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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
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
________________________________________________
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, 250,000 shares $23.50(2) $5,875,000(2) $2,025.86
par value
$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), based 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
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by Serologicals
Corporation, a Delaware corporation (the "Registrant"), with the Securities
and Exchange Commission (the "Commission"), are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1996; and
(c) The Registrant's Current Report on Form 8-K dated March 6, 1996 as
amended by its Current Report on Form 8-K/A dated April 30, 1996; and
(d) The section of the Registrant's Form 8-A, filed on May 17, 1995,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), entitled "Description of Registrant's Securities to be
Registered."
In addition, all documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the time of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The indemnification of officers and directors of the Registrant is governed
by Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") and the Amended and Restated Certificate of Incorporation of the
Registrant. Among other things, the DGCL permits indemnification of a
director, officer, employee or agent in civil, criminal, administrative or
investigative actions, suits or proceedings (other than an action by or in
the right of the corporation) to which such person is a party or is
threatened to be made a party by reason of the fact of such relationship with
the corporation or the fact that such person is or was serving in a similar
capacity with another entity at the request of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
<PAGE>
settlement actually and reasonably incurred by him or her if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. No indemnification may be made in
any such suit to any person adjudged to be liable to the corporation unless
and only to the extent that the Delaware Court of Chancery or the court in
which the action was brought determines that, despite the adjudication of
liability, such person is under all circumstances, fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Under the DGCL, to the extent that a director, officer, employee or agent is
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding or any claim, issue or matter therein (whether or not the suit is
brought by or in the right of the corporation), he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her. In all cases in which indemnification is
permitted (unless ordered by a court), it may be made by the corporation only
as authorized in the specific case upon a determination that the applicable
standard of conduct has been met by the party to be indemnified. The
determination must be made by a majority vote of a quorum consisting of the
directors who were not parties to the action or, if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders. The statute authorizes the corporation to pay expenses
incurred by an officer or director in advance of a final disposition of a
proceeding upon receipt of an undertaking by or on behalf of the person to
whom the advance will be made, to repay the advances if it shall ultimately
be determined that he was not entitled to indemnification. The DGCL provides
that indemnification and advances of expenses permitted thereunder are not to
be exclusive of any rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The DGCL also
authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether
the corporation would have the statutory power to indemnify such persons
against the liabilities insured.
The Amended and Restated Certificate of Incorporation of the Registrant
(the "Certificate") provides that no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of the
DGCL or (iv) for any transaction from which the director derived an improper
personal benefit.
In addition, the Certificate provides that directors, officers and
others shall be indemnified to the fullest extent authorized by the DGCL, as
in effect (or, to the extent indemnification is broadened, as it may be
amended), against any and all expense, liability and loss (including
settlement) reasonably incurred or suffered by such person in connection with
such service. The Certificate further provides that, to the extent permitted
by law, expenses so incurred by any such person in defending any such
proceeding shall, at his request, be paid by the Registrant in advance of the
final disposition of such action or proceeding.
The Certificate provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition shall not be exclusive of any other right which any person
may have or acquire under any law, provision of By-laws or otherwise.
<PAGE>
Pursuant to indemnification agreements with certain of its executive
officers and director the Registrant has agreed to indemnify such persons
(including their respective heirs, executors and administrators) to the
fullest extent permitted by the DGCL against all expenses and liabilities
reasonably incurred in connection with or arising out of any action, suit or
proceeding in which such executive officer or director may be involved by
reason of having been a director or officer of the Registrant or any
subsidiary thereof.
The Registrant maintains directors and officers liability and company
reimbursement insurance which, among other things (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity as
such and (ii) provides for payment on behalf of the Registrant against such
loss but only when the Registrant shall be required or permitted to indemnify
directors or officers for such loss pursuant to statutory or common law or
pursuant to duly effective certificate of incorporation or by-law provisions.
Item 7. Exemption from Registration Claimed.
Not applicable.
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).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
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(iii) To 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;
provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the registration statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<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)
<PAGE>
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).
EXHIBIT 5.1
Opinion of Shereff, Friedman, Hoffman & Goodman, LLP
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 250,000 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 1996
Employee Stock Purchase Plan (the "Plan"). 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
plan 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 Plan 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 Plan, 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 Plan
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,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
EXHIBIT 23.1
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
