As filed with the Securities and Exchange Commission on August 26, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEROLOGICALS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-2142225
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
780 Park North Blvd., Suite 110
Clarkston, Georgia 30021
(404) 296-5595
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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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, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
DAVID S. ROSENTHAL
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [ x ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Amount Maximum Maximum
Class of Securities to be Offering Aggregate Amount of
to be Registered Registered Price per Offering Registration
(1) share (2) Price (2) Fee
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Common Stock, 950,000 $20.06 $19,057,000 $5,774.85
$.01 par value
per share
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(1) As such number may be amended due to adjustments arising out of any
recapitalization, reorganization, merger, consolidation, split-up, spin-
off, combination, exchange of shares or similar corporate event.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices of the Common Stock as reported on the Nasdaq Stock Market on
August 20, 1997.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the
Registration Statement shall become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED AUGUST 26, 1997
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
PROSPECTUS
950,000 Shares
[logo]
Common Stock
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The 950,000 shares (the "Shares") of common stock, $.01 par value (the
"Common Stock"), of Serologicals Corporation (the "Company") may be offered
for sale from time to time by and for the account of certain stockholders of
the Company (the "Selling Stockholders"). See "Selling Stockholders". The
Selling Stockholders acquired the Shares pursuant to a common stock purchase
agreement (the "Purchase Agreement") in a private placement transaction made
in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), afforded by
Section 4(2) thereof. The Company will not receive any proceeds from the
sale of the Shares being sold by the Selling Stockholders, but has agreed to
bear certain expenses of registration of the Shares. See "Plan of
Distribution".
The Common Stock trades on the Nasdaq Stock Market under the symbol
"SERO." On August 25, 1997, the last reported sale price of the Common
Stock on the Nasdaq National Market was $20.00 per share.
The Selling Stockholders from time to time may offer and sell the Shares
directly or through agents or broker-dealers on terms to be determined at the
time of sale. To the extent required, the names of any agent or broker-
dealer and applicable commissions or discounts and any other required
information with respect to any particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution".
See "Risk Factors" on page 5 for a discussion of certain factors that
should be considered by prospective purchasers of the Shares offered hereby.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ____________, 1997
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files,
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza Building, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and its regional
offices located at 7 World Trade Center, 13th Floor, New York, New York
10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such materials can be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.,
20549 at prescribed rates. The Commission maintains a Web Site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the
Company. The address of such site is http://www.sec.gov.
The Common Stock trades on The Nasdaq Stock Market. Reports, proxy
statements and other information concerning the Company can also be inspected
at the offices of The Nasdaq National Market, 1735 K Street, Washington, D.C.
20006.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect
to the Shares offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
such Common Stock, reference is made to such Registration Statement and
exhibits. A copy of the Registration Statement on file with the Commission
may be obtained from the Commission's principal office in Washington, D.C.,
upon payment of the fees prescribed by the Commission, or through the
Commission's Web Site.
Page 2
This Prospectus and the documents incorporated herein by reference contain
certain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, which generally can be identified
by the use of forward looking terminology such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "believe" or "continue" or the negative
thereof or other variations thereon or similar terminology, and/or which
include without limitation, statements regarding the following:
- - the Company's internal and external growth strategies, including the
ability of the Company to obtain additional licenses and capabilities for the
hyperimmunization of donors and the collection of specialty antibodies using
its monoclonal production capabilities to develop therapeutic monoclonal
antibodies; and the Company's ability to create economies of scale through
its ability to complete acquisitions;
- - certain trends in the industry, including increased demand for and
limited supply of antibodies in general; increased regulatory scrutiny by the
Food and Drug Administration, its effect on donors and the Company's ability
to respond; changing customer specifications and evolving industry and
customer standards; increased customer demands for higher quality and value-
added services; customers' use of fewer suppliers; and increasing barriers
to entry;
- - increased demand for anti-D, and the Company's advantage regarding its
on-going ability to continue to produce adequate quantities of its
proprietary anti-D vaccines
- - certain potential product and service development efforts the Company may
pursue or which are currently underway
- - the increased level of capital expenditures during the remainder of 1997
and the sufficiency of capital and liquidity to fund planned growth;
- - the renewal of certain agreements, including the automatic renewal of
certain long-term customer contracts; and
- - the adequacy of the Company's monoclonal production facilities.
These forward-looking statements are subject to certain risks,
uncertainties and other factors which could cause actual results to differ
materially, including but not limited to the factors described in "Risk
Factors" contained elsewhere in this Prospectus or incorporated herein, and :
- - the Company's ability to generate sufficient cash flows to support its
internal and external growth strategies;
- - the Company's ability to identify and recruit suitable acquisition
candidates in the future and to integrate and manage them;
- - changes in laws and regulations that could affect the Company's ability
to obtain additional and maintain existing regulatory licenses and approvals;
- - the effect of competition and regulatory scrutiny and changes in the
Company's ability to maintain and expand its donor and customer bases;
- - potential future technologies that could lessen or eliminate the need for
antibody products;
- - changes in industry trends, customer specifications, market demand and
potential foreign restrictions of the importation of the Company's products
that could impact internal and external growth, earnings and market share;
- - the Company's dependence on a few major customers and its ability to
maintain favorable supplier agreements and relationships; and
- - the Company's substantial reliance on two products: antibodies for anti-D
and IVIG.
Page 3
THE COMPANY
The Company is a leading worldwide provider of specialty human antibody-
based products and services to major healthcare companies. The Company's
services, including donor recruitment, donor management and clinical testing
services, enable the Company to provide value-added specialty products that
are used as the active ingredients in therapeutic products for the treatment
and management of such medical indications as Rh incompatibility in newborns,
rabies and hepatitis and in diagnostic products such as blood typing reagents
and diagnostic test kits. In addition, the Company collects antibodies for
the manufacture of intravenous immune globulin (IVIG), a product containing a
broad spectrum of antibodies for use in the treatment of a wide variety of
medical indications. As of June 30, 1997, the Company conducted its
operations through a national network of 58 donor centers and through
laboratories located in the United States and the United Kingdom. The
majority of the Company's specialty donor centers are strategically located
on or near medical campuses, enhancing the Company's ability to source
specialty antibodies from medical community referrals.
The Company competes primarily in the plasma-based products and services
industry, which encompasses a number of markets, with products ranging from
source plasma (the clear liquid portion of the blood characterized by
non-specific concentrations of antibodies) to specialty antibodies found in
source plasma and other specialty biologic components. Antibodies, also known
as immune globulins, are soluble components contained in plasma which are
produced by the immune system to fight specific diseases. The specialty
antibody segment of the industry is characterized by a growing demand for
therapeutic antibodies as an alternative to other more expensive and, for
many applications, less effective treatments, as well as constraints on the
supply of antibodies due to more rigorous donor screening procedures required
by regulatory authorities and manufacturers of antibody products. Specialty
antibody products range from those used to treat tetanus and cytomegalovirus
("CMV"), which the Company believes generally sell for approximately $90 to
$110 per liter, to high end products such as anti-D (an antibody used to
treat Rh incompatibility in newborns), anti-hepatitis and blood typing
reagents, which the Company believes generally sell for approximately $350 to
$700 per liter. By comparison, the average industry gross price of source
plasma is approximately $80 to $85 per liter. The Company's pricing for its
specialty antibodies averaged approximately $447 per liter in 1996, an
increase of approximately 8% over the previous year.
The Company's strategy is to enhance its leadership position in the
specialty antibody segment of the industry and to take advantage of emerging
opportunities relating to the provision of other specialty biologic products
and services. The key elements of this strategy include (i) expanding its
core business by increasing its donor base and broadening the range of
antibodies it sources and the specialty services it provides; (ii) pursuing
selective acquisitions to capitalize on consolidation opportunities in its
industry; (iii) expanding customer relationships by providing additional
services, allowing the Company to become more deeply involved in its
customers' product development, regulatory compliance and quality assurance
programs; (iv) increasing the quality of antibodies and production
efficiencies; and (v) utilizing its existing donor center network and
expertise in biologic product development, manufacturing techniques and
regulatory compliance to exploit emerging opportunities in healthcare
services.
The Company has captured what it believes are major shares in its key
specialty markets, based on what it believes is the most recent information
available on worldwide markets. The Company has established long standing
customer relationships with major healthcare companies such as Bayer
Corporation, Centeon, Ortho Diagnostics Systems (Johnson & Johnson) and
Abbott Laboratories. The Company's net sales increased at a compounded annual
growth rate of 38%, from $17.9 million in 1992 to $65.6 million in 1996.
During the same period, the Company's net income has increased from $528,000
in 1992 to $8.2 million in 1996. The Company has increased the number of
donor centers it operates from eight at the end of 1992 to 58 as of June 30,
1997, primarily through acquisitions.
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Unless the context otherwise requires, references in this Prospectus to
the "Company" subsequent to the Company's reorganization in November 1994
refer to Serologicals Corporation and its subsidiaries. References to the
"Company" prior to the Company's reorganization in November 1994 refer to
Serologicals, Inc., a Georgia corporation, and its subsidiaries. The
Company's principal executive offices are located at 780 Park North
Boulevard, Suite 110, Clarkston, Georgia 30021 and its telephone number is
(404) 296-5595.
Page 4
RISK FACTORS
In addition to the other information included or incorporated by
reference in this Prospectus, the following risk factors should be considered
carefully in evaluating the Company and its business before purchasing the
shares of Common Stock offered hereby.
Dependence on and Relationship with Customers
The industry in which the Company competes is characterized by sales to
a relatively few major healthcare companies. The Company's top ten customers
accounted for approximately 75%, 82% and 87% of the Company's net sales in
1994, 1995 and 1996, respectively. One of the Company's customers, Bayer
Corporation ("Bayer") accounted for approximately 35%, 50% and 56% of the
Company's net sales in 1994, 1995 and 1996, respectively. Bayer purchases the
majority of the Company's IVIG antibodies and a significant portion of its
anti-D. Another customer, Centeon, accounted for approximately 15% of the
Company's net sales in 1996. To date, most of the Company's antibody sales
have been made to major healthcare companies that have been customers for
many years; however, the majority of the specialty antibody sales have been
made pursuant to annual purchase orders. Moreover, the Company believes there
is a trend for these customers to use fewer suppliers. Loss of any major
customer or a material reduction in a major customer's purchases could have a
material adverse effect upon the Company.
The Company is in the third year of two five-year supply contracts with
Bayer for the sale of antibodies for IVIG. The contracts provide for
successive one-year renewals, unless notice is given by either party, and
commitments from Bayer to purchase specified amounts on an escalating basis
over the five-year term. The revenues provided under the contracts
represented approximately 35% of the Company's net sales in 1996. In
connection with the acquisition of Nations Biologics, Inc. and its affiliates
(the "Nations Group"), the Company acquired several supply contracts with
Alpha Therapeutic Corporation for the sale of IVIG antibodies collected at 12
of the 16 donor centers operated by the Nations Group and an additional
contract with Bayer for the sale of IVIG antibodies at the remaining four
donor centers. The Company also has a long-term supply contract with Abbott
Laboratories ("Abbott") for the provision of clinical diagnostic antibodies.
These long-term contracts generally provide for annual pricing
renegotiations. Most of the Company's other sales are made pursuant to annual
purchase orders. Under the purchase orders and the long-term contracts
referred to above, once established, the pricing remains fixed for the year.
As a result, the Company may be adversely affected if its costs of collecting
and selling its products rise during a given year because the Company may not
be able to pass on the increased costs until the next annual pricing, if at
all. There can be no assurance that these contracts will not be terminated
or that any such customer will not reduce its supply requirements pursuant to
the provisions therefor in such agreements.
Stringent Regulation
The Company's collection, storage, labeling, testing and distribution
activities are subject to strict regulation and licensing by the U.S. Food
and Drug Administration (the "FDA"). In addition, the Company's facilities in
the United States and abroad are subject to periodic inspection by the FDA.
There has been an increasing level of regulatory scrutiny in the industry by
the FDA resulting in more detailed and frequent inspections, and a greater
number of observations cited per inspection, deficiency notices and warning
letters. Failure to correct any deficiencies or to otherwise comply with
applicable laws or regulations could subject the Company to enforcement
action, including product seizures, recalls, center or facility closure,
license revocations and civil and criminal penalties, any one or more of
which could have a material adverse effect on the Company's business.
Changes in existing federal, state or foreign laws or regulations could also
have an adverse affect on the Company's business.
The Company is also subject to numerous industry- and customer-mandated
standards. Industry trade organizations, such as the American Blood
Resources Association ("ABRA"), and the Company's customers continually
evaluate their practices and procedures regarding new information or public
concerns over blood safety and diseases which may be transmitted from donors
through their blood or blood components. Based upon such evaluation, a
certain portion of the population may be prohibited from donating in the
future, or certain new testing and screening procedures may be required to be
performed with respect to certain donors. One specific concern currently
facing the industry is Creutzfeld-Jakob disease ("CJD"), a fatal disease
occurring sporadically in the world at an incidence of about one per million
population per year and which has been reportedly linked in some cases to
bovine spongiform encephalopathy, also know as "mad cow disease". While no
acceptable testing or screening procedure currently exists to detect CJD, it
has generally been found to have a higher incidence in the older population.
In response to this concern, effective in April 1997 and with respect to
certain products, one of the Company's customers ceased accepting antibodies
collected from donors over the age of 59. Another standard voluntarily
accepted by the industry which was adopted effective July 1, 1997 relates to
the acceptance of new donors. In an effort to further minimize the potential
that infected plasma could enter the manufacturing process undetected, all
new (i.e., first-time) donors' plasma is
Page 5
excluded from further manufacture until a negative set of test results is
also obtained on a second donation within six months, essentially precluding
one-time donations. Although the Company does not believe that the loss of
donors resulting from these new standards is likely to have a material impact
on its current operating results, there is no assurance that the long-term
impact of these requirements, or the imposition of other measures will not
have a material adverse effect on future operations.
One of the Company's strategies is to expand the collection of specialty
antibodies at certain of the Company's acquired non-specialty donor centers
at which primarily IVIG antibodies are currently collected. Before new donor
centers are opened or new specialty antibodies are collected at an existing
center, the centers, products, procedures and personnel must meet certain
regulatory standards to obtain necessary licenses and approvals. In addition,
the production and marketing of the Company's antibody products and its
ongoing product development activities in such products are subject to
extensive regulation by the FDA. The product approval process for new
products typically takes several years and involves considerable cost. The
Company is currently FDA approved to hyperimmunize donors for anti-D at 25 of
its 44 non-specialty donor centers, one of which is licensed to ship such
product. While the Company is seeking approval to commence shipping at the
remaining 24 centers, there can be no assurance that such, or other,
approvals or licenses sought by the Company will be granted or that FDA
reviews will not involve delays adversely affecting the marketing and sale of
the Company's product.
Laws and regulations with similar substantive and enforcement provisions
are also in effect in many states and foreign countries where the Company
does business. Any change in existing federal, state or foreign laws or
regulations, or in the interpretation or enforcement thereof, or the
promulgation of any additional laws or regulations could have an adverse
effect on the Company's business.
Foreign Restrictions on Importation of Blood Derivatives
Sales outside the United States in 1994, 1995 and 1996 represented
approximately 31%, 32% and 32%, respectively, of the Company's net sales for
those years. Foreign sales primarily are to European customers. Export sales
from the United States were $5.3 million, $11.6 million and $14.0 million
during 1994, 1995 and 1996, respectively. Concern over blood safety has led
to movements in a number of European and other countries to restrict the
importation of blood and blood derivatives, including antibodies, collected
outside the countries' borders or, in the case of certain European countries,
outside Europe. To date, these efforts have not led to any meaningful
restriction on the importation of blood and blood derivatives and have not
adversely affected the Company. Such restrictions, however, continue to be
debated and there can be no assurance that such restrictions will not be
imposed in the future. If imposed, such restrictions could have a material
adverse effect on the demand for the Company's products.
Restrictions on Antibody Supply and Demand
The Company believes that there are a number of factors increasing the
demand for antibody-based products. For example, in the treatment of certain
diseases such as rabies and Rh incompatibility in newborns, antibody-based
products remain the only generally accepted treatment or prevention for such
diseases. In addition, medical and scientific advances are increasing the
demand for antibodies for new and improved therapies, such as the March 1995
approval of anti-D to treat Idiopathic Thrombocytopenic Purpura (a platelet-
destroying disease common among AIDS patients).
The supply of antibodies for certain therapeutic and diagnostic products
has been impacted in recent years by reductions in the potential donor
population. Concern over the safety of blood products, including plasma, has
resulted in the adoption of more rigorous screening procedures by regulatory
authorities and manufacturers of plasma-based products. These procedures,
which include a more extensive investigation into a donor's background and
new tests to detect the presence of HIV, hepatitis viruses and other disease-
causing organisms, have disqualified numerous potential donors and
discouraged other donors who may be reluctant to undergo the screening
procedures. Supply has also decreased as the potential donor population with
certain specialty antibodies, particularly anti-D, has aged and been lost to
attrition. New age and other donor restrictions imposed by customers and the
industry may also reduce the supply in the future. Future changes in
government regulation relating to the collection and use of plasma or any
negative public perception about the plasma collection process could further
adversely affect the number and type of available donors and, consequently,
the overall plasma supply. Future fluctuations in the demand for or supply
of plasma could adversely affect the Company. See "-Stringent Regulation,"
"-Foreign Restrictions on Importation of Blood Derivatives" and "-
Competition; Technological Change".
Page 6
Reliance on Few Products
The Company's top two products (antibodies for IVIG and anti-D)
accounted for approximately 35% and 32%, respectively, of the Company's net
sales in 1996. Loss of either major product line or a material reduction in
worldwide demand for such product line could have a material adverse effect
on the Company.
Acquisition Strategy and Related Capital Requirements
To take advantage of the consolidation trend in the industry and expand
its product and service portfolio, a significant component of the Company's
strategy has and continues to include growth through acquisitions. The
Company is subject to various risks associated with an acquisition growth
strategy, including the risk that the Company will be unable to identify and
recruit suitable acquisition candidates in the future or to integrate and
manage them or that any acquisition will ultimately be profitable. In
addition, increasing competition may increase purchase prices for
acquisitions to levels that exceed the Company's financial resources or that
reduce economic return to the Company. The Company's expansion strategy may
also require significant capital resources, and the Company expects to use
cash, bank borrowings and securities, including convertible indebtedness and
Common Stock, as the principal consideration for future acquisitions.
Capital is needed not only for acquisitions, but also for the effective
integration, operation and expansion of such businesses. In the event that
the Common Stock does not maintain a sufficient valuation or potential
acquisition candidates are unwilling to accept Common Stock as
consideration, the Company will be required to use more cash resources or
use other securities as consideration. Although the Company's $20 million
bank credit facility provides up to $15 million for acquisition financing,
none of which is currently outstanding, the Company may need to raise
capital through the issuance of other long-term or short-term indebtedness
or the issuance of its securities in private or public transactions, which
could result in dilution of existing equity positions, increased interest
and amortization expense or decreased income to fund future expansion. There
can be no assurance that acceptable financing for future acquisitions or for
the integration and expansion of existing business can be obtained.
A significant factor in the Company's recent growth is attributable to
the acquisition of donor centers, 49 of which have been completed since the
end of 1993. Should the Company be unable to locate, purchase and
successfully incorporate additional candidates as mentioned above, it is
unlikely the Company would be able to continue to grow at its historical rate
solely through internal sources, which could adversely affect the market
valuation of the Common Stock.
Competition; Technological Change
The Company is engaged in the business of providing antibodies, which
is a competitive and changing field. Competition for customers depends
principally on the ability to provide products of the quality and in the
quantity required by customers. The Company competes for donors, primarily
on a local level, with donor centers operated by independent commercial
plasma collection companies and, in some instances, by customers of the
Company. Certain of the Company's specialty antibody products are derived
from donors with rare antibody characteristics, resulting in increased
competition for such donors. If the Company is unable to maintain and expand
its donor base, its business and future prospects will be adversely
affected. Additionally, several companies are attempting to develop and
market products to treat diseases based upon technology which would lessen
or eliminate the need for antibodies. Such products, if successfully
developed and marketed, could adversely affect the demand for certain
antibodies. There can be no assurance that competition will not adversely
affect the Company.
Dependence on Key Personnel
The success of the Company's operations is dependent upon the experience
and ability of its senior management, Harold J. Tenoso, Ph.D., Terry Dobson,
Russell H. Plumb, Charles P. Harrison, Ann Hoppe and Toby Simon, M.D., each
of which is a party to an employment agreement with the Company. The Company
does not maintain any key-man insurance on its senior management. The loss of
any of such persons could have an adverse effect on the Company's business.
Page 7
Risk of Professional and Product Liability; Availability of Insurance
To increase the concentration of specialty antibodies it provides, the
Company immunizes qualified donors using either commercially available
vaccines or a proprietary vaccine developed from the red blood cells selected
from certified cell donors. Although the Company believes that it takes the
precautions required by applicable regulations to minimize the risks of
adverse reaction to a vaccine or the risk of infectious disease transmission
via such cells, these risks cannot be entirely eliminated. Despite the
precautions taken, in the event of adverse reactions in donors, the Company
could be held liable for any damages that result, and such liability could
adversely affect the Company.
The Company's operations also expose it to liability risks that are
inherent in the testing, manufacturing and marketing of antibody-based
products. The Company currently maintains what it believes is adequate
professional, product liability and errors and omissions insurance. There can
be no assurance that the coverage limits of such insurance would be adequate
to protect the Company against any potential claims, including claims based
upon the transmission of infectious disease, or otherwise. In addition, there
can be no assurance that the Company will be able to obtain or maintain
professional or product liability insurance in the future on acceptable terms
or with adequate coverage against potential liabilities.
Dependence Upon Single Source Suppliers
The Company purchases certain supplies for its operations from single
source suppliers. The disruption of existing supply relationships could
impair the Company's ability to process, manufacture and test products or
cause the Company to incur costs associated with the development of
alternative sources. In addition, in some instances FDA approval would be
required to replace or substitute a supplier or component used by the
Company. Any such disruption could result in delays in obtaining antibodies
or making product shipments, which could have a material adverse effect on
the Company's financial condition and results of operations.
Risks Associated with International Operations
The Company generates sales outside the United States and is subject to
risks generally associated with international operations. The Company's U.K.
operations, which accounted for approximately 18% and 15% of the Company's
net sales in 1995 and 1996, respectively, generate net sales and incur
expenses in foreign currencies. Accordingly, the Company's financial results
from international operations may be affected by fluctuations in currency
exchange rates.
Certain Anti-takeover Provisions
Certain provisions of the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws could have the effect of
discouraging a third party from pursuing a non-negotiated takeover of the
Company and preventing certain changes in control. These provisions include a
staggered board, advance notice to the Board of Directors of stockholder
proposals and stockholder nominees, limitations on the ability of
stockholders to remove directors, call stockholders meetings and act by
written consent, the provision that vacancies in the Board of Directors may
be filled only by a majority of the remaining directors and the ability of
the Board of Directors to issue, without further stockholder approval,
preferred stock with rights and privileges which could be senior to the
Common Stock. The Company also is subject to Section 203 of the Delaware
General Corporation Law which, subject to certain exceptions, prohibits a
Delaware corporation from engaging in any of a broad range of business
combinations with any "interested stockholder" for a period of three years
following the date that such stockholder became an interested stockholder.
These provisions could discourage a third party from pursuing a takeover of
the Company at a price considered attractive by many stockholders, since such
provisions could have the effect of preventing or delaying a potential
acquirer from achieving control of the Company and its Board of Directors.
Volatility of Stock Price
There has been significant volatility in the market price of securities
of healthcare companies and emerging companies generally, and the Company in
particular, that often has been unrelated to the operating performance of
such companies. The Company believes that factors such as legislative,
regulatory and technological developments, failure to meet securities
analysts' performance expectations and quarterly variations in financial
results could cause the market price of the Common Stock to fluctuate
substantially.
PAGE 8
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be received by
the Selling Stockholders.
SELLING STOCKHOLDERS
On August 14, 1997, the Company entered into the Purchase Agreement
relating to the sale of the Shares being registered hereby in a private
placement transaction made in reliance upon the exemption from the
registration requirements of the Securities Act, afforded by Section 4(2)
thereof. The net proceeds to the Company from the sale of the Shares are
expected to be approximately $17.5 million, and will be used for general
corporate purposes, including strategic acquisitions and investments.
Pursuant to the same transaction, one of the Company's stockholders agreed to
sell 250,000 shares of Common Stock; the Company will receive none of the
proceeds from such sale.
The Shares offered pursuant to this Prospectus may be offered from time
to time by the Selling Stockholders named below in accordance with the
provision under "Plan of Distribution":
Shares of Common Stock
Common Stock Benefically
Beneficially Owned After
Owned Prior To be the Offering
to the Offered ------------------
Selling Stockholder Offering (1) (2) Amount Percent(3)
- ---------------------- ------------- ------- -------- -------
Franklin Small Cap
Growth Fund................918,900 150,000 768,900 5.3%
Franklin Equity Fund ........300,000 300,000 -- *
The Kaufmann Fund............697,800 97,800 600,000 4.1
Mentor Growth Fund...........280,850 114,300 166,550 1.1
Wells Capital Management.....202,450 50,000 152,450 1.0
Wasatch Aggressive Equity
Fund....................... 97,400 97,400 -- *
Sturdy Memorial Hospital
Retirement Plan............ 5,500 5,500 -- *
Field Museum................. 9,700 9,700 -- *
Partners Healthcare Systems.. 11,300 11,300 -- *
Partners Healthcare ERISA.... 11,800 11,800 -- *
Asarco....................... 13,500 13,500 -- *
Charles Schwab Trust Company. 9,800 9,800 -- *
Levitz Furniture............. 4,100 4,100 -- *
Abner Kigman Trust #4........ 300 300 -- *
Abner Kingman Trust #5....... 300 300 -- *
National Judicial College.... 3,900 3,900 -- *
First Security Bank, N.A..... 8,400 8,400 -- *
M.J. Murdock................. 6,200 6,200 -- *
Teachers Union of Illinios
Retirement Fund............ 15,100 5,700 9,400 *
University of Florida
Foundation................. 7,000 7,000 -- *
Montgomery Ward.............. 10,000 10,000 -- *
Loral Corp.-McStay Small Cap. 18,000 18,000 -- *
Peabody Holding Co........... 6,000 6,000 -- *
ACF/CRF Joint Fund........... 9,000 9,000 -- *
- ----------------
* Less than 1%
(1) Based on information furnished to the Company by each Selling
Stockholder.
(2) Assumes the sale by such Selling Stockholder of all shares of Common
Stock covered by this Prospectus.
(3) Shares beneficially owned expressed as a percentage of the shares of the
Common Stock outstanding as of August 12, 1997.
PAGE 9
PLAN OF DISTRIBUTION
Any or all of the Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may from time to time offer the Shares through underwriters,
dealers or agents who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
the purchasers of the Shares for whom they may act as agents. The Selling
Stockholders and any such underwriters, dealers or agents that participate in
the distribution of the Shares may be deemed to be underwriters under the
Securities Act, and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commission under the Securities Act. The Shares
may be sold from time to time in one or more transactions at a fixed offering
price, which may be changed, or at varying prices determined at the time of
sale or at negotiated prices. The distribution of the Shares by the Selling
Stockholders may be effected in one or more transactions that may take place
on the Nasdaq Stock Market, including ordinary brokers' transactions,
privately-negotiated transactions or through sales to one or more broker-
dealers for resale of such Shares as principals, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage
fees, discounts and commissions may be paid by the Selling Stockholders in
connection with such sales of securities.
At the time a particular offer of the Shares is made, to the extent
required, a supplement to this Prospectus will be distributed (or, if
required, a post-effective amendment to the Registration Statement of which
this Prospectus is a part will be filed) which will identify the specific
Shares being offered and set forth the aggregate amount of Shares being
offered, the purchase price and the terms of the offering, including the name
or names of the Selling Stockholders and of any underwriters, dealer or
agents, the purchase price paid by any underwriter for Shares purchased from
the Selling Stockholders, and discounts, commissions and other items
constituting compensation from the Selling Stockholders and any discounts,
commission or concessions allowed or reallowed or paid to dealers, including
the proposed selling price to the public. In addition, an underwritten
offering will require clearance by the National Association of Securities
Dealers, Inc. of the underwriter's compensation arrangements. The Company
will not receive any of the proceeds from the sale by the Selling
Stockholders of the Shares offered hereby. All of the filing fees and other
expenses of this Registration Statement will be borne in full by the Company,
other than any underwriting fees, discounts and commissions relating to this
Offering.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
of the Shares registered hereunder in the course of hedging the positions
they assume with Selling Stockholders. The Selling Stockholders may also sell
shares short and redeliver the Shares registered hereunder to close out short
positions. The Selling Stockholders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-
dealer of the Shares registered hereunder, which the broker-dealer may resell
or otherwise transfer pursuant to this Prospectus. The Selling Stockholders
may also loan or pledge the Shares registered hereunder to a broker-dealer
and the broker-dealer may sell the Shares so loaned or upon a default the
broker-dealer may effect sales of the pledged Shares pursuant to this
Prospectus. As of the date of this Prospectus, to the Company's knowledge,
there are no selling arrangements between any Selling Stockholder and any
broker-dealer.
Pursuant to the Purchase Agreement, the Company has filed the
Registration Statement, of which this Prospectus forms a part, with respect
to the sale of the Shares. The Company has agreed to use its reasonable best
efforts to keep the Registration Statement current and effective through the
earlier of the sale of all of the Shares or two years following the effective
date of the Registration Statement.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Shares may not be sold
unless the Shares have been registered or qualified for sale in such state,
or unless an exemption from registration or qualification is available and
obtained.
In addition to sales pursuant to the Registration Statement of which
this Prospectus forms a part, the Shares may be sold in accordance with Rule
144.
Legal Matters
Certain legal matters will be passed upon for the Company by Shereff,
Friedman, Hoffman & Goodman, LLP, New York, New York.
Page 10
Experts
The Consolidated Financial Statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 29, 1996
incorporated by reference herein and the Combined Financial Statements of The
Nations Group as of and for the year ended December 31, 1996 included in the
Company's Current Report on Form 8-K, as amended on May 2, 1997, incorporated
by reference herein have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and
are incorporated herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
Page 11
Incorporation of Certain Information by Reference
The following documents, which have been filed by the Company with the
Commission, are incorporated in this Prospectus by reference and shall be
deemed part hereof:
(a) Annual Report on Form 10-K for the year ended December 29, 1996;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 30, 1997 and
June 29, 1997;
(c) The description of the Common Stock appearing in the Company's
Registration Statement on Form 8-A filed with the Commission under the
Exchange Act;
(d) Current Report on Form 8-K filed on March 21, 1997 (as amended by Form
8-K/A filed on May 2, 1997);
(e) Current Report on Form 8-K filed on August 19, 1997; and
(f) Proxy Statement dated April 21, 1997 relating to the 1997 Annual Meeting
of Stockholders.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
Prospectus, in a supplement to this Prospectus or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed supplement to this
Prospectus or in any document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any
or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to Serologicals
Corporation, 780 Park North Boulevard, Suite 110, Clarkston, Georgia 30021,
Attention: Investor Relations (telephone number: 404-296-5595).
Page 12
=============================================================================
No person is authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this Pro-
spectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or any underwriter.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the shares of Common Stock offered
hereby, nor does it constitute an offer to sell or a solicitation to buy any
of the securities offered hereby to any person in any jurisdiction in which
it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any date subsequent to the date hereof.
--------------
TABLE OF CONTENTS
Page
----
Available Information 2
The Company 4
Risk Factors 5
Use of Proceeds 9
Selling Stockholders 9
Plan of Distribution 10
Legal Matters 10
Experts 11
Incorporation of Certain Information by Reference 12
=============================================================================
950,000 Shares
[LOGO]
Common Stock
-------------------
P R O S P E C T U S
__________, 1997
-------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with this Offering
are:
SEC Registration fee $ 5,775
NASDAQ listing fee 17,500
Accounting fees and expenses* 5,000
Legal fees and expenses* 5,000
Printing costs* 1,000
Blue sky fees and expenses* 0
Transfer agent's fees 0
-------
Total $34,275
=======
- ---------
* Estimated
Item 15. Indemnification of Directors and Officers.
The indemnification of officers and directors of the Company 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. 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 if such person acted in good faith and in a
manner he 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 had no reasonable cause to believe his 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 shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him. 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 Company
(the "Certificate") provides that no director of the Company shall be
personally liable to the Company 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 Company 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 Company 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 the By-laws or otherwise.
Pursuant to indemnification agreements with certain of its executive
officers and directors, the Company has agreed to indemnify such executive
officers (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 Company or any subsidiary
thereof.
The Company 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 Company against such loss
but only when the Company 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 16. Exhibits
4.1 Specimen Common Stock Certificate. (Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 33-91176), effective June 14,
1995, is hereby incorporated by reference)
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP regarding
legality of shares being issued *
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (contained in
Exhibit 5.1).*
* Filed herewith
Item 17. Undertakings.
(a) Indemnification
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 Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against 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 Securities Act of 1933 and will be governed
by the final adjudication of such issue.
(b) The Registrant hereby undertakes:
(1) To file, during any period in which any offers or sales are
being made, a post effective amendment to the 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 aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any other material change to such information in the
registration statement.
Provided, however, that paragraphs (b)(1)(i) and (b)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form 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 purposes of determining liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities which are being registered which remain
unsold at the termination of the offering.
(4) That for 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 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Serologicals Corporation has duly caused this
registration statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized on August 26, 1997.
SEROLOGICALS CORPORATION
(Registrant)
/s/ Harold J. Tenoso, Ph.D.
---------------------------
By: Harold J. Tenoso, Ph.D.
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
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 and all capacities to execute and sign any and all
amendments to this Registration Statement, and 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 his or their 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, this
registration statement on Form S-3 has been signed below by the following
persons on behalf of Serologicals Corporation and in the capacities indicated
on August 26, 1997:
Signature Title
- -------------------------------- -------------------------------------
/s/ Harold J. Tenoso, Ph. D. President, (Chief Executive Officer)
- -------------------------------- and Director
Harold J. Tenoso, Ph. D.
/s/ Russell H. Plumb Vice President/Chief Financial
- -------------------------------- Officer (Principal Financial
Russell H. Plumb and Accounting Officer)
/s/ Samuel A. Penninger, Jr. Chairman of the Board of Directors
- --------------------------------
/s/ Samuel A. Penninger, Jr.
/s/ James L. Currie Director
- --------------------------------
James L. Currie
/s/ George M. Shaw, MD., Ph.D. Director
- --------------------------------
George M. Shaw, MD., Ph.D.
/s/ Lawrence E. Tilton Director
- --------------------------------
Lawrence E. Tilton
/s/ Matthew C. Weisman Director
- --------------------------------
Matthew C. Weisman
EXHIBIT 5.1
August 26, 1997
Serologicals Corporation
780 Park North Boulevard
Suite 110
Clarkston, GA 30021
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-3 (the "Registration Statement"), relating to the offer
and sale of 950,000 shares of common stock, par value $.01 per
share (the "Common Stock"), of the Company, all of which shares
will be offered and sold by certain selling stockholders (the
"Selling Stockholders"). This opinion is an exhibit to the
Registration Statement.
We have acted as special corporate and securities counsel to
the Company with respect to certain corporate and other
proceedings taken by or on behalf of the Company in connection
with the proposed offer and sale by the Selling Stockholders of
the Common Stock as contemplated by the Registration Statement.
We note that we are members of the Bar of the State of New
York and do not represent ourselves to be expert in the laws of
any other state or jurisdiction. Insofar as this opinion may
involve the laws of the State of Delaware, our opinion is based
solely upon our reading of the Delaware General Corporation Law
as reported in the Prentice-Hall Corporation Law Service, except
that our opinion as to the due incorporation and valid existence
of the Company is based solely upon a Certificate of Good
Standing obtained from the Secretary of State of the State of
Delaware. 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 and all amendments
thereto, its By-Laws as presently in effect, minutes and other
instruments evidencing actions taken by its directors and
stockholders, the Registration Statement and exhibits thereto and
the Common Stock Purchase Agreement dated August 14, 1997
pursuant to which the Selling Stockholders purchased the Shares
(the "Purchase Agreement") and such other documents and
instruments relating to the Company and the proposed offering as
we have deemed necessary under the circumstances.
Based on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is
validly existing under the laws of the State of Delaware and has
authorized capital stock consisting of 50,000,000 shares of
Common Stock and 1,000,000 shares of Preferred Stock, par value
$.01 per share.
2. The 950,000 shares of Common Stock to be sold by
the Selling Stockholders have been duly authorized and, when
issued and delivered against payment therefor in accordance with
the terms of the Purchase Agreement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and as an exhibit to any
application under the securities or other laws of any state of
the United States, which relate to the offering which is the
subject of this opinion, and to the reference to this firm
appearing under the heading "Legal Matters" in the prospectus
which is contained in the Registration Statement.
This opinion is as of the date hereof and is limited to the
laws in effect as of the date hereof, and we undertake no
obligation to advise you of any change, whether legal or factual,
in any matter set forth herein. 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
proceeding paragraph.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
SFH&G:DSR:SMZ:JR
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, 1997 included in Serologicals
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996 and to all references to our firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
August 22, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated April 18, 1997
and to all references to our firm incorporated by reference
in Serologicals Corporation's Form S-3.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
August 20, 1997
