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As filed with the Securities and Exchange Commission on May 15, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________
SEROLOGICALS CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 58-2142225
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
780 Park North Blvd., Suite 110
Clarkston, Georgia 30021
(Address of principal executive offices) (Zip Code)
SEROLOGICALS CORPORATION
AMENDED AND RESTATED 1994 OMNIBUS
INCENTIVE PLAN;
SEROLOGICALS CORPORATION
1995 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN, AS AMENDED
(Full title of the Plans)
________________________________________________
Harold J. Tenoso, Ph.D.
President and Chief
Executive Officer
Serologicals Corporation
780 Park North Blvd., Suite 110
Clarkston, Georgia 30021
(404) 296-5595
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
David S. Rosenthal, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
Offering Aggregate Fee
Price Offering
Per Share Price
_____________________________________________________________________________
Common Stock, 1,268,000 $23.50(2) $28,384,402.50(2) $9,787.73
par value shares
$0.01 per share
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(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), with options for 27,041 shares having been granted
at an exercise price of $15.00 per share, options for 236,750 shares having
been granted at an exercise price of $18.50 per share, and the remaining
1,004,209 shares on the basis of the average of the high and low sale prices
of the Registrant's Common Stock as quoted on The Nasdaq National Market on
May 10, 1996.
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<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note:
This Registration Statement on Form S-8, filed in connection with the
issuance of additional shares of Common Stock of Serologicals Corporation, a
Delaware corporation (the "Registrant"), under the Serologicals Corporation
Amended and Restated 1994 Omnibus Incentive Plan and the Serologicals
Corporation 1995 Non-Employee Directors' Stock Option Plan, constitutes a new
registration statement. The contents of the Registration Statement on Form
S-8, File No. 33-97640 (filed October 2, 1995) are incorporated herein by
reference.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement:
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this
registration statement).
<PAGE>
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 the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clarkston, State of Georgia, on this 15th day of
May, 1996.
SEROLOGICALS CORPORATION
By: /s/ Harold J. Tenoso
---------------------
Harold J. Tenoso, Ph.D.
President, Chief Executive Officer and
Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Harold J. Tenoso, Ph.D. and
Russell H. Plumb, and each of them (with full power of each of them to act
alone), his true and lawful attorneys-in-fact, with full power of substitution
and resubstitution for him and on his behalf, and in his name,
place and stead, in any all capacities to execute and sign any and all
amendments or post-effective amendments to this registration statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof and the Registrant hereby confers like authority on its
behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Harold J. Tenoso President, Chief Executive Officer May 15, 1996
- --------------------- and Director (Principal Executive
Harold J. Tenoso, Ph.D. Officer)
/s/ Samuel A. Penninger, Jr. Chairman of the Board of Directors May 15, 1996
- ----------------------------
Samuel A. Penninger, Jr.
/s/ Marcia T. Bates Director May 15, 1996
- --------------------
Marcia T. Bates
/s/ James L. Currie Director May 15, 1996
- --------------------
James L. Currie
/s/ George M. Shaw Director May 15, 1996
- -------------------
George M. Shaw, M.D., Ph.D.
/s/ Matthew C. Weisman Director May 15, 1996
- -----------------------
Matthew C. Weisman
/s/ Russell H. Plumb Vice President, Finance and May 15, 1996
- --------------------- Administration and Chief Financial
Russell H. Plumb Officer (Principal Financial and
Accounting Officer)
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SEROLOGICALS CORPORATION
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
Sequentially
Numbered
Exhibit
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this registration
statement).
<PAGE>
May 15, 1996
Serologicals Corporation
780 Park North Blvd., Suite 110
Clarkston, GA 30021
Ladies and Gentlemen:
On the date hereof, Serologicals Corporation, a Delaware
corporation (the "Company"), intends to transmit for filing with the
Securities and Exchange Commission, a Registration Statement on Form S-8 (the
"Registration Statement"), relating to 1,268,000 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock"), of the Company
which may be offered from time to time pursuant to the Company's Amended and
Restated 1994 Omnibus Incentive Plan and its 1995 Non-Employee Directors'
Stock Option Plan, as amended (together, the "Plans"). This opinion is an
exhibit to the Registration Statement.
We have at times acted as counsel to the Company with respect to
certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings taken by or on
behalf of the Company in connection with the proposed offer and sale of the
Shares as contemplated by the Registration Statement. We have examined
copies (in each case signed, certified or otherwise proven to our
satisfaction to be genuine) of the Company's Certificate of Incorporation as
presently in effect, its By-Laws as presently in effect, minutes and other
instruments evidencing actions taken by its directors and stockholders, the
Plans and such other documents and instruments relating to the Company and
the proposed offering as we have deemed necessary under the circumstances.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance are the same as such laws, rules and regulations in
effect as of the date hereof.
We note that we are members of the Bar of the State of New York and
that we are not admitted to the Bar in the State of Delaware. To the extent
that the opinions expressed herein involve the law of the State of Delaware,
such opinions are based solely upon our reading of the Delaware General
Corporation Law as reported by Prentice-Hall Legal and Financial Services.
Based on the foregoing, and subject to and in reliance on the
accuracy and completeness of the information relevant thereto provided to us,
it is our opinion that the Shares to be issued pursuant to the Plans
(including upon the proper exercise of options granted pursuant to the Plans)
have been duly authorized and, subject to the effectiveness of the
Registration Statement and compliance with applicable state securities laws,
when issued in accordance with the terms set forth in the Plans and options
issued under the Plans, will be legally and validly issued, fully paid and
nonassessable.
It should be understood that nothing in this opinion is intended to
apply to any disposition of the Shares which any participant in the Plans
might propose to make.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and as an exhibit to any filing made by the
Company under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing of
the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose, except as expressly provided in
the preceding paragraph, without our express written consent, and no party
other than you is entitled to rely on it. This opinion is rendered to you as
of the date hereof and we undertake no obligation to advise you of any
change, whether legal or factual, after the date hereof.
Very truly yours,
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
EXHIBIT 23.1
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 6, 1996
included in Serologicals Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 and our report dated April 10, 1996
included in Serologicals Corporation's Current Report on Form 8-K/A dated
April 30, 1996, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 10, 1996
