As filed with the Securities and Exchange Commission on August 2, 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
1996 UK SHARESAVE SCHEME
(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 Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- --------------------------------------------------------------------------
Common Stock,
par value 20,000
$0.01 per share shares $24.25(2) $485,000(2) $167.24
(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 July 25, 1996.
<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;
(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.
<PAGE>
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 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.
<PAGE>
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.
Pursuant to indemnification agreements with certain of its
executive officers and directors, 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.
<PAGE>
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;
(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;
<PAGE>
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 1934) 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 Clarkson, State of Georgia, on
this 30th day of July, 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 Aug. 2 1996
- --------------------- Officer and Director
Harold J. Tenoso, Ph.D. (Prinicpal Executive Officer)
/s/ Samuel A. Penninger, Jr. Chairman of the Board of Aug. 2 1996
- ---------------------------- Directors
Samuel A. Penninger, Jr.
/s/ Marcia T. Bates Director Aug. 2 1996
- --------------------
Marcia T. Bates
/s/ James L. Currie Director Aug. 2 1996
- --------------------
James L. Currie
/s/ George M. Shaw Director Aug. 2 1996
- -------------------
George M. Shaw, M.D., Ph.D.
/s/ Lawrence E. Tilton Director Aug. 2 1996
- -----------------------
Lawrence E. Tilton
/s/ Matthew C. Weisman Director Aug. 2 1996
- -----------------------
Matthew C. Weisman
/s/ Russell H. Plumb Vice President, Finance and Aug. 2 1996
- --------------------- Administration and Chief
Russell H. Plumb Financial Officer (Principal
Financial and Accounting Officer)
<PAGE>
SEROLOGICALS CORPORATION
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Page
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
August 2, 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 20,000 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 UK Sharesave Scheme (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. We are not opining herein as to the laws of the United Kingdom.
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, 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
SFH&G, LLP:DSR:GA:JRS
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
ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 29, 1996
