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)
Gary A. Kress
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......................Gary A. Kress
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.............................407,786
8. Shared Voting Power...........................-0-
9. Sole Dispositive Power........................407,786
10. Shared Dispositive Power......................-0-
11. Aggregate Amount Beneficially Owned by Each
Reporting Person..............................407,786
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
/___/
13. Percent of Class Represented by Amount in Row 11.....4.6%
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 Gary A.
Kress 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) Mr. Kress is the beneficial owner of 431,786 shares of
Common Stock (4.6%). Mr. Kress directly holds 395,486 shares of Common Stock
and beneficially owns 10,000 shares of Common Stock through employee stock
options("Options") issued under the Company's 1994 Omnibus Incentive Plan, as
Amended, (the "Omnibus Plan") which are exercisable within 60 days. Options
held by Mr. Kress relating to an additional 8,800 shares of Common Stock will
vest in equal parts on February 13, 1997 and 1998. Further options relating to
an additional 17,500 shares of Common stock held by Mr. Kress will vest 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 Mr. Kress 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) Mr. Kress has the sole power to vote and to direct the
voting and the sole power to dispose and direct the disposition of the
395,486 shares of Common Stock held directly by him. In addition, upon the
exercise, if any, of the Options, Mr. Kress 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 4,400 shares of Common Stock were
exercised for an aggregate exercise price of $24,200 by Mr. Kress on March
13, 1996, and sold for an aggregate sales price of $89,100 on the same date.
Mr. Kress sold 55,000 shares of Common Stock in an underwritten public
offering at a sales price of $24.57 per share on June 4, 1996. In addition,
Mr. Kress granted an option relating to 25,000 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 Mr. Kress will beneficially own will be
reduced to 4.0%.
(d) Not applicable.
(e) Mr. Kress ceased to be the beneficial owner of more than
five percent (5%) of the Common Stock on June 4, 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/ Gary A. Kress
--------------------------
Gary A. Kress
<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)
Gary A. Kress
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......................Gary A. Kress
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.............................456,886
8. Shared Voting Power...........................-0-
9. Sole Dispositive Power........................456,886
10. Shared Dispositive Power......................-0-
11. Aggregate Amount Beneficially Owned by Each
Reporting Person..............................456,886
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
/___/
13. Percent of Class Represented by Amount in Row 11.....5.7%
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 Gary A. Kress.
(b) (c) and (f) Mr. Kress is the Vice President of Regulatory
Affairs of the Company, whose business address is listed in Item 1. above.
Mr. Kress is a citizen of the United States.
(d) and (e) During the past five years, Mr. Kress 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
The source of the funds used by Mr. Kress to purchase 452,486
shares of Common Stock held directly by him was personal funds. Mr. Kress
purchased such shares of Common Stock for an aggregate amount of $60,000.
Item 4. Purpose of the Transaction
Mr. Kress acquired the shares of Common Stock reported hereby
for investment purposes. While acting in accordance with the Company's
Insider Trading Policy, Mr. Kress 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 Mr. Kress, 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, Mr. Kress 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) Mr. Kress is the beneficial owner of 456,886 shares of
Common stock (5.7%). Mr. Kress directly holds 452,486 shares of Common
Stock and beneficially owns 4,400 shares of Common Stock through employee stock
options ("Options") issued under the Company's 1994 Omnibus Incentive
Plan (the "Omnibus Plan") which are exercisable within 60 days. Options
held by Mr. Kress relating to an additional 8,800 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 Mr. Kress 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) Mr. Kress has the sole power to vote and to direct the
voting and the sole power to dispose and direct the disposition of the
452,486 shares of Common Stock held directly by him. In addition, upon the
exercise, if any, of the Options, Mr. Kress 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 4,400 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.
Mr. Kress 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/ Gary A. Kress_________
Gary A. Kress
