United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
SEROLOGICALS CORPORATION
(Name of Issuer)
COMMON STOCK, Par Value $0.01
(Title of Class of Securities)
817523 10 3
(CUSIP Number)
Harold J. Tenoso, Ph.D.
Serologicals Corporation
780 Park North Blvd., Ste. 110
Clarkston, GA 30021
(404) 296-5595
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /__/.
Check the following box if a fee is being paid with the statement /__/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
AMENDMENT NO. 2 TO
SCHEDULE 13D
CUSIP No. 817523 10 3 Page 2 of 4 Pages
1. Name of Reporting Person....................Harold J. Tenoso, Ph.D.
Social Security Number
2. Check the Appropriate Box if Member of a Group (a)___ (b)___
3. SEC Use Only
4. Source of Funds.............................Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) _____
6. Citizenship or Place of Organization........United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. Sole Voting Power...........................484,492
8. Shared Voting Power.........................-0-
9. Sole Dispositive Power......................484,492
10. Shared Dispositive Power....................-0-
11. Aggregate Amount Beneficially Owned by Each
Reporting Person............................484,492
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares /___/
13. Percent of Class Represented by Amount in Row 11.....4.9%
14. Type of Reporting Person.....................IN
<PAGE>
AMENDMENT NO. 2 TO
SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No. 2 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D filed February 7, 1996 and Amendment
No. 1 to the Statement on Schedule 13D filed June 5, 1996 by Harold J.
Tenoso, Ph.D. relating to the common stock, $.01 par value (the "Common
Stock") of Serologicals Corporation (the "Company"). The address of the
principal executive offices of the Company is 780 Park North Blvd., Suite 110,
Clarkston, GA 30021. Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Schedule 13D.
The information set forth in Item 5 below and in the cover pages
hereto is identical to the information set forth in Amendment No. 1 to the
Statement on Schedule 13D. This Amendment No. 2 is filed solely to comply
with Rule 13d-2(c) under the Securities Exchange Act of 1934, as amended,
which requires the Reporting Person to restate the Schedule 13D filed
February 7, 1996. The Schedule 13D filed February 7, 1996 is attached hereto
in its entirety as Annex A.
Item 5. Interest in Securities of the Issuer
(a) Dr. Tenoso is the beneficial owner of 484,492 shares of
Common Stock (4.9%). Dr. Tenoso directly holds 5,000 shares of Common Stock
and beneficially owns 479,492 shares of Common Stock through Options issued
under his employment agreement and under the Omnibus Plan which are currently
exercisable. Options held by Dr. Tenoso relating to an additional 16,000
shares of Common Stock will vest in equal parts on February 13, 1997 and 1998.
Further options relating to an additional 40,000 shares of Common Stock held
by Dr. Tenoso will vest in on February 27, 2001, but are subject to early
vesting provisions.
The number of shares beneficially owned and the percentage of
outstanding shares presented thereby, have been computed in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The
percentage of ownership of Dr. Tenoso is based on 9,322,802 outstanding shares
of Common Stock on May 29, 1996, as reported by the Company in its Prospectus
dated May 29, 1996.
(b) Dr. Tenoso has the sole power to vote and to direct the
voting of and the sole power to dispose and direct the disposition of the
5,000 shares of Common stock held directly by him. In addition, upon the
exercise, if any, of the Options, Dr. Tenoso will have the sole power to vote
and direct the voting of and the sole power to dispose and direct the
disposition of the shares of Common Stock underlying the Options.
(c) Dr. Tenoso exercised options for 50,000 shares of Common
stock on June 4, 1996, and immediately sold the shares in an underwritten
public offering at a sales price of $24.57 per share. In addition, Dr. Tenoso
granted an option relating to 50,000 shares of Common Stock to the
underwriters of such offering solely to cover over-allotments, if any. Such
option expires June 28, 1996. If such option is exercised in full, the
percentage of the Common Stock which Dr. Tenoso will beneficially own will be
reduced to 4.3%.
(d) Not applicable.
(e) Dr. Tenoso ceased to be the beneficial owner of more than
five percent (5%) of the Common Stock on May 29, 1996.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 10, 1996
/s/ Harold J. Tenoso, Ph.D.
-------------------------------------
HAROLD J. TENOSO, Ph.D.
<PAGE>
ANNEX A
United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)*
SEROLOGICALS CORPORATION
(Name of Issuer)
COMMON STOCK, Par Value $0.01
(Title of Class of Securities)
817523 10 3
(CUSIP Number)
Harold J. Tenoso, Ph.D.
Serologicals Corporation
780 Park North Blvd., Ste. 110
Clarkston, GA 30021
(404) 296-5595
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 14, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /__/.
Check the following box if a fee is being paid with the statement /_X_/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 817523 10 3 Page 2 of 4 Pages
1. Name of Reporting Person....................Harold J. Tenoso, Ph.D.
Social Security Number
2. Check the Appropriate Box if Member of a Group (a)___ (b)___
3. SEC Use Only
4. Source of Funds.............................PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) _____
6. Citizenship or Place of Organization........United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. Sole Voting Power...........................514,492
8. Shared Voting Power.........................-0-
9. Sole Dispositive Power......................514,492
10. Shared Dispositive Power....................-0-
11. Aggregate Amount Beneficially Owned by Each
Reporting Person............................514,492
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares /___/
13. Percent of Class Represented by Amount in Row 11.....6.0%
14. Type of Reporting Person.....................IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This filing relates to the common stock, $.01 par value (the
"Common Stock") of Serologicals Corporation (the "Company"). The address of
the principal executive offices of the Company is 780 Park North Blvd., Suite
110, Clarkston, GA 30021.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by Harold J. Tenoso, Ph.D.
(b) (c) and (f) Dr. Tenoso is the President and Chief Executive
Officer of the Company, whose business address is listed in Item 1. above.
Dr. Tenoso is a citizen of the United States.
(d) and (e) During the past five years, Dr. Tenoso has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
Dr. Tenoso's beneficial ownership is substantially attributable to
employee stock options ("Options") held by him of which 489,492 were issued
pursuant to his employment agreement and of which 20,000 were issued under
the Company's 1994 Omnibus Incentive Plan ("Omnibus Plan"). The 5,000 shares
of Common Stock held directly by Dr. Tenoso were purchased June 14, 1995 in
the Company's initial public offering for an aggregate of $57,500 through
the Company's directed share program.
Item 4. Purpose of the Transaction
Dr. Tenoso acquired the shares of Common Stock held directly by
him for investment purposes. The Options were granted to Dr. Tenoso as part
of his incentive package. While acting in accordance with the Company's
Insider Trading Policy, Dr. Tenoso may acquire or dispose of securities of
the Company, directly or indirectly, in open-market or privately negotiated
transactions, depending upon the evaluation of the performance and prospects
of the Company by Dr. Tenoso, and upon other developments and circumstances,
including, but not limited to, general economic and business conditions and
stock market conditions.
Except for the foregoing and as disclosed below, Dr. Tenoso has no
present plans or proposals which relate to or would result in any of the
actions or events described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Dr. Tenoso is the beneficial owner of 514,492 shares of Common
Stock (6.0%). Dr. Tenoso directly holds 5,000 shares of Common Stock and
beneficially owns 509,492 shares of Common Stock through Options issued under
his employment agreement and under the Omnibus Plan which are currently
exercisable. Options held by Dr. Tenoso relating to an additional 16,000
shares of Common Stock will vest in equal parts on February 13, 1997 and 1998.
The number of shares beneficially owned and the percentage of
outstanding shares presented thereby, have been computed in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The
percentage of ownership of Dr. Tenoso is based on 8,042,449 outstanding
shares of Common Stock on November 14, 1995, as reported by the Company in
its Quarterly Report on Form 10-Q for the period ended October 1, 1995.
(b) Dr. Tenoso has the sole power to vote and to direct the voting
of and the sole power to dispose and direct the disposition of the 5,000 shares
of Common stock held directly by him. In addition, upon the exercise, if any,
of the Options, Dr. Tenoso will have the sole power to vote and direct the
voting of and the sole power to dispose and direct the disposition of the
shares of Common Stock underlying the Options.
(c) Options exercisable for 8,000 shares of Common Stock vest and
become exercisable February 13, 1996.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Dr. Tenoso is a participant under the Company's Omnibus Plan
pursuant to which he may be granted options or other stock awards from time
to time.
Item 7. Material to be Filed as Exhibits
None
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 31, 1996
_/s/ Harold J. Tenoso___
HAROLD J. TENOSO, Ph.D.
