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
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(Title of Class of Securities)
817523 10 3
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(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)
February 28, 1997
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(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>
13D
CUSIP No. 817523 10 3 Page 2 of 5
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harold J. Tenoso, Ph.D.
2. Check the Appropriate Box if a 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 845,613
8. Shared Voting Power -0-
9. Sole Dispositive Power 845,613
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
845,613
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares /__/
13. Percent of Class Represented by Amount in Row 11
5.6%
14. Type of Reporting Person IN
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 734,238 were issued
pursuant to his employment agreement and of which 190,875 were issued under
the Company's 1994 Omnibus Incentive Plan ("Omnibus Plan"). The 7,500 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 pursuant to
the Omnibus Plan as incentive compensation. 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 845,613 shares of Common
Stock (5.6%). Dr. Tenoso directly holds 7,500 shares of Common Stock and
beneficially owns 838,113 shares of Common Stock through Options issued under
his employment agreement and under the Omnibus Plan which are exercisable
within 60 days of the date of this filing. Options held by Dr. Tenoso
relating to an additional 12,000 shares of Common Stock will vest on March
10, 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 14,159,900 outstanding
shares of Common Stock on March 7, 1997, as reported by the Company in its
Preliminary Proxy Statement filed March 14, 1997.
(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 7,500
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) On February 25, 1997, pursuant to the Omnibus Plan, Dr. Tenoso
was granted options to purchase 46,875 shares of Common Stock at the then
fair market value. Such options were fully vested upon grant.
On February 27, 1996, Dr. Tenoso was granted options to
purchase 60,000 shares of Common Stock at the then fair market value. Such
options vested over four years, but were eligible for accelerated vesting
based on the Company obtaining certain financial objectives. On February 27,
1997, pursuant to the terms of the option grant and the Company obtaining its
financial objectives, these options became fully vested.
(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
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: March 20, 1997
/s/ Harold J. Tenoso, Ph.D.
___________________________
HAROLD J. TENOSO, Ph.D.
