As filed with the Securities and Exchange Commission on September 22, 1999
Registration No. 333-78893
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
Amendment No. 2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
IMMUCOR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------
GEORGIA 22-2408354
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3130 Gateway Drive
Norcross, Georgia 30091
(770) 441-2051
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
Edward L. Gallup
Chief Executive Officer and President
Immucor, Inc.
3130 Gateway Drive
Norcross, Georgia 30091
Telephone: (770) 441-2051
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------------
A COPY OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO THE
AGENT FOR SERVICE SHOULD BE SENT TO:
Philip H. Moise, Esq.
Nelson Mullins Riley & Scarborough, L.L.P.
999 Peachtree Street, N.E., Suite 1400
Atlanta, Georgia 30309
Telephone: (404) 817-6000
Facsimile: (404) 817-6050
Approximate date of commencement of proposed sale to public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------ -------------------- ---------------------- ----------------------- --------------------
Proposed Maximum Proposed Maximum
Amount to be Aggregate Price Per Aggregate Offering Amount of
Title of Shares to be Registered Registered Share Price Registration Fee1
- ------------------------------------------ -------------------- ---------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share..... 628,4172 $12.00 $7,540,464 $2,096.25
- ------------------------------------------ -------------------- ---------------------- ----------------------- --------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of
1933, as amended.
(2) Represents shares issuable upon exercise of warrants issued to the selling
shareholders in connection with our acquisition of Dominion Biologicals Limited.
</FN>
</TABLE>
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION,
DATED SEPTEMBER 22, 1999
628,417 SHARES
COMMON STOCK
IMMUCOR, INC.
On December 11, 1996, we issued warrants to purchase shares of our common
stock to the shareholders of Dominion Biologicals Limited ("Dominion") in
connection with our acquisition of Dominion. We are filing this registration
statement and prospectus on behalf of those individuals who may exercise their
warrants and sell the common stock under this prospectus. Those selling
shareholders and the number of shares of our common stock that they may acquire
upon exercise of these warrants are listed on page 5 of this prospectus.
The selling shareholders may offer the shares from time to time in
public or private transactions on or off the Nasdaq National Market, at
prevailing market prices or privately negotiated prices. Sales may be made
through brokers, dealers or other agents who may receive compensation in the
form of commissions, discounts or concessions.
Our common stock is quoted on The Nasdaq National Market under the
symbol "BLUD." On September 21, 1999, the closing sales price of our common
stock on The Nasdaq National Market was $14.50.
We will not receive any proceeds from the sale of the common stock, but
will receive the exercise price of the warrants.
You should read the description of certain risks under the caption
"Risk Factors" beginning on page 3 before purchasing our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
September 22, 1999
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is permitted.
<PAGE>
INFORMATION ABOUT THE COMPANY
At Immucor, Inc., we develop, manufacture and sell reagents and systems
used by hospitals, labs and blood banks to determine the type of human blood,
detect the presence of certain antibodies in human blood, and detect and
identify certain other properties of human blood.
We file reports, proxy statements and other information with the SEC.
You may read and copy any document we file at the Public Reference Room of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New
York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Please call 1-800-SEC-0330 for further information
concerning the Public Reference Room. Our filings also are available to the
public from the SEC's website at www.sec.gov. We distribute to our shareholders
annual reports containing audited financial statements.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the offering is completed:
1. Annual Report on Form 10-K for the year ended May 31, 1999.
2. Quarterly Reports on Form 10-Q for the quarters ended August 31, 1998,
November 30, 1998, and February 28, 1999.
3. Current Report on Form 8-K dated April 19, 1999; and
4. Current Report on Form 8-K dated December 11, 1996; and
5. Description of our common stock contained in the Registration Statement on
Form 8-A (Registration No. 0-14820) as declared effective by the SEC on July 21,
1986, as amended by various reports and other documents filed under the Exchange
Act.
You may request a copy of these filings, at no cost, by writing or calling us
at:
IMMUCOR, INC.
3130 Gateway Drive
Norcross, Georgia 30091
Attention: Chief Financial Officer
Telephone: (770) 441-2051
This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
<PAGE>
RISK FACTORS
Before you invest in our common stock, you should be aware that there
are various risks, including those described below. You should consider
carefully these risk factors together with all of the other information included
in this prospectus, including the documents that we incorporate by reference,
before you decide to purchase shares of common stock.
Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "believe," "intend," "anticipate,"
"estimate," "continue" or similar words. These statements discuss future
expectations, estimate the happening of future events or our financial condition
or state other "forward-looking" information. When considering such
forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus and the documents that we incorporate
by reference. The risk factors noted in this section and other factors noted
throughout this prospectus, including certain risks and uncertainties, could
cause our actual results to differ materially from those contained in any
forward-looking statement.
If our blood bank automation system does not gain market acceptance we will be
more susceptible to price competition.
We sell the only automated blood bank detection system in North
America. If customers choose not to use our automated system or if we cannot
continue to place them, either because of a decision not to make the capital
investment required, not to change product lines, or because a competitor
develops a new system that is faster or less capital intensive, then we will be
forced to compete mainly on price. In the non-automated blood bank systems
market, our principal competitors are divisions of large corporations. Because
these large corporations may have greater resources and be able to compete
aggressively on price, the lack of commercial acceptance of our automated
product may result in price reductions, lower profit margins and loss of our
market share, any of which could have a material adverse effect on our business,
financial condition and operating results.
The development of new technology by our competitors could result in lower
sales.
If our competitors develop new technology that can inactivate
antibodies or that results in the development of artificial blood, it could
reduce the number of test systems that we sell. Our products test for the
presence of certain antibodies in human blood to insure proper diagnosis of
certain medical conditions. If these antibodies can be deactivated then there
will be less of a need for our products. In addition, artificial blood, if
developed, would likely not contain natural antibodies.
Failure to comply with stringent government regulation could prevent us from
selling our products.
Neither our existing products nor any new products which may be
developed will be able to be marketed commercially for clinical use in the
United States or certain foreign countries in which they have not been approved.
Our reagents, detection systems and other products are subject to strict
regulation and licensing by the FDA, including the need for approval prior to
marketing, and by other state and foreign agencies. In addition, facilities in
the United States and abroad are subject to periodic inspection by the FDA.
There has been an increasing level of regulatory scrutiny in the industry by the
FDA resulting in more detailed and frequent inspections, and a greater number of
observations cited per inspection, deficiency notices and warning letters.
Failure to correct any deficiencies or to otherwise comply with applicable laws
or regulations could subject us to enforcement action, including product
seizures, recalls, center or facility closure, license revocations and civil and
criminal penalties, any one or more of which could have a material adverse
effect on our business. Any change in existing federal, state or foreign laws or
regulations, or in the interpretation or enforcement of them, or the
promulgation of any additional laws or regulations could have an adverse effect
on our business.
<PAGE>
We are dependent upon single source suppliers.
We purchase certain supplies for our operations from single source
suppliers. The disruption of existing supply relationships could impair our
ability to process, manufacture and test products or cause us to incur costs
associated with the development of alternative sources. In addition, in some
instances FDA approval would be required to replace or substitute a supplier or
component that we use. Any such disruption could result in delays in obtaining
antibodies or making product shipments, which could have a material adverse
effect on our financial condition and results of operations.
There are risks associated with international operations.
We generate sales outside the United States and incur expenses in
foreign currencies and are subject to risks generally associated with
international operations. Accordingly, our financial results from international
operations may be affected by fluctuations in currency exchange rates.
We may be unable to protect adequately our proprietary technology.
Our success and ability to compete are dependent largely upon our
proprietary technology. We cannot be certain that we have taken adequate steps
to deter misappropriation or independent third-party development of our
technology. In addition, we cannot be certain that third parties will not assert
infringement claims in the future or, if infringement claims are asserted, that
such claims will be resolved in our favor. Although we are not currently subject
to any dispute that would prevent us from using our proprietary technology as we
plan, any infringement claims resolved against us could have a material adverse
effect on our business, financial condition or results of operations.
Our stock price is volatile.
There has been significant volatility in the market price of securities
of healthcare companies that often has been unrelated to the operating
performance of such companies. We believe that factors such as legislative,
regulatory and technological developments, failure to meet securities analysts'
performance expectations and quarterly variations in financial results could
cause the market price of the common stock to fluctuate substantially.
<PAGE>
USE OF PROCEEDS
All net proceeds from the sale of the shares described in this
prospectus will go to the selling shareholders who offer and sell their shares.
We will not receive any proceeds from sales of shares by the selling
shareholders.
SELLING SHAREHOLDERS
All of the share amounts listed below represent shares issuable upon
exercise of warrants issued in connection with our acquisition of Dominion
Biologicals Limited. The shares offered by this prospectus may be offered from
time to time by the selling shareholders named below upon the exercise of their
warrants. The following table lists the selling shareholders and the number and
percentage of shares of common stock beneficially owned by each selling
shareholder before and after the offering of the shares. Because the selling
shareholders may sell all, some or none of their shares, no estimate can be made
of the actual number of shares that will be offered. The number and percentage
of shares of common stock provided in the following table represent the number
of shares of common stock as to which warrants held by the selling shareholders
may be exercised. For the purpose of determining the percentage of shares of
common stock beneficially owned by each selling shareholder, we have assumed
that all warrants held by the selling shareholders have been exercised, and no
other warrants have been exercised. Only percentages of one percent or greater
are shown, and footnotes are provided at the end of the table.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Beneficially
Owned Before the Shares Owned After the
Offering Offered Offering
Name Number Percent(1) Number Percent(1)
<S> <C> <C> <C> <C> <C>
Patrick Waddy 271,139 (2) 3.3 251,139 20,000 * (3)
Blaine McNeil 170,606 (4) 2.1 167,806 2,800 *
Nubio Technologies Corporation 209,472 2.6 209,472 0 *
<FN>
(1) Calculated based upon 8,101,309 shares of common stock outstanding, assuming
that all warrants issued in connection with the acquisition of Dominion
Biologicals have been exercised.
(2) Includes: 20,000 shares owned directly by Mr.Waddy and warrants to purchase
251,139 shares of common stock in connection with the acquisition of Dominion
Biologicals.
(3) Represents less than 1%.
(4) Includes: 2,800 shares owned directly by Mr. McNeil and warrants to purchase
167,806 shares of common stock in connection with the acquisition of Dominion
Biologicals.
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may sell or transfer all or a portion of the
shares offered hereby from time to time to third parties directly or by or
through brokers, dealers, agents or underwriters, who may receive compensation
in the form of underwriting discounts, concessions or commissions from the
selling shareholders and/or from purchasers of the shares for whom they may act
as agent. Such sales and transfers of the shares may be effected from time to
time in one or more transactions on the Nasdaq National Market, in negotiated
transactions or otherwise, at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at negotiated prices, or without
consideration, or by any other legally available means. Any or all of the shares
may be sold or transferred from time to time by means of
o a block trade in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o through the writing of options on the shares;
o pledges as collateral to secure loans, credit or other financing
arrangements and any subsequent foreclosure, if any, thereunder;
o gifts, donations and contributions;
o otherwise.
To the extent required, the number of shares to be sold or transferred,
the purchase price, the name of any such agent, broker, dealer or underwriter
and any applicable discounts or commissions and any other required information
with respect to a particular offer will be set forth in an accompanying
prospectus supplement. The aggregate net proceeds to the selling shareholders
from the sale of the shares will be the purchase price of such shares less any
commissions. This prospectus also may be used, with our prior written consent,
by donees and pledgees of the selling shareholders.
In order to comply with the securities laws of some states, if
applicable, the shares will be sold in those jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The selling shareholders and any brokers, dealers, agents or
underwriters that participate in the distribution of the shares may be deemed to
be "underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions and commissions received by such brokers, dealers, agents
or underwriters and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
No underwriter, broker, dealer or agent has been engaged by us in
connection with the distribution of the shares.
Any shares covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. There is no assurance that the selling shareholders
will sell any or all of the shares. The selling shareholders may transfer,
devise or gift shares by other means not described herein.
We will pay all of the expenses incident to the registration of the
shares, other than underwriting discounts and selling commissions, if any.
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been
passed upon by Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended May 31, 1999, as set forth in their report, which is incorporated
by reference in this prospectus and elsewhere in the registration statement. Our
financial statements and schedule are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Registrant in connection with the issuance
and distribution of the securities being registered are estimated below:
SEC registration fee.................................$ 2,096.25
Listing fees......................................... 12,528.34
Legal fees and expenses.............................. 10,000.00
Printing expenses.................................... 1,000.00
Accounting fees...................................... 3,800.00
Miscellaneous........................................ 0.00
Total.......................................$ 29,424.59
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-850, et. seq., of the Georgia Business Corporation Code
authorizes us to indemnify our directors, officers, employees and agents in
certain circumstances. Section 14-2-856 of the Code expressly allows us to
provide indemnification rights that are broader than provided under the Code if
contained in a bylaw ratified by the shareholders by a majority of the shares to
be cast. Article Eight of our Bylaws provides broader indemnification rights
than expressly provided under the Code and, except for that part of Article
Eight that obligates us to indemnify certain executive officers, discussed
below, was previously ratified by our shareholders. The following is a summary
of the material provisions of Article Eight.
Directors
Article Eight generally requires us to indemnify persons who are
parties to any civil, criminal, administrative or investigative action, suit or
proceeding by reason of the fact that such person was or is one of our
directors. Except as noted in the next paragraph, directors are entitled to be
indemnified against expenses (including but not limited to attorneys' fees and
court costs), and against any judgments, fines and amounts paid in settlement
actually and reasonably incurred by them. Directors also generally are entitled
to have us advance any of those expenses prior to final disposition of the
proceeding provided that:
<PAGE>
(1) the director furnishes us with a written affirmation of his or her good
faith belief that he or she is entitled to indemnification, either because
he or she met the relevant standard of conduct or because the proceeding
involves conduct for which liability has been eliminated under a provision
of the articles of incorporation;
(2) the Board of Directors has not made its own determination that the director
is not entitled to indemnification; and
(3) the director furnishes us with an undertaking to repay us if it is
ultimately determined that they are not entitled to indemnification.
The Code prohibits us from indemnifying directors for the following
types of liabilities:
(1) any appropriation, in violation of the director's duties, of any of our
business opportunities;
(2) acts or omissions which involved intentional misconduct or a knowing
violation of law;
(3) liability under Section 14-2-832 of the Code (dealing with unlawful
dividends or other distributions); and
(4) any transaction from which the director derived an improper personal
benefit. In addition, our bylaws do not provide for indemnification to
directors to the extent the amounts for which indemnification is sought do
not exceed the director's compensation for services as a director during
the 12-month period preceding the director's breach of duty.
Executive Officers
The Board of Directors recently amended our bylaws to extend our
indemnification obligation to persons identified as executive officers in our
filings with the SEC, but our shareholders have not yet ratified this amendment.
The indemnification to be provided to those executive officers is substantially
the same as that to be provided to directors. However, this bylaw will extend
greater indemnification to those executive officers than that authorized by the
Code. Therefore, this bylaw will not be fully effective until ratified by the
shareholders by a majority of the shares cast, and we anticipate that the
ratification of this bylaw will be on the agenda at the next annual meeting of
shareholders which is expected to be held on November 4, 1999.
Officers, Employees and Agents
In addition, the Board of Directors also can extend to officers,
employees and agents the same indemnification rights held by directors, subject
to all of the accompanying conditions and obligations, except that the
indemnification so provided need not be limited by a requirement that officers,
employees and agents bear the liability up to the amount of their compensation
over a 12-month period. Except for persons identified as executive officers in
our filings with the SEC, the Board of Directors has not yet extended
indemnification rights to any officers, employees or agents.
Miscellaneous
Upon authorization by the Board of Directors, we can enter into an
agreement or agreements providing to any person who was or is one of our
directors, officers, employees or agents, indemnification rights substantially
the same as those provided to directors under Article Eight. We currently do not
plan to enter into any agreements of indemnity.
Finally, we can purchase and maintain insurance on behalf of any person
who is or was one of our directors, officers, employees or agents against any
liability asserted against him or incurred by him in any such capacity, whether
or not we would have the power to indemnify him against that liability under
Article Eight.
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION
3.1 Articles of Correction of Immucor, Inc.*
3.2 Amended and Restated Bylaws of Immucor, Inc.*
4.1 Share Purchase Agreement (incorporated by reference to the Registrant's
Current Report on Form 8-K, date of filing December 26, 1996).*
5.1 Opinion of Nelson Mullins Riley & Scarborough, LLP.*
23.1 Consent of Nelson Mullins Riley & Scarborough, LLP.*
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP.
* Previously filed
ITEM 17. UNDERTAKINGS.
Rule 415 offering
The undersigned issuer hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section l0(a) (3) of the
Securities Act of 1933.
(ii) Reflect in the prospectus any facts or events which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the registrant statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
<PAGE>
(2) For determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time to be the initial bona fide offering thereof.
(3) Remove from registration by means of a post-effective amendment any of the
securities being registered that remain unsold at the termination of the
offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Norcross, State of Georgia, on September 22, 1999.
IMMUCOR, INC.
By: By:
/s/ Edward L. Gallup /s/ Steven C. Ramsey
Edward L. Gallup.. Steven C. Ramsey
Chief Executive Officer Chief Financial Officer
and President (Principal (Principal Financial and
Executive Officer) Accounting Officer)
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Edward L. Gallup and Steven C. Ramsey and either of them his true and
lawful attorney-in-fact with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
sign a Registration Statement pursuant to Rule 462(b) under the Securities Act
of 1933 and to cause the same to be filed, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby granting to said attorneys-in fact and agents, full power and authority
to do and perform each and every act and thing whatsoever requisite or desirable
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
acts and things that said attorneys-in-fact and agents, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 22, 1999.
SIGNATURES TITLE
- ---------- -----
/s/ Edward L. Gallup* Chief Executive Officer,
Edward L. Gallup President and Director
(Principal Executive Officer)
/s/ Steven C. Ramsey* Chief Financial Officer
Steven C. Ramsey (Principal Financial and
Accounting Officer)
/s/ Ralph A. Eatz* Director
Ralph A. Eatz
/s/ Giocchino De Chirico* Director
Dr. Gioacchino De Chirico
/s/ Daniel T. McKeithan* Director
Daniel T. McKeithan
/s/ Didier L. Lanson* Director
Didier L. Lanson
/s/ G. Bruce Papesh* Director
G. Bruce Papesh
/s/ Dennis M. Smith* Director
Dennis M. Smith
/s/ Joseph E. Rosen* Director
Joseph E. Rosen
* By: /s/ Edward L. Gallup*
Edward L. Gallup
Attorney-in-fact pursuant to power
of attorney granted in Registration
Statement (No. 333-78893) as
filed on May 20, 1999.
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
3.1 Articles of Correction of Immucor, Inc.*
3.2 Amended and Restated Bylaws of Immucor, Inc.*
4.1 Share Purchase Agreement (incorporated by reference to the Registrant's
Current Report on Form 8-K, date of filing December 26, 1996).*
5.1 Opinion of Nelson Mullins Riley & Scarborough, LLP.*
23.1 Consent of Nelson Mullins Riley & Scarborough, LLP.*
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP.
* Previously filed
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Immucor, Inc. for
the registration of 628,417 shares of its common stock and to the incorporation
by reference therein of our report dated July 21, 1999, except for paragraph 7
of Note 4 as to which the date is August 24, 1999 and paragraph 5 of Note 5 as
to which the date is August 9, 1999, with respect to the consolidated financial
statements and schedule of Immucor, Inc. included in its Annual Report (Form
10-K) for the year ended May 31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Atlanta, GA
September 21, 1999
