89,153

<FN>

(1) Based on the difference between the exercise price and the closing
price for the Common Stock on May 31, 1999, of $12.375 as reported by
NASDAQ.
</FN>
</TABLE>

Employment Contracts, Termination of Employment and Change of Control
Arrangements

The Company has in effect employment agreements (the "Agreements") with
five of its executive officers and certain key managers. The Company entered
into written employment agreements with Edward L. Gallup and Ralph A. Eatz on
October 13, 1998. Each agreement is for a five-year term and automatically
renews for a five-year term, unless sooner terminated. The agreements provide
base salaries for Mr. Gallup and Mr. Eatz of $211,219 and $205,041,
respectively. The agreements also contain covenants prohibiting Mr. Gallup and
Mr. Eatz from disclosing confidential information and from competing with the
Company, both during and for specified periods after the termination of their
employment.

The agreements with Mr. Gallup and Mr. Eatz obligate the Company to
make certain payments to them in certain circumstances if their employment is
terminated. If the Company terminates the employment of Mr. Gallup or Mr. Eatz
"without cause", then Mr. Gallup or Mr. Eatz would continue to be compensated at
a rate equal to their average annual compensation (that is, their base salary
plus their average bonus over the last two years) for the remainder of the five
year period as renewed, and such amounts would be paid over such period of time
rather than in a lump sum. "Cause" is defined in the agreements generally to
include dishonesty, embezzlement, continuing inability or refusal to perform
reasonable duties assigned to him, and moral turpitude. If the Company
terminates the employment of Mr. Gallup or Mr. Eatz within two years after a
change of control, or if Mr. Gallup or Mr. Eatz terminate their own employment
within 60 days after a change of control, then the Company instead must pay Mr.
Gallup or Mr. Eatz a lump sum equal to five times their average annual
compensation, plus certain additional amounts to compensate Mr. Gallup or Mr.
Eatz if such payments subject Mr. Gallup or Mr. Eatz to a federal excise tax
under Section 4999 of the Internal Revenue Code. The Company's agreement to
compensate these executives in connection with a change of control is designed
to secure for the Company such executives' full time and attention to negotiate
the best deal for the Company and its shareholders in the event of a change of
control without such executives being distracted by the effects of such change
of control upon their own financial interest.

<PAGE>

The Company has in effect an employment agreement with Dr. Gioacchino
De Chirico entered into on December 31, 1993. The Agreement renews for a period
of five years from each anniversary date unless sooner terminated based upon
sales performance of Immucor Italia. The Company may only terminate the
employment agreement "for cause", as defined in the agreement. If the Company
terminates the employment of the Employee "without cause", the Employee would
receive his base annual salary for the remainder of the five year period as
renewed upon such termination. On October 13, 1998 the Company entered into a
Severance Agreement with Dr. De Chirico which clarifies the rights and
obligations of the parties in the event of a change of control. If the Company
terminates the employment of Dr. De Chirico within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control, then the Company instead must pay Dr. De Chirico a lump sum equal to
five times his average annual compensation. Dr. De Chirico has agreed to refrain
from competition with Immucor Italia, S.r.l. following the termination of the
agreement for a period of two years if he is terminated without cause, and for a
period of four years if he is terminated for cause or if he voluntarily
terminates the agreement.

The Company has in effect an employment agreement with Mr. Steven C.
Ramsey entered into on October 13, 1998 which clarifies the rights and
obligations of the parties in the event of a change of control. If the Company
terminates the employment of Mr. Ramsey within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control, then the Company instead must pay Mr. Ramsey a lump sum equal to two
times his average annual compensation. The Agreement renews for a period of
twelve months from each anniversary date unless sooner terminated. Mr. Ramsey
has agreed to refrain from competition with Immucor for a period of two years
after his employment has terminated and for any additional period that he is
compensated by the Company.

The Company has in effect an employment agreement with Mr. Patrick
Waddy entered into on October 13, 1998 which clarifies the rights and
obligations of the parties in the event of a change of control. If the Company
terminates the employment of Mr. Waddy within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control, then the Company instead must pay Mr. Waddy a lump sum equal to two
times his average annual compensation. The Agreement renews for a period of
twelve months from each anniversary date unless sooner terminated. Mr. Waddy has
agreed to refrain from competition with Immucor for a period of two years after
his employment has terminated and for any additional period that he is
compensated by the Company.

Compensation Committee Report

Executive Officer Compensation

Daniel T. McKeithan, Didier L. Lanson and G. Bruce Papesh are the
members of the Compensation Committee of the Company's Board of Directors which
was formed on November 10, 1992. The Compensation Committee annually determines
the salary, incentive bonus and other compensation to be provided to the
Company's executive officers. The Committee believes the Board must act on the
shareholders' behalf when establishing executive compensation programs, and the
Committee has developed a compensation policy which is designed to attract and
retain qualified key executive officers critical to the Company's overall
long-term success. As a result, the Committee develops a base salary, bonus
incentive, and other long-term incentive compensation plans for its executive
officers.

Base Salary. The base salaries for the executive officers are governed
by the terms of their employment agreements. See "Employment Contracts,
Termination of Employment and Change of Control Arrangements" above. The
employment agreements contain the general terms of each officer's employment and
establish the minimum compensation that such officers are entitled to receive,
but do not prohibit, limit or restrict these officers' ability to receive
additional compensation from the Company, whether in the form of base salary,
bonus, stock options or otherwise. In determining whether the base salaries of
the executive officers should be increased, the Committee considers numerous
factors including the qualifications of the executive officer and the amount of
relevant individual experience the executive officer brings to the Company, the
financial condition and results of operations of the Company, and the
compensation necessary to attract and retain qualified management.

<PAGE>

The Compensation Committee awarded four percent (4%) increases in the
base salaries of the executive officers in August 1997, a ten percent (10%)
increase in August 1998 and a four percent (4%) increase in August 1999.

Incentive Bonus. Each year the Compensation Committee recommends to the
Board of Directors an incentive cash bonus pool to be paid to the Company's
executive officers, as well as all other managers within the Company, based upon
the Company's operating results. The amount of the bonus pool varies from year
to year at the discretion of the Compensation Committee. During the fiscal years
ended May 31, 1997 and 1998, no bonuses were paid. A bonus in the amount of
$50,000 was paid to Messrs. Gallup and Eatz and Dr. De Chirico during fiscal
year ended May 31, 1999.

Long-Term Incentives. The Company's stock option program is the
Company's primary long-term incentive plan for executive officers and other key
employees. The Compensation Committee reviews the financial performance of the
Company, such as increases in income from operations and earnings per share, in
determining whether options should be granted, the number of options to be
granted, and the number of options that can be granted to executive officers as
a group. The Stock Option Committee then determines the number of shares to be
granted to individual executive officers. In this way, the long-term
compensation of executive officers and other key employees are aligned with the
interests of the Company's shareholders. As a result, each key individual is
provided a significant incentive to manage the Company's performance from the
perspective of an owner of the business with an equity stake. The number of
shares subject to each option grant is based upon the executive officer's
tenure, level of responsibilities and position within the Company. Stock options
are granted at market price and will only increase in value if the Company's
stock price increases. In addition, all stock option grants require various
periods of minimum employment beyond the date of the grant in order to exercise
the option. During 1995, the Company implemented the 1995 Stock Option Plan, a
broad based plan, and issued options to executive officers and other key
employees. No options were issued to executive officers in 1996 or 1997. During
the fiscal year ended May 31, 1998, stock options were granted to Mr. Ramsey
under the 1995 Stock Option Plan. Stock options were granted to Messrs. Gallup,
Eatz, Ramsey and Waddy and Dr. De Chirico under the 1995 Stock Option Plan and
the 1998 Stock Option Plan during fiscal year ended May 31, 1999.

Chief Executive Officer Compensation

No statistical criteria were used to establish the compensation of Mr.
Gallup, but rather his base salary, stock options and portion of the bonus pool,
if any, were subjectively determined taking into account that he was one of the
founders of the Company, has been Chairman of the Board of Directors, President
and Chief Executive Officer of the Company since 1982, and has worked in the
blood banking business for over 34 years. The Compensation Committee believes
the salary paid and the options granted to Mr. Gallup will help align his
interests with those of the Company and its shareholders. No bonus was earned
by, or options granted to, Mr.
Gallup in 1997 or 1998.

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits, with certain
exceptions, the Company's corporate tax deduction for compensation paid to
certain officers of the Company to no more than $1,000,000 per executive per
year. Given the current level of compensation paid to the executive officers of
the Company, the Company has not needed to address Section 162(m).

Compensation Committee Members Stock Option Committee Members
Daniel T. McKeithan Edward L. Gallup
Didier L. Lanson Ralph A. Eatz
G. Bruce Papesh Joseph E. Rosen
Dennis M. Smith, Jr., M.D.

<PAGE>

Performance Graph

The following performance graph compares the cumulative total
shareholder return on an investment of $100 in the Common Stock of the Company
for the last five fiscal years with the total return of the S & P 500 and a Peer
Group Index for the Company's last five fiscal years. With the acquisition of
Gamma Biologicals, Inc. during fiscal year ended May 31, 1999, there is no
longer any public company engaged in the blood bank reagent business that is not
a division of a larger publicly-held company. For this reason the Peer Group
Index has been modified to include Biopool International, Inc., Biosite
Diagnostics, Inc., Hycor Biomedical, Inc. and Meridian Diagnostics, Inc.

COMPARISON OF CUMULATIVE TOTAL RETURNS*

STARTING
BASIS
DESCRIPTION 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>

IMMUCOR INC (%) 82.50 32.88 -26.80 -2.82 43.48
IMMUCOR INC ($) $100.00 $182.50 $242.50 $177.50 $172.50 $247.50

S & P 500 (%) 20.19 28.44 29.41 30.68 21.03
S & P 500 ($) $100.00 $120.19 $154.37 $199.77 $261.07 $315.96

PEER GROUP ONLY (%) 15.15 57.35 -29.07 41.25 -29.88
PEER GROUP ONLY ($) $100.00 $115.15 $181.19 $128.52 $181.54 $127.29

PEERS + YOUR COMPANY (%) 32.22 48.75 -28.60 31.91 -18.40
PEERS + YOUR COMPANY ($) $100.00 $132.22 $196.68 $140.42 $185.24 $151.16
</TABLE>

ASSUMES INITIAL INVESTMENT OF $100 ON JUNE 1, 1994
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION

Compensation of Directors

Members of the Board of Directors, who are not also executive officers
of the Company, receive $500 per meeting and are reimbursed for all travel
expenses to and from meetings of the Board. In addition, the Company provides
each of the non-employee directors a grant of an option to purchase shares of
the Company's Common Stock upon their election as a director at the stock's then
current fair market value, and at the direction of the Board, they may receive
additional options. The amount of shares subject to the option is determined at
the time of the grant, and no such options were granted in the
recently-completed fiscal year. Messrs. McKeithan and Lanson hold 13,750 options
each and Messrs. Papesh, Rosen and Dr. Smith hold 10,000 options each to
purchase shares of the Company's Common Stock.

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and regulations of
the Securities and Exchange Commission thereunder require the Company's
executive officers and directors and persons who own more than ten percent of
the Company's Common Stock, as well as certain affiliates of such persons, to
file initial reports of ownership and changes in ownership with the Securities
and Exchange Commission. Executive officers, directors and persons owning more
than ten percent of the Company's Common Stock are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on its review of the copies of
such reports received by it and written representations that no other reports
were required for those persons, the Company believes that, during the fiscal
year ended May 31, 1999, all filing requirements applicable to its executive
officers, directors and owners of more than ten percent of the Company's Common
Stock were complied with.

Certain Relationships and Related Transactions.

The Company's German subsidiary, Immucor Mediziniche Diagnostik GmbH
("Immucor GmbH"), leases approximately 1,566 square meters of space from a
corporation of which Josef Wilms' son is a majority stakeholder. Josef Wilms was
formerly the President of Immucor GmbH and a director of the Company. Rental
payments for the 1998 fiscal year totaled $184,500, and the lease term extends
through April 2009.

In fiscal 1997, Josef Wilms, the former president of Immucor GmbH,
borrowed, prior to his resignation, $300,000 from the Company at 6% interest,
secured by his warrants to purchase 143,750 shares of the Company's Common
Stock. At May 31, 1998 the amount outstanding under the loan was $167,000, and
at July 14, 1998 the loan including accrued interest was fully paid.

In July 1997, management of the Company discovered that Mr. Wilms had
caused Immucor GmbH to make unauthorized loans to him since 1994. The amounts
advanced were documented in the records of Immucor GmbH, including interest
rates ranging from 7.75% to 9.5%, and were generally paid down by the end of
each accounting period, but were not disclosed to the Company's management. The
largest aggregate amounts outstanding under the Immucor GmbH loans were $29,600
in fiscal 1994, $290,000 in fiscal 1995, $669,000 in fiscal 1996 and $1,311,000
in fiscal 1997. At May 31, 1998, the outstanding amount under the Immucor GmbH
loan was approximately $528,000 and at May 31, 1999 the aggregate amounts
receivable were approximately $141,000.

Mr. Wilms and his family granted liens on certain property owned by
them in Germany and Portugal to collateralize the loans from the Company and
Immucor GmbH, and Mr. Wilms has agreed to grant liens on additional property
owned by him and located in the United States.

Mr. Wilms had agreed to pay all amounts borrowed from the Company and
Immucor GmbH, plus interest at 8.25%, by October 31, 1997. Although the loans
had not been repaid by October 31, 1997, the Company agreed to extend the date
for payment of these loans to December 31, 1997 based upon the Company's belief
that Mr. Wilms had been working diligently to liquidate the collateral to obtain
funds. At December 31, 1997, as Mr. Wilms had not fully repaid these amounts,
the Company began to arrange the sale of some or all of the collateral to the
extent necessary to recover the unpaid balance of the loan. Since December 31,
1997 and up to May 31, 1999 the Company had arranged the sale of collateral
reducing the debt to approximately $141,000.

As of August 9, 1999 the entire unauthorized loan balance owed to the
Company by Mr. Wilms plus accrued interest as well as incidental collection
expenses allowable under German law have been paid to the Company. In addition,
Mr. Wilms agreed to pay and has paid an amount equal to Immucor's outstanding
trade receivable totaling approximately $320,000 from Diag Human, a company Mr.
Wilms owed monies to, on behalf of Diag Human. The remaining collateral has been
released to Mr. Wilms.

Mr. Wilms has had no continuing employment or consulting relationships
with Immucor, Inc. or Immucor GmbH since December 31, 1997.

In connection with the acquisition of Dominion Biologicals Limited in
December 1996, the Company issued subordinated promissory notes to the former
shareholders of Dominion totaling $4,228,200, bearing interest at 6% payable
semiannually with principal due in December 1999. The outstanding balance of the
subordinated promissory notes was $3,894,800 and $3,941,200 at May 31, 1999 and
1998, respectively, including $1,637,500 and $1,656,600 owed to Patrick Waddy,
the President of Dominion Biologicals Limited at May 31, 1999 and 1998,
respectively, who became an executive officer of Immucor during the recently
completed fiscal year.

<PAGE>

Special Note Regarding Anti-Takeover
Effects of Proposals Two Through Seven

In Proposals Two through Seven, the Board of Directors seeks shareholder
approval of six different amendments to the Articles of Incorporation of the
Company (the "Articles of Incorporation"). Generally, the proposed amendments
affect: (i) the structure of the Board of Directors and the shareholders'
ability to change the Board of Directors, (ii) the amount and type of stock that
can be issued by the Company, and (iii) limitation on the shareholders' ability
to amend the Articles of Incorporation or Company's Bylaws (the "Bylaws") in the
future. The Georgia Business Corporation Code (the "GBCC") requires the approval
of the shareholders in order for the Company to make these amendments to its
Articles of Incorporation.

Each proposal, including the reasons for the proposal and the effect of the
proposal, is discussed more thoroughly later in this proxy statement. However,
each of these proposals has in common the fact that they may impede or prevent a
"takeover" of the Company (a change in the composition of the Board of Directors
that is not approved in advance by the current Board of Directors), even where
such a takeover is supported by a majority of the shareholders. The general
discussion in this introduction to Proposals Two through Seven is intended to
supplement the more specific discussion of each of Proposals Two through Seven
provided later in this Proxy Statement.

The full text of all of the proposed amendments is attached to this Proxy
Statement as Exhibit A. The following description of the proposed amendments is
qualified in its entirety by reference to Exhibit A.

Reasons for the Proposals

The Board of Directors of the Company is asking shareholders to approve the
proposed amendments to the Articles of Incorporation in order to discourage
certain transactions which involve an actual or threatened change of control of
the Company. The proposed amendments are designed to make it more difficult and
time consuming to change majority control of the Board of Directors and thus to
reduce the vulnerability of the Company to an unsolicited offer to take control
of the Company, particularly an offer that does not contemplate the acquisition
of all of the Company's outstanding shares, or for the restructuring or sale of
all or part of the Company. As more fully described below, the Board believes
that, as a general rule, such unsolicited offers are not in the best interests
of the Company and its shareholders.

In the past, third parties have accumulated substantial stock positions in
public companies as a prelude to a takeover or a restructuring or sale of all or
part of the company or other similar extraordinary corporate action. Such
actions are often undertaken by a third party without advance notice or
consultation with management of the company. In many cases, the purchaser seeks
representation on the company's Board of Directors in order to increase the
likelihood that its proposal will be implemented. If the company resists the
efforts of the purchaser to obtain representation on the company's Board, the
purchaser may commence a proxy contest to have its nominees elected to the Board
in place of certain directors or in place of the entire Board. In some cases,
the purchaser may not truly be interested in taking over the company, but uses
the threat of a proxy fight and/or a bid to take over the company as a means of
forcing the company to repurchase its equity position at a substantial premium
over market price.

The Board of Directors of the Company believes that an imminent threat of
removal of the Company's management severely would curtail its ability to
negotiate effectively with such purchasers. Management would be deprived of the
time and information necessary to evaluate the takeover proposal, to study
alternative proposals and to help ensure that the best price is obtained in any
transaction involving the Company which may ultimately be undertaken. If the
real purpose of a takeover bid is to force the Company to repurchase an
accumulated stock interest at a premium price, management faces the risk that if
it does not repurchase the purchaser's stock interest, the Company's business
and management will be disrupted, perhaps irreparably. On the other hand, such a
repurchase would divert valuable corporate resources to the benefit of a single
shareholder.

None of these proposals are being proposed in response to any specific proposal
or threat. These measures are being proposed at this time following a routine
review by the Board of Directors of the Company's takeover defenses. This review
was prompted by the normal expiration of the Company's Rights Agreement which
was first adopted ten years ago.

These proposals are intended to work together and complement each other and,
except for this fact, are not part of a plan by the Board of Directors to adopt
a series of such proposals. The Board of Directors does not intend to adopt
other anti-takeover measures in the future or solicit proxies in the future with
respect to other takeover defenses.

Effects of the Proposals

The specific purpose and effect of each amendment is discussed later in this
proxy statement. However, all of the amendments have in common the fact that
they may significantly limit the ability of shareholders of the Company to
change the composition of the incumbent Board of Directors and to benefit from
certain transactions which would be required to be approved by the incumbent
Board of Directors. Accordingly, before voting on the proposed amendments,
shareholders are urged to read carefully the following sections of this Proxy
Statement which describe each proposed amendment and its purposes and effects,
as well as Exhibit A to this proxy statement which sets forth the full text of
the proposed amendments.

The proposed amendments generally are intended to encourage persons seeking to
acquire control of the Company to initiate such an acquisition through
arm's-length negotiations with the Company's management and Board of Directors.
The amendments would help ensure that the Board of Directors will have
sufficient time to review any proposal and appropriate alternatives to such
proposal and, if appropriate, to seek a premium price for the shareholders.

The proposed amendments cannot, and are not intended to, prevent a purchase of a
majority of the equity securities of the Company nor are they intended to deter
bids or other efforts to acquire such securities. Rather, the Board believes
that the proposals will discourage disruptive tactics and takeovers at unfair
prices or on terms that do not provide all shareholders with the opportunity to
sell their stock at a fair price and encourage third parties who may seek to
acquire control of the Company to initiate such an acquisition through
negotiations directly with the board of directors. Therefore, the Board believes
it will be in a better position to protect the interests of all shareholders.
Although the proposals are intended to encourage persons seeking to acquire
control of the Company to initiate such an acquisition through arm's-length
negotiations with the Board, the overall effect of these proposals may be to
discourage a third party from making a tender offer for a portion or all of the
Company's securities, whether on a hostile or other basis, even though some or a
majority of the Company's shareholders might support such an offer.

Takeovers or changes in management of the Company which are proposed and
effected without prior consultation and negotiation with the Company's
management are not necessarily detrimental to the Company and its shareholders.
However, the Board feels that the benefits of seeking to protect its ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to take
over or restructure the Company outweigh the disadvantages of discouraging such
proposals.

Nevertheless, the proposed amendments may have negative effects. The proposals
will by design make more difficult or discourage a proxy contest, many mergers
and tender offers, the assumption of control by a substantial shareholder, and
the removal of incumbent management. The proposals, especially Proposal Seven in
particular, which seeks to increase the required vote in order to amend the
Articles of Incorporation and Bylaws in the future, will make it more difficult
to alter the structure of the Company in the future. The proposals may also make
more difficult the consummation of a given transaction, such as a merger or
tender offer, even if it is favorable to the interests of shareholders. In
addition, the existence of these defenses may in the future discourage attempts
to gain control of the Company, proxy contests, tender offers, mergers, or other
efforts to remove incumbent management. Further, these effects may result even
in situations where the only reason for the proposed change of control is the
unsatisfactory performance of the present directors.

Of course, anti-takeover measures have the effect of entrenching or extending
the tenure of the incumbent directors and executive officers who proposed such
measures. There is always a general concern that, in the face of a proposed
takeover, incumbent directors may be motivated to preserve their own positions
while being obligated to act in the best interests of the shareholders.
Entrenchment of directors and senior management may diminish incentives to
improve, and contribute to insulation from responsibility and accountability
for, inadequate Company performance. Therefore, the existence of anti-takeover
measures may have undesirable consequences.

Further, the amendments could also have the effect of discouraging a third party
from making a tender offer otherwise attempting to obtain control of the
Company, even though such an attempt might be beneficial to the Company and its
shareholders. The amendments may also make more difficult or discourage a proxy
contest the object of which is unrelated to a change of control of the Company,
and will have the effect of making it more difficult to change the composition
of the Board of Directors generally.

The Company's Other Anti-Takeover Defenses

The Company's Articles of Incorporation do not contain any other provisions
which the Company reasonably believes has anti-takeover effects. However, the
Company, on April 20, 1999, distributed a dividend of one Rights to purchase
additional shares of Immucor's Common Stock to each share of Common Stock
pursuant to a Shareholders Rights Agreement with EquiServe Trust Company, N.A.
as Rights Agent. The adoption of this Rights Agreement and the distribution of
the rights dividend coincided with the expiration of a similar Rights Agreement
first adopted by Immucor in 1989 and thereby replaced the former Rights
Agreement.

The Rights Agreement, which is similar to agreements adopted by many other U.S.
companies, is designed to enable Immucor shareholders to realize the full value
of their investment and to provide for fair and equal treatment for all
shareholders in the event that an unsolicited attempt is made to acquire
Immucor. The adoption of the Rights Agreement was intended as a means to guard
against abusive takeover tactics and is not in response to any particular
proposal. The Rights cause substantial dilution to any person or group that
attempts to acquire the Company on terms not approved by the Board of Directors,
except pursuant to an offer conditioned on a substantial number of Rights being
acquired.

The Rights become exercisable only if a person acquires or makes an offer to
acquire 20 percent or more of the Company's Common Stock without the approval of
the Company's Board of Directors. If a person acquires 20 percent or more of
Immucor's Common Stock without such approval, then all Rights holders except the
person purchasing or offering to purchase 20% or more of the Company's Common
Stock (and certain other persons, in certain circumstances) will have the right
to buy Immucor Common Stock from Immucor at a significant discount. If the
Rights are triggered, the immediate effect is to dilute such person's ownership
of the Company. Even if the Rights are never triggered, the Rights are believed
to have the effect of discouraging persons from making or attempting to make
acquisitions of 20% or more of Immucor's Common Stock without negotiating
directly with Immucor's Board of Directors.

The proposed amendments generally will not affect the Rights. However, to deter
unsolicited takeovers, the Rights require the availability of a large amount of
authorized but unissued stock or a large amount of other property, and the
proposed authorization of additional Common Stock in Proposal Six (and the
proposed authorization of Preferred Stock in Proposal Five) are expected to
facilitate the operation of the Rights Agreement should the Rights ever be
triggered.

Immucor's Articles of Incorporation and Bylaws contain other provisions that may
have relevance in a contest for control of the Company but which probably are
not properly characterized as takeover defenses. For example, Immucor's Bylaws
contain procedural requirements with respect to proposals by shareholders or
nominations for directors at special or annual meetings. Also, the Articles of
Incorporation and Bylaws contain provisions which may affect management's
decision making process during a contest for control. For example, Article
Eleven of Immucor's Articles of Incorporation limits a director's personal
liability to the Company for breaches of their duties as directors to an amount
not exceeding the director's compensation for services as a director for the
12-month period preceding the breach, except for certain categories of breaches
where such a limitation is not allowed by the GBCC, such as a misappropriation
of any business opportunity of the Company, intentional misconduct or knowing
violations of law, unlawful dividends, and transactions from which the director
received an improper personal benefit. Similarly, the Bylaws and the GBCC
obligate the Company to indemnify directors and executive officers in certain
instances, more fully described in connection with Proposal Eight. Finally,
certain officers and employees of the Company have employment agreements with
the Company that require the Company to pay such employee a severance payment in
the event the Company suffers a change of control and their employment
terminates, whether voluntarily or involuntarily.

<PAGE>

Other Matters

The Company's Articles of Incorporation do not permit cumulative voting in the
election of Directors. Accordingly, the holders of a plurality of the votes cast
by the shares entitled to vote in the election at a meeting of shareholders at
which a quorum is present can elect all of the Directors then being elected.

No member of the Board of Directors has an interest in any matter being acted
upon that is not shared on a pro rata basis by all shareholders, except for fact
that Proposals Two through Seven may have the effect of making it more difficult
for such directors to be removed from the Board of Directors and except to the
extent that Mr. Gallup and Mr. Eatz, both of whom are members of the Board of
Directors and executive officers of the Company, might benefit in the future (as
executive officers) from the indemnification provided to executive officers by
the bylaw which is the subject of Proposal Eight. Mr. Gallup and Mr. Eatz serve
as Chief Executive Officer and Senior Vice President-Operations, respectively.

The proposed amendments are permitted under the GBCC and are consistent with the
rules of the NASDAQ National Market System, upon which the Company's Common
Stock is traded. The amendments are not the result of any specific efforts of
which the Company is aware to accumulate the Company's securities or to obtain
control of the Company. The Board, which unanimously approved each amendment and
recommended that they be submitted to the Company's shareholders for adoption,
does not presently contemplate recommending the adoption of any further
amendments (beyond those proposed in this proxy statement) to the Articles of
Incorporation or the Bylaws which would affect the ability of third parties to
take over or change control of the Company. However, the Board of Directors may
wish in the future to review the advisability of adopting other measures that
may effect takeovers in the context of applicable law and judicial decisions.

<PAGE>

Proposal Two--To amend the Articles of Incorporation to Divide the Board of
Directors into Three Classes.

Background

The Bylaws now provide that the Board of Directors shall be comprised of eight
(8) Directors and that all Directors are to be elected to the Company's Board of
Directors annually for a term of one year. The proposed amendment to the Ninth
Article of the Articles of Incorporation provides that the Board shall be
divided into three classes of directors, each consisting as nearly as possible
of one-third of the Board, and for one-third of the Board to be elected each
year. In addition, the proposed amendment provides that any vacancy in the Board
of Directors resulting from the death, resignation or retirement of a director,
or any other cause shall be filled by a majority vote of the remaining
directors, though less than a quorum, for a term corresponding to the unexpired
term of his predecessor in office. In addition, the GBCC would allow
shareholders to fill any such vacancy at the next annual meeting or at a special
meeting duly convened for such purpose.

Effect of the Amendment

If the proposed amendments are adopted, the Company's directors will be divided
into three classes. This will be accomplished at the 1999 Annual Meeting by
electing two directors to serve (for a 1-year term) until the 2000 Annual
Meeting, by electing three directors to serve (for a 2-year term) until the 2001
Annual Meeting, and by electing the remaining three directors to serve (for a
3-year term) until the 2002 Annual Meeting (in each case, until their respective
successors are duly elected and qualified). Starting with the 2000 Annual
Meeting, only directors of the class whose term is expiring would stand for
election, and upon election each such director would serve a three-year term. In
other words, eventually only one-third of the Board of Directors would stand for
election each year, but would be elected for terms of three years. Since a
change in a majority of the Board of Directors could only be accomplished after
two successive annual meetings of shareholders, the staggered board of directors
provides a degree of continuity of management and the policies formulated by the
Board.

The Board of Directors would retain the ability to determine the number of
directors within the limits prescribed by the Articles of Incorporation and
Bylaws. Presently, the Bylaws limit the size of the board of directors to 13
directors. In Proposal Seven, the Company proposes to place this limitation in
its Articles of Incorporation, and to require a minimum of 3 directors. In the
event that the shareholders approve the staggered board of directors, the
Georgia Business Corporation Code will require that any future increase or
decrease in the number of directors be apportioned among the classes so as to
make all classes as nearly equal as possible. Pursuant to the Georgia Business
Corporation Code, a decrease in the number of directors will not shorten an
incumbent director's term of office.

Reasons for the Amendment

The Board of Directors believes that the adoption of Proposal Two is
advantageous to the Company and its shareholders for a number of reasons. Public
companies are potentially subject to attempts by various individuals and
entities to acquire significant minority positions in the company with the
intent either of obtaining actual control of the company by electing their own
slate of directors, or of achieving some other goal, such as the repurchase of
their shares by the company at a premium. Public companies also are potentially
subject to inadequately priced or coercive bids for control through majority
share ownership. These prospective acquirors may be in a position to elect a
company's entire Board of directors through a proxy contest or otherwise, even
though they do not own a majority of the company's outstanding shares at the
time.

Advantages and Disadvantages

If Proposal Two is approved, a potential acquiror generally could not change a
majority of the Company's directors until after two annual meetings of
shareholders, unless such directors were removed for cause. By providing this
additional time to the Board of Directors and eliminating the possibility of
rapid removal of the Board, the directors of the Company will have the necessary
time to most effectively satisfy their responsibility to the Company's
shareholders to evaluate any proposal and to assess and develop alternatives
without the pressure created by the threat of imminent removal. In addition,
Proposal Two, by providing that directors will serve three-year terms rather
than one-year terms, will enhance continuity and stability in the composition of
the Company's Board of Directors and in the policies formulated by the Board. As
a result, at any given time a majority of the Board of Directors will be
knowledgeable and experienced about the Company and its business. The Board
believes that this, in turn, will permit it more effectively to represent the
interests of all shareholders, including responding to demands or actions by any
shareholder or group.

For the same reasons, however, the adoption of Proposal Two may also deter
certain mergers, tender offers or other takeover attempts which some or a
majority of holders of the Company's voting stock may deem to be in their best
interests. The proposed system of electing directors may make it more difficult
for shareholders to change directors event where this may be considered
desirable. Similarly, due to the smaller number of directors to be elected at
each annual meeting the holders of a minority of the shares would be in a less
favorable position to elect even a single director. Finally, it is important to
note that the proposal would affect how directors of the Company are elected
every year, whether or not the Company is threatened by a hostile takeover.

Other Matters

The Board of Directors has no knowledge of any present effort to gain control of
the Company or to organize a proxy contest. In addition, there has been no
problem in the past or at the present time with the continuity or stability of
the Board of Directors. However, the Board of Directors believes that adopting
Proposal Two is prudent, advantageous and in the best interests of shareholders
because it will give the Board more time to fulfill its responsibilities to
shareholders and it will provide greater assurance of continuity and stability
in the composition and policies of the Board of Directors. The Board of
Directors also believes such advantages outweigh any disadvantage relating to
discouraging potential acquirors from attempting to obtain control of the
Company.

The Board of Directors unanimously approved the proposed amendment. Adoption of
the proposed amendment requires the affirmative vote of a majority of the votes
entitled to be cast at the Annual Meeting. The Board of Directors recommends
that shareholders vote "FOR" the proposed amendment.

<PAGE>

Proposal Three--To Amend the Articles of Incorporation to Limit the Maximum Size
of the Board of Directors to Thirteen Directors and to Require a Minimum Size of
Three Directors.

The Board of Directors has proposed to amend the Ninth Article of the Articles
of Incorporation to limit the size of the Board of Directors to a maximum of
thirteen directors and to a minimum of three directors.

Presently, the Bylaws specify that Board of Directors may specify the size of
the Board of Directors up to a maximum size of thirteen directors, and until
otherwise specified the Board of Directors shall be comprised of eight
directors. The proposed amendment will simply implement a lower limit on the
size to which the Board of Directors might be changed in the future, and will
place these limitations in the Articles of Incorporation.

Reasons for the Amendment

The Board of Directors recommends approval of Proposal Three because the fixing
of a maximum and minimum number of Directors in the Articles of Incorporation
would prevent a third party frustrating the benefits of the staggered board of
directors proposed for adoption in Proposal Two. This is because when there is
no limit on the maximum size of the Board of Directors, a person seeking
majority representation on the Board of Directors who is able to obtain proxies
representing a simple majority of the outstanding shares may be able to take
control of the entire Board of Directors in a single meeting by first enlarging
the size of the Board and then by filling the newly created directorships with
his own nominees. Similarly, some or all of the benefits offered by a staggered
board could be eliminated if the size of the Board were to be reduced below
three directors (although it should be noted that the Georgia Business
Corporation Code provides that a decrease in the number of directors will not
shorten an incumbent director's term of office, so the benefits offered by a
staggered board of directors could not be immediately eliminated by simply
reducing the size of the Board of Directors.)

Effect of the Proposed Amendment

The proposed amendment would make it impossible for a shareholder or group of
shareholders to gain control over the Board of Directors of the Company in the
manner described above by preventing an increase in the Board of Directors
beyond a certain size without an amendment to the Articles of Incorporation.
Thirteen directors was selected as the maximum size of the Board of Directors
because for many years the Company has had a Board of Directors of approximately
8 members, and a maximum slightly higher than the current size will allow the
Board of Directors to moderately increase the size of the board of directors, if
this ever becomes necessary or desirable, while maintaining the benefits
provided by a staggered board of directors. The minimum size of three directors
was selected because the board is proposed to be classified into three classes
and three therefore is the smallest number of directors that may comprise the
Board of Directors while maintaining the benefits provided by a staggered board
of directors.

The Company has proposed including these limitations in the Articles of
Incorporation rather than in the Bylaws for two reasons. First, although the
Bylaws presently contain a limit on the maximum number of directors who may
serve on the Board of Directors, the Bylaws presently can be amended to
eliminate this limit on the maximum size of the Board of Directors by either a
majority of the board of directors or by a majority of the shares present and
voting at a meeting of shareholders. Including these limits in the Articles of
Incorporation may make them more difficult to evade or to be eliminated since
the approval of the shareholders generally would be required to further amend
the Articles of Incorporation in the future; in contrast, if the provision were
only contained in the Bylaws, it might be amended by the action of the Board of
Directors alone. (The Company notes that it has proposed an amendment to the
Articles of Incorporation to impose a requirement that two-thirds of the shares
entitled to vote at a meeting of shareholders approve any amendment to the
Bylaws, but the Company can not be certain that the Shareholders at this Annual
Meeting will approve that proposal.) Second, the purpose of the limit on the
size of the Board of Directors is related to the staggering of the terms of the
Board of Directors, so it is appropriate to place these two provisions together
in the Articles of Incorporation rather than to have one such provision in the
Bylaws and the other in the Articles of Incorporation.

<PAGE>

Advantages and Disadvantages

If Proposal Three is approved, and if the Company ever wished to reduce its size
below three directors or increase its size above thirteen directors, the Company
first would have to amend its Articles of Incorporation. Presently, this would
require the approval of both the Board of Directors and a majority of the
outstanding Common Stock, and in the future the approval of at least two-thirds
of the shares entitled to vote at a meeting would be required to so change the
size of the Board of Directors. Such approvals would be time consuming and may
be difficult to obtain.

On the other hand, approval of Proposal Three would ensure that the protections
offered by the staggered board of directors are obtained.

Other Matters

The proposed amendment is consistent with the GBCC which provides that the
Company may have a variable number of directors, subject to a specified minimum
or maximum number of directors. There is no present intention to increase the
size of the Board of Directors.

<PAGE>

Proposal Four--To Amend the Articles of Incorporation to Limit Removal of
Directors to Only Those Instances Where "Cause" For Removal Exists.

The Board of Directors has proposed to amend the Ninth Article of the Articles
of Incorporation to provide that, subject to the rights of any Preferred Stock
that may be issued in the future (such as a possible right to elect a director),
all directors may be removed from office, but only for cause.

The GBCC does not specifically define "cause," and Georgia courts have not
conclusively determined what constitutes "cause." Nevertheless, "cause" is
generally understood to include fraud, criminal conduct, gross abuse of office
amounting to a breach of trust, or similar misconduct. The Company has not
attempted to define "cause" in order to avoid limiting the grounds for which a
director might be removed.

Reasons for the Proposal

The Board of Directors believes that such a limitation on shareholders' ability
to remove directors is necessary in order to ensure that the Company realizes
the benefits provided by the staggered board of directors. If shareholders were
to continue to be able to remove directors without cause, a person intent on
taking control of the Company could do so by obtaining a simple majority of the
votes and could do so in as quick as a single meeting by removing all of the
directors and then electing his nominees to the Board of Directors. In addition,
in the context of a contest for corporate control, an imminent threat of removal
of the Company's management may severely curtail the Board of Directors' ability
to negotiate effectively with purchasers. Management might be deprived of the
time and information necessary to evaluate the takeover proposal, to study
alternative proposals, and to help ensure that the best price is obtained in any
transaction involving the Company which may ultimately be undertaken.

The GBCC generally permits shareholders to remove directors with or without
cause, unless the Articles of Incorporation or Bylaws provide otherwise.
Presently, the Articles of Incorporation provide that a director may be removed
at any time in the manner provided in the Company's Bylaws, and the Company's
Bylaws provide that a director may be removed only for cause. In addition, in
the event that Proposal Two is approved and the terms of the directors become
staggered, by virtue of the fact the Company's board is staggered the GBCC will
provide that the directors may be removed only for cause unless the Articles of
Incorporation or Bylaws provide otherwise. Nevertheless, presently the Company's
Bylaws may be altered by the holders of a majority of all shares of stock
entitled to vote at a meeting of shareholders, and such holders might amend the
Bylaws in the future to allow removal of a director without cause, and such
directors could then be removed without cause even if their terms are staggered.
If this were to occur, the protections offered by a staggered board of directors
could be easily frustrated. In order to ensure that the Bylaws are not changed
to such effect, thereby enabling the protections of the staggered board of
directors to be frustrated, the Board of Directors proposes to amend the Ninth
Article of the Company's Articles of Incorporation to provide that a director
may be removed only for cause.

Advantages and Disadvantages of the Proposal

Shareholders should recognize that the amendment will also make more difficult
the removal of a director, even where a majority of the shareholders believe
such removal to be in the best interests of the Company, and even in
circumstances that do not constitute a takeover attempt. The proposed amendment
will also make more difficult the removal of the incumbent board of directors
who may be said to have an interest in retaining their positions as directors.
The proposed amendment will make it impossible for someone who acquires voting
control of the Company to remove immediately the incumbent directors who oppose
such person and to replace them with more friendly directors, and will instead
require such person to replace incumbent directors as their terms expire, which
could take as long as three years if the proposal to stagger the terms of the
Board of Directors is approved.

<PAGE>

Proposal Five--To Amend the Articles of Incorporation to Authorize the Issuance
of Preferred Stock.

Presently, the Company is authorized to issue 30 million shares of common stock,
$.10 par value ("Common Stock"), and no shares of preferred stock. In addition,
the Board of Directors has proposed an amendment to the Fifth Article of the
Articles of Incorporation to authorize the Company to issue up to 20 million
shares of preferred stock, no par value (the "Preferred Stock") from time to
time.

As of September 28, 1999, there were approximately 7,718,600 shares of Common
Stock outstanding, and an additional 3,055,800 shares of Common Stock were held
in the Company's treasury; at the same time, there were neither any shares of
Preferred Stock outstanding or held in the Company's treasury. The Amendment
would allow the Board of Directors to issue Preferred Stock as shares of one or
more series. Upon adoption of the amendment, the Board of Directors will,
without further action by the shareholders, unless otherwise required by law or
the rules of the NASDAQ Nation Market, be authorized to issue such Preferred
Stock at such times, for such purposes, with such rights and preferences, and
for such consideration as the Board of Directors may determine.

Reasons for the Proposed Amendment

The authorization of Preferred Stock is intended to have two purposes. First, it
is intended to enhance the Company's ability to pursue acquisition activities by
offering alternative methods to finance such activities. For example, the
Company might finance an acquisition in whole or in part by issuing Preferred
Stock to the company being acquired, to the shareholders of the company being
acquired, or to a financial institution in exchange for cash which could then be
used for such acquisition. The Company, however, has no present plans to pursue
acquisition activities and has not yet decided to acquire any particular
company. Nor does the Company have any present plan or commitment to issue any
Preferred Stock. Of course, the Company instead could seek shareholder approval
to issue Preferred Stock if and when the need arises, but the Company is seeking
such approval now in order to avoid delays, to spare the expense and delay of a
possible additional proxy solicitation and shareholder meeting, and to increase
its flexibility and enable it to act promptly if appropriate circumstances arise
which require the issuance of such stock.

Second, the authorization of Preferred Stock will enhance the Company's takeover
defenses because the Board of Directors could then issue Preferred Stock in the
future to persons it chooses with rights and relative powers as determined by
the Board of Directors at the time of issuance and for such considerations as
determined by the Board of Directors. This ability can be a powerful tool in
defending a hostile takeover. For example, the Board could issue Preferred Stock
to an investor that is friendly to the incumbent directors and who could be
expected to vote against a particular takeover proposal; the issuance of such
Preferred Stock to such a shareholder could in effect block a particular
transaction. In addition, if a potential acquiror has already obtained a large
block of the Company's stock, the Board of Directors could issue Preferred Stock
and dilute such person's interests in the Company.

Effects of the Proposed Amendment

The proposed amendment would authorize the Board of Directors to issue Preferred
Stock from time to time in one or more series and to determine the terms of each
series. Each series of Preferred Stock could, as determined by the Board of
Directors when such Preferred Stock is issued, rank, in respect to dividends and
liquidation, senior to the Common Stock. The Board also could issue Preferred
Stock that has greater voting power than the Common Stock. The issuance of
Preferred Stock could dilute both the voting power and the economic value of the
Common Stock. In establishing the terms of a series of Preferred Stock, the
Board of Directors would be authorized to set, among other things, the number of
shares, the dividend rate and preferences, the cumulative or non-cumulative
nature of dividends, redemption provisions, sinking fund provisions, conversion
rights, the amounts payable and preferences in the event of the voluntary or
involuntary liquidation of the Company, and the voting rights in addition to
those required by law. Such terms could include provision prohibiting the
payment of Common Stock dividends or purchases by the Company of Common Stock in
the event dividends or sinking fund payments on the Preferred Stock were in
arrears. In the event of liquidation, the holders of Preferred Stock of each
series might be entitled to receive an amount specified for such series by the
Board of Directors before any payment could be made to the holders of Common
Stock. The Amendment would require any such preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption to be set forth in
resolutions adopted by the Board of Directors, and contained articles of
amendment to the Articles of Incorporation and filed with the Georgia Secretary
of State prior to any issuance of such Preferred Stock to the extent and as is
currently required by law.

The authorization of new shares of Preferred Stock will not, by itself, have any
effect on the rights of holders of shares of Common Stock. Nevertheless, the
issuance of one or more series of Preferred Stock could affect the holders of
shares of the Common Stock in a number of respects, including the following: (a)
if voting rights are granted to any newly issued series of Preferred Stock, the
voting power of the Common Stock will be diluted; (b) the issuance of Preferred
Stock may result in a dilution of earnings per share of the Common Stock; (c)
dividends payable on any newly issued series of Preferred Stock will reduce the
amount of funds available for payment of dividends on the Common Stock; and (d)
future amendments to the Articles of Incorporation affecting the Preferred Stock
may require approval by the separate vote of the holders of the Preferred Stock
or in some cases the holders of shares of one or more series of Preferred Stock
(in addition to the approval of the holders of shares of the Common Stock)
before action can be taken by the Company.

In addition, the additional stock authorized by this proposed amendment could be
issued by the Company, within the limits imposed by applicable law and the rules
of the NASD, and used to discourage or defeat an attempt to change control of
the Company. For example, the Company could privately place shares with
purchasers who might side with the Board of Directors in opposing a hostile bid.

There are no pre-emptive rights relating to the Company's Stock.

The Company has no present intention to issue any shares of Preferred Stock
should the shareholders approve the amendment authorizing the issuance of
Preferred Stock.

<PAGE>

Proposal Six--To Amend the Articles of Incorporation To Authorize the Issuance
of Additional Shares of Common Stock.

The Board of Directors has proposed an amendment to the Fifth Article of the
Articles of Incorporation which would increase the number of authorized shares
of Common Stock from 30 million shares to 120 million shares. Presently, the
Company is authorized to issue 30 million shares of common stock, $.10 par value
("Common Stock"), and no shares of preferred stock. As of September 28, 1999,
there were approximately 7,718,600 shares of Common Stock outstanding, and an
additional 3,055,800 shares were held in the Company's treasury. If the
amendment is adopted, and based on the number of outstanding shares of Common
Stock as of September 28, 1999, there will be 112,281,400 shares of Common Stock
generally available for issuance.

Upon adoption of the amendment, the Board of Directors will, without further
action by the shareholders, unless otherwise required by law or the rules of the
NASDAQ National Market, be authorized to issue such Common Stock at such times,
for such purposes, and for such consideration as the Board of Directors may
determine. However, presently there are a total of 3,379,283 shares of Common
Stock reserved for issuance under the Company's various stock option plans and
in connection with warrants issued in connection with the Company's acquisition
of Dominion Biologicals in 1996. In addition, a large number of these authorized
but unissued shares are needed in order for the Company's shareholder rights
agreement operates as intended, as described in greater detail below.

Reasons for the Proposed Amendment

The Board of Directors of the Company believes that it is desirable to have
additional authorized shares of Common Stock available for possible future
financing and acquisition transactions, stock dividends or splits, employee
benefit plans and other general corporate purposes. First, the Board expects
that the ability to issue such shares will enhance the Company's ability to
pursue acquisition activities by offering alternative methods to finance such
activities. For example, the Company might finance an acquisition in whole or in
part by issuing Common Stock to the company being acquired, to the shareholders
of the company being acquired, or to a financial institution in exchange for
cash which could then be used for such acquisition. The Company, however, has no
present plans to pursue acquisition activities and has not yet decided to
acquire any particular company. Nor does the Company have any present plan or
commitment to issue any Common Stock.

Also, the authorization of Common Stock will enhance the Company's takeover
defenses because the Board of Directors can issue such Common Stock in the
future to persons it chooses for such consideration as determined by the Board
of Directors. This ability can be a powerful tool in defending a hostile
takeover. For example, the Board could issue Common Stock to an investor that is
friendly to the incumbent directors and who could be expected to vote against a
particular takeover proposal; the issuance of a sufficiently large block of
Common Stock to such a shareholder could in effect block a particular
transaction. In addition, if a potential acquiror has already obtained a large
block of the Company's stock, the Board of Directors could issue Common Stock
and dilute such person's interests in the Company.

In this regard, it should be noted that the Board adopted a Rights Agreement
under which all shareholders of record as of the close of business on April 20,
1999 received rights pursuant to a Shareholder Rights Agreement with a term of
10 years to purchase additional shares of Immucor's Common Stock. This
Shareholder Rights Agreement provides the Company with certain anti-takeover
protections, but requires a large amount of authorized but unissued stock in
order to operate properly. The authorization of additional Common Stock is also
intended to facilitate the operation of the Rights Agreement, should it ever
become necessary to issue stock in connection with the Rights. See "The
Company's Other Anti-Takeover Defenses," [page 17]. The authorization of
additional Common Stock facilitates the operation of the Rights Agreement
because the Company would then have a sufficient number of authorized shares of
Commons Stock to issue upon exercise of the Rights, should they ever become
exercisable. Such stock is not strictly necessary for the operation of the
Rights Agreement, since the Company can distribute other property or securities
if it has insufficient authorized but unissued Common Stock, but the existence
of such stock will facilitate the exercise of the Rights because the Company
could more easily and quickly distribute such stock upon exercise of the Rights
than it could other types of property or securities.

Of course, the Company instead could seek shareholder approval to issue Common
Stock if and when the need arises, but the Company is seeking such approval now
in order to avoid delays, to spare the expense and delay of a possible
additional proxy solicitation and shareholder meeting, and to increase its
flexibility and enable it to act promptly if appropriate circumstances arise
which require the issuance of such stock. Also, it should be noted that the
Company has more than 22.5 million shares authorized but unissued shares
available for the purposes described above, but the Company is seeking
shareholder approval in light of the number of shares that are reserved for
issuance in connection with stock options and in connection with the Shareholder
Rights Agreement.

While the Board does not have any specific plans, arrangements, understandings,
agreements, negotiations or commitments for the issuance of additional shares,
except as contemplated under the shareholder Rights Agreement, employee stock
options, and the warrants mentioned above, the Company may consider issuing such
shares in connection with any future acquisitions.

Effects of the Proposed Amendment

The proposed amendment would authorize the Board of Directors issue Common Stock
from time to time. The issuance of Common Stock could dilute both the voting
power and the economic value of the outstanding Common Stock. The issuance of
Common Stock also may result in a dilution of earnings per share of the Common
Stock.

Having such additional authorized shares of Common Stock available for issuance
in the future will give the Company greater flexibility and may allow such
shares to be issued without the expense and delay of a special shareholders
meeting.

However, while the Board of Directors is of the opinion that the proposed
Amendment is in the best interests of the Company, the Board recognizes that
there may be some disadvantages. The authorization of new shares of Common Stock
will not, by itself, have any effect on the rights of holders of shares of
Common Stock. Nevertheless, the issuance of one or more series of Common Stock
could affect the holders of shares of the Common Stock in a number of respects,
For example, the voting power of the outstanding Common Stock will be diluted to
the extend additional shares of Common Stock are issued in the future. Also, the
issuance of Common Stock may result in a dilution of earnings per share of the
Common Stock.

There are no pre-emptive rights relating to the Company's Stock.

The Company has no present intention to issue any shares of Common Stock should
the shareholders approve the amendment authorizing the issuance of additional
Common Stock.

<PAGE>

Proposal Seven-- To Amend the Articles of Incorporation to Require Approval by a
Two-Thirds Majority of the Shareholders to Amend the Company's Articles of
Incorporation or Bylaws.

Under the GBCC and as presently provided by the Articles of Incorporation and
the Bylaws, generally a majority of the shares entitled to vote must approve an
amendment to the Articles of Incorporation or Bylaws. In addition, the Bylaws
presently may be amended by a majority of the Board of Directors present at a
meeting of directors at which a quorum is present. The Board of Directors has
proposed amending the Articles of Incorporation by adding a new Twelfth Article
which would require that any provision of the Articles of Incorporation or the
By-Laws may not be amended, altered, changed or repealed in any respect unless
such action is approved by the affirmative vote of two-thirds of the votes
entitled to be cast by the shares within each voting group represented at a
meeting of the shareholders duly called for such purpose.

Reasons for the Amendment

The purpose of the proposed amendment is to prevent the purposes of the various
provisions of the Articles of Incorporation and Bylaws, especially the other
proposed amendments relating to control of the Company, from being thwarted by
simply amending the Articles of Incorporation or Bylaws to repeal such measures
or otherwise make a change of control easier.

Effect of the Amendment

The principal effect of the amendment is to make it more difficult for the
shareholders to amend any part of the Company's Articles of Incorporation or
Bylaws in the future. The amendment will have this effect on all future
amendments, whether or not such future amendment has any relevance to the
Company's takeover defenses, and even if such action is deemed desirable or
beneficial to the holders of more than a majority (although less than
two-thirds) of the voting power of the Company's outstanding capital stock.

Another possible effect of the amendment is to grant an effective veto with
respect to any proposed amendment of the Articles of Incorporation or Bylaws to
the holders of one-third of the Company's shares. In this regard, it should be
noted that at the present time all directors and executive officers of the
Company as a group (ten persons) beneficially own 1,077,112 of the Company's
shares. In addition, Wellington Management Company, LLP beneficially owns 5.3%
of the Company's shares, based on such person's filings with the SEC. To the
knowledge of the Company and its Board of Directors, Wellington Management
Company, LLP. is not affiliated with any director or executive officer of the
Company. The Company does not believe that such the provision grants effective
veto power over future amendments to the Articles of Incorporation or Bylaws to
either the Company's Management or any other shareholder or group of
shareholders known to the Board of Directors to be a group. However, there can
be no assurance that this will remain the case since such persons may acquire
additional shares in the future and/or may form groups with other shareholders
in the future.

Proposal Seven will make it more difficult to alter the structure of the Company
in the future.

Other matters

Such a "super-majority" voting requirement is permitted by the GBCC and may be
implemented by amending the Articles of Incorporation. Such amendment must be
approved in accordance with the voting requirement in effect at the time of its
adoption--presently a majority of the votes entitled to be cast. In contrast, if
this proposal were adopted and the Company later attempted to remove such
provision from its Articles of Incorporation, the GBCC would require the
affirmative vote of two-thirds of the votes cast by the shares within each
voting group entitled to vote at a meeting of the shareholders duly called for
such purpose since an amendment to the Articles of Incorporation would be
required in order to eliminate this provision. In other words, although a simple
majority of all of the shares outstanding at the time of the annual meeting
could approve the amendment to impose a two-thirds majority voting requirement,
after such amendment is approved it would then take a two-thirds majority of the
shares entitled to vote at a meeting to change or repeal such requirement.

<PAGE>

Except as provided elsewhere in this proxy statement, the Board of Directors is
not currently contemplating any transaction which would require the vote of the
shareholders of the Company, nor does it have any information that anyone else
is contemplating such a transaction. In addition, the Board of Directors has no
knowledge of any efforts by or intention of anyone to obtain control of the
Company or acquire large amounts of its voting stock or other securities.

<PAGE>

Proposal Eight--To Ratify the Adoption by the Board of Directors of Bylaws which
Indemnify Immucor's Executive Officers.

Since the last annual meeting of shareholders, the Board of Directors of the
Company amended portions of the Eighth Article of the Bylaws to obligate the
Company to indemnify the executive officers of the Company in certain
situations. Principally, this was accomplished by adding a new Section 8.2(b) to
the Bylaws. The full text of the Eighth Article of the Bylaws, including Section
8.2(b), is included at Exhibit B. The description of the Eighth Article of the
Bylaws contained herein is qualified in its entirety by reference to Exhibit B.

Georgia law generally allows a corporation to obligate itself in advance to
indemnify its executive officers, subject to certain limitations. These
limitations are that the person seeking indemnification must have conducted
themselves in good faith and reasonably believed that: (a) in the case of
conduct in his or her official capacity, that such conduct was in the best
interest of the Company; (b) in all other cases, that such conduct was at least
not opposed to the best interests of the Company; and (c) in the case of any
criminal proceeding, that the individual had no reasonable cause to believe such
conduct was unlawful. The GBCC also generally prohibits the Company from
indemnifying an officer or director in connection with any proceeding with
respect to conduct for which the officer or director is adjudged liable on the
basis that he received an improper personal benefit, or, except for reasonable
expenses in connection with the proceeding provided the director has met all
other conditions, in connection with a proceeding by or in the right of the
Company such as so-called "derivative" lawsuits.

The provision of the Bylaws that obligates Immucor to indemnify its executive
officers and which the Board adopted since the last annual meeting is not
limited by a requirement that the person seeking indemnification must have
conducted themselves in good faith and reasonably believed that: (a) in the case
of conduct in his or her official capacity, that such conduct was in the best
interest of the Company; (b) in all other cases, that such conduct was at least
not opposed to the best interests of the Company; and (c) in the case of any
criminal proceeding, that the individual had no reasonable cause to believe such
conduct was unlawful. For this reason, this provision of the Bylaws is not in
accordance with the GBCC to the extent that an executive officer who had not met
the relevant standards of conduct might seek indemnification from the Company
under this provision of the Bylaws, and it would violate Georgia law for the
Company to indemnify the executive officer in such a case. However, the GBCC
authorizes a corporation to indemnify its directors and executive officers
without such limitations, provided that the bylaw containing such obligation to
indemnify is ratified by the shareholders. For this reason, the Board of
Directors seeks the shareholders' ratification of the its recent amendments to
the Eighth Article of the Bylaws which obligate the Company to indemnify its
executive officers. The shareholders, at the 1987 annual meeting of
shareholders, ratified a similar provision of the Bylaws which applies to
Directors, and the Board is now asking the shareholders to ratify a new
provision which applies to the executive officers of the Company.

Reasons for the Proposal

The Board of Directors believes that the proposed amendments are desirable so
that the Company can retain and continue to attract responsible individuals to
serve as its executive officers in light of the present, difficult environment
in which such persons must serve. To date, the Company has not had any
difficulty in attracting or retaining its present executive officers, and no
person has resigned as an executive officer because of the risk of litigation.
However, in recent years, investigations, claims, actions, suits or proceedings
(including shareholder derivative suits) seeking to impose liability on, or
involving as witnesses, officers of publicly held corporations have become the
subject of much discussion. Such proceedings are typically extremely expensive
whatever their eventual outcome. Even in proceedings in which an officer is not
named as a defendant, such individual may incur substantial expenses or
attorneys' fees if he or she is called as a witness or becomes involved in a
proceeding in any other way. As a result, an individual may conclude that
potential exposure to the costs and risks of proceedings in which he may become
involved exceeds any benefit to him from serving as an executive officer of a
publicly held corporation. This is especially true in the context of a contest
for control of the Company, where participants in such contests may challenge
the decisions of the Company's executive officers by suing them personally. The
Board of Directors hopes that the Company's ability to indemnify the executive
officers will help ensure that such individuals will feel free to act in the
best interests of the Company and will place the Company's interests are above
their own.

<PAGE>

Effect of the Proposal

The effect of a favorable vote would be that the Bylaw would then have been
ratified by the shareholders and therefore bring it into compliance with the
GBCC. As a result, the Company could then indemnify its executive officers in
accordance with its Bylaws even where the executive officer had not met the
relevant standards of conduct for indemnification. That is, the Company could
indemnify the executive officer even if the executive officer had not conducted
himself in good faith and did not believe or could not have reasonably believed:
(a) in the case of conduct in his official capacity, that his conduct was in the
best interest of the Company; (b) in all other cases, that his conduct was at
least not opposed to the best interests of the Company; and (c) in the case of
any criminal proceeding, that he had no reasonable cause to believe such conduct
was unlawful, provided that the executive officer satisfies all other
requirements for indemnification.

The executive officers note their conflict of interest in recommending Proposal
Eight since they would benefit from such indemnification at the expense of the
Company as a whole. The GBCC addresses this conflict by requiring that shares
owned or voted under the control of a person who at the time is not
disinterested with respect to any existing or threatened proceeding for which
this proposal would have the effect of authorizing indemnification may not be
voted.

If Proposal Eight is not approved, the Company may still indemnify the executive
officers provided that such executive officer met the relevant standard of
conduct. Further, the executive officers would continue to have a right to
indemnification as provided under the GBCC provided that the executive officer
is wholly successful in the defense of the proceeding and indemnification is not
otherwise prohibited.

Other effects of ratification of the Bylaws would be to limit the ability of the
Company and its shareholders to recover monetary damages from executive officers
for certain breaches of their duties to the Company. A damage award that is not
covered by insurance and for which the Company is obligated to indemnify an
executive officer would affect a shareholder's investment in the Company.
Individual shareholders voting in favor of ratifying the expanded
indemnification provisions may be estopped from thereafter asserting that such
provisions are invalid or unenforceable.

Other Matters

The provisions of the Eighth Article, as amended, would apply to all claims
asserted after its approval by the shareholders, regardless of the date of
alleged acts or omissions from which they arise. The Company has not received
notice of any Proceeding against an executive officer of the Company to which
the protections and benefits under the amended Bylaws might apply. In addition,
these provisions are not being proposed in response to any specific resignation,
threat of resignation, or refusal to serve by any executive officer.

The Board of Directors unanimously approved the provisions of Article Eight.
Adoption of the proposal to ratify the indemnification bylaws requires the
affirmative vote of a majority of the votes entitled to be cast (other than
shares owned or voted under the control of a person who at the time is not
disinterested with respect to any existing or threatened proceeding that would
be covered by the proposal) at the Annual Meeting. The Board of Directors
recommends that shareholders vote "FOR" the proposal to ratify the
indemnification bylaws.

<PAGE>

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Ernst & Young LLP, Atlanta, Georgia, acted as the Company's independent
certified public accountants for the fiscal year ended May 31, 1999.
Representatives of Ernst & Young LLP are expected to be present at the Meeting
and will have the opportunity to make a statement if they desire to do so and to
respond to appropriate questions. The Company has not yet selected anyone to act
as the Company's independent certified public accountants for its fiscal year
ending May 31, 2000. The Board makes such a selection annually at an Audit
Committee meeting at the end of the calendar year.

MISCELLANEOUS

The expenses of this solicitation, including the cost of preparing and mailing
this Proxy Statement, will be paid by the Company. Copies of solicitation
material may be furnished to banks, brokerage houses and other custodians,
nominees and fiduciaries for forwarding to the beneficial owners of shares of
the Company's Common Stock, and normal handling charges may be paid for such
forwarding service. In addition to solicitations by mail, directors and regular
employees of the Company may solicit Proxies in person or by telephone,
telegraph or otherwise. The Company will furnish without charge a copy of its
Annual Report on Form 10-K filed with the Securities and Exchange Commission for
the fiscal year ended May 31, 1999, including financial statements and schedules
thereto, to any record or beneficial owner of its Common Stock as of September
28, 1999, who requests a copy of such report. Any request for the Form 10-K
should be in writing addressed to: Steven C. Ramsey, Vice President - Chief
Financial Officer and Secretary, Immucor, Inc., 3130 Gateway Drive, PO Box 5625,
Norcross, GA 30091-5625. If the person requesting the Form 10-K was not a
shareholder of record on September 28, 1999, the request must include a
representation that such person was a beneficial owner of Common Stock of the
Company on that date. A copy of any exhibits to the Form 10-K will be furnished
on request and upon the payment of the Company's expenses in furnishing such
exhibits.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the Company's 2000 annual
meeting must be received by the Company no later than June 14, 2000 in order to
be considered for inclusion in the Company's Proxy Statement and form of Proxy
for that meeting. If a proposal intended to be presented by a shareholder at the
2000 annual meeting, for which the shareholder does not seek inclusion in the
Company's Proxy Statement and form of Proxy for that meeting, is not received by
the Company by August 5, 2000, then the management proxies appointed in the
enclosed Proxy will be allowed to use their discretionary voting authority with
respect to the proposal.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

The Board of Directors knows of no matters other than those stated above which
are to be brought before the Meeting. However, if any other matter should be
presented for consideration and voting, it is the intention of the persons named
in the enclosed form of Proxy to vote the Proxy in accordance with their
judgment on such matter.

By Order of the Board of Directors

STEVEN C. RAMSEY,
Secretary

October 4, 1999

<PAGE>

Appendix A

REVOCABLE PROXY

IMMUCOR, INC.

ANNUAL MEETING OF SHAREHOLDERS--NOVEMBER 4, 1999

The undersigned shareholder(s) of Immucor, Inc. (the "Company") hereby
appoints, constitutes and nominates the Edward L. Gallup and Ralph A. Eatz, and
each of them, the attorney, agent and proxy of the undersigned, with individual
power of substitution, to vote all shares of the Company which the undersigned
is entitled to vote at the Annual Meeting of Shareholders to be held on
Thursday, November 4, 1999, at 4:00 p.m., local time, at the Holiday Inn
Select-Peachtree Corners, 6050 Peachtree Industrial Blvd., Norcross, Georgia
30071, and any and all adjournments thereof, as fully and with the same force
and effect as the undersigned might or could do if personally present thereat,
as follows:

1. ELECTION OF DIRECTORS. To elect the following eight people as
directors as follows: (a) if Proposal Number Two (Classified Board) is approved,
to elect Dan McKeithan and Nino DeChirico to serve until the annual meeting of
shareholders in 2000, to elect Bruce Papesh, Joe Rosen, and Ralph Eatz to serve
until the annual meeting of shareholders in 2001, and to elect Didier Lanson,
Dennis Smith and Ed Gallup to serve until the annual meeting of shareholders in
2002; or (b) if Proposal Number Two is not approved, to elect Ralph Eatz, Edward
L. Gallup, Nino DeChirico, Didier Lanson, Dan McKeithan, Bruce Papesh, Joe
Rosen, and Dennis Smith to serve until the next annual meeting and until their
successors are qualified.

[__] FOR [__] AGAINST [__] For All Except

(Instructions: To withhold authority to vote for any nominee, mark the "For All
Except" box and strike a line through the nominee's name in the list provided
above. Any proxy card executed in such a manner as to not withhold authority to
vote for the election of any nominee shall be deemed to grant authority to vote
"For" such nominee.)

2. CLASSIFIED BOARD. To approve an amendment to the Company's articles
of incorporation (the "Articles of Incorporation") to divide the Board of
Directors into three classes.