<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 0-26126
SEROLOGICALS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 58-2142225
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
780 PARK NORTH BLVD., STE. 110 30021
CLARKSTON, GEORGIA (Zip Code)
(Address of principal
executive offices)
(404) 296-5595
(Registrant Telephone Number Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past (90) days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K / /
The aggregate market value of the shares of common stock held by
non-affiliates (based upon the closing sale price on The Nasdaq Stock Market) on
March 20, 1998 was approximately $427,315,000. As of March 20, 1998, there were
15,727,035 shares of Common Stock, $0.01 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the definitive proxy statement for the Annual Meeting of
Stockholders (which will be filed pursuant to Regulation 14A within 120 days of
the close of the Registrant's fiscal year ended December 28, 1997) shall be
deemed to be incorporated by reference in Part III.
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This 10-K/A is being filed to amend the Financial Data Schedules. All other
information included in the initial filing is correct.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Serologicals Corporation has duly caused this Amendment on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized on March 30,
1998.
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<S> <C> <C>
SEROLOGICALS CORPORATION
(REGISTRANT)
By: /s/ RUSSELL H. PLUMB
-----------------------------------------
Russell H. Plumb
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
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II-1
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EXHIBIT INDEX
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3.1 Amended and Restated Certificate of Incorporation (Exhibit 3.1 to the Registrant's
Registration Quarterly Report on Form 10-Q for the period ended June 29, 1997, is
hereby incorporated by reference).
3.2 Amended and Restated By-laws (Exhibit 3.4 to the Registrant's Registration Statement
on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby incorporated by
reference).
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).
4.2 Amended and Restated Shareholders Agreement, dated as of August 31, 1993, as amended
(Exhibit 4.2 to the Registrant's Registration Statement on Form S-1 (File No.
33-91176), effective June 14, 1995, is hereby incorporated by reference).
4.2.1 Amendment No. 3 to Amended and Restated Shareholders Agreement (Exhibit 4.2.1 to the
Registrant's Registration Statement on Form S-1 (File No. 33-91176), effective June
14, 1995, is hereby incorporated by reference).
4.2.2 Amendment No. 4 to Amended and Restated Shareholders Agreement (Exhibit 4.2.2 to the
Registrant's Annual Report on Form 10-K for the period ended December 31, 1995 is
hereby incorporated by reference).
10.1.1 Second Amended and Restated Credit Agreement, dated as of October 16, 1997, between
the Company and NationsBank NA.*
10.1.2 Revolving Note, dated October 16, 1997, from the Company in favor of NationsBank
NA.*
10.2 Convertible Subordinated Promissory Note, dated December 23, 1994, from the Company
in favor of Gagnard & Marceaux Flint, Inc. (Exhibit 10.8 to the Registrant's
Registration Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is
hereby incorporated by reference).
10.2.1 Agreement to Amend Convertible Subordinated Promissory Note and Amended and Restated
Convertible Subordinated Promissory Note from the Company in favor of Gagnard and
Marceaux Flint, Inc., dated January 18, 1996. (Exhibit 10.5.1 to the Registrant's
Annual Report on Form 10-K for the period ended December 31, 1995 is hereby
incorporated by reference).
10.2.2 Agreement to Amend Convertible Subordinated Promissory Note and Amended and Restated
Convertible Subordinated Promissory Note from the Company in favor of Gagnard and
Marceaux Flint, Inc., dated January 24, 1997 (Exhibit 10.3.2 to the Registrants
Annual Report on Form 10-K for the period ended December 31, 1995 is hereby
incorporated by reference).
10.3 Warrant of the Company dated March 9, 1993 issued to State Street Bank & Trust
Company (Exhibit 10.10 to the Registrant's Registration Statement on Form S-1 (File
No. 33-91176), effective June 14, 1995, is hereby incorporated by reference).
10.3.1 Amendment to Warrant of the Company issued to State Street Bank & Trust Company
(Exhibit 10.10.1 to the Registrant's Registration Statement on Form S-1 (File No.
33-91176), effective June 14, 1995, is hereby incorporated by reference).
10.3.2 Amendment to Warrant of the Company issued to State Street Bank & Trust Company
(Exhibit 10.10.2 to the Registrant's Registration Statement on Form S-1 (File No.
33-91176), effective June 14, 1995, is hereby incorporated by reference).
10.4 Plasma Purchase Agreement, dated as of December 20, 1994, between Seramune, Inc.
(now known as Seramed, Inc.) and Bayer, Inc. (Exhibit 10.11 to the Registrant's
Registration Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is
hereby incorporated by reference).
10.5 Technical Collaboration Agreement, dated February 10, 1995, between Bioscot Limited
and The Common Services Agency (Exhibit 10.12 to the Registrant's Registration
Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby
incorporated by reference).
10.5.1 IP Acquisition Agreement, dated February 10, 1995, between Bioscot Limited and The
Common Services Agency (Exhibit 10.12.1 to the Registrant's Registration Statement
on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby incorporated by
reference).
10.6 Employment Agreement, dated as of March 8, 1993, between Serologicals, Inc. and
Harold J. Tenoso, as amended (Exhibit 10.13 to the Registrant's Registration
Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby
incorporated by reference).+
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10.7 1994 Amended and Restated Omnibus Incentive Plan (Exhibit 10.11.1 to the
Registrant's Annual Report on Form 10-K for the period ended December 31, 1995, is
hereby incorporated by reference).+
10.8 Forms of Stock Option Agreement (Exhibit 10.15 to the Registrant's Registration
Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby
incorporated by reference).+
10.8.1 Forms of First Revised Stock Option Agreements (Exhibit 10.12.1 to the Registrant's
Annual Report on Form 10-K for the period ended December 31, 1995, is hereby
incorporated by reference).+
10.8.2 Forms of Second Revised Stock Option Agreements (Exhibit 10.10.2 to the Registrant's
Annual Report on Form 10-K for the period ended December 29, 1996, is hereby
incorporated by reference).+
10.9 1995 Non-Employee Directors' Stock Option Plan, as amended (Exhibit 10.13 to the
Registrant's Annual Report on Form 10-K for the period ended December 31, 1995, is
hereby incorporated herein by reference).+
10.10 Form of Indemnification Agreement (Exhibit 10.16 to the Registrant's Registration
Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby
incorporated by reference).
10.11 1996 Employee Stock Purchase Plan (Exhibit 10.18 to the Registrant's Annual Report
on Form 10-K for the period ended December 31, 1995, is hereby incorporated by
reference).+
10.12 Employment Agreement between the Company and Charles P. Harrison (Exhibit 10.19 to
the Registrant's Annual Report on Form 10-K for the period ended December 31, 1995,
is hereby incorporated by reference).+
10.13 Stock and Asset Purchase Agreement, dated March 6, 1996, among Seramune, Inc. and
Concho Biologics, Inc., a Delaware corporation and Southeastern Biologics, Inc.,
Plasma Management, Inc., Concho Biologics, Inc., a Texas corporation, Daryl Burke,
Richard Devoll and Adrian P. Scallan (Exhibit 2.1 to the Company's current report on
Form 8-K, dated March 20, 1996, is hereby incorporated by reference).
10.14 Purchase Agreement, dated March 6, 1997, among Serologicals Corporation, Seramune,
Inc., Seronat Plasma, Inc., Nations Biologics, Inc., Decatur Plasma, Inc.,
Bloomington Plasma, Inc., Lake Forest Plasma Center, Inc., Southwest Plasma Company,
Inc., Riverfront Plasma Company, Inc., Green Street Biological Corp., Silver State
Plasma Products, Inc., Rodney L. Savoy, Barry J. Heinen, Noel P. Dragon, Jr. and La
Savoy Famille, L.C. (Exhibit 2.1 to the Company's Current Report on Form 8-K, dated
March 21, 1997, is hereby incorporated by reference).
10.15 Promissory Note, dated March 6, 1997 from the Company in favor of Rodney L. Savoy
(Exhibit 99 to the Company's Current Report on form 8-K, dated March 21, 1997, is
hereby incorporated by reference).
10.16 Employment Agreement between the Company and Terence Dobson (Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996, is
hereby incorporated by reference).+
10.17 Serologicals Corporation 1996 UK Sharesave Scheme (Exhibit 10.9 to the Registrant's
Annual Report on Form 10-K for the period ended December 29, 1996, is hereby
incorporated by reference).+
10.18 Employment Agreement between the Company and P. Anne Hoppe (Exhibit 10.1 to the
Company's Quarterly Report on Form 10Q for the quarter ended June 29, 1997, is
hereby incorporated by reference).+
10.19 Employment Agreement between the Company and Toby L. Simon, M.D. (Exhibit 10.2 to
the Company's Quarterly Report on Form 10Q for the quarter ended June 29, 1997, is
hereby incorporated by reference).+
21 Subsidiaries of the Company.*
23.1 Consent of Arthur Andersen LLP.*
27 Restated Financial Data Schedule for the fiscal quarters ended March 30, 1997, June
29, 1997 and September 28, 1997.*
27.1 Financial Data Schedule for the fiscal year ended December 28, 1997.*
</TABLE>
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27.2 Restated Financial Data Schedule for the fiscal years ended December 31, 1995 and
December 29, 1996 and the fiscal quarters ended March 31, 1996, June 30, 1996 and
September 29, 1996*.
</TABLE>
- - ------------------------
* Filed herewith
+ Compensatory Plan or Arrangement
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<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF SEROLOGICALS CORPORATION FOR THE QUARTERS
ENDED MARCH 30, 1997, JUNE 29, 1997 AND SEPTEMBER 28, 1997, AS SET FORTH IN ITS
FORM 10-Q FOR THE RESPECTIVE PERIODS AND IS QUALIFIED IN ITS ENTIRETY BY SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-28-1997 DEC-28-1997 DEC-28-1997
<PERIOD-START> DEC-30-1996 MAR-31-1997 JUN-30-1997
<PERIOD-END> MAR-30-1997 JUN-29-1997 SEP-28-1997
<CASH> 11,632 14,371 27,913
<SECURITIES> 0 0 0
<RECEIVABLES> 7,404 8,368 10,586
<ALLOWANCES> 242 0 0
<INVENTORY> 8,362 7,706 8,642
<CURRENT-ASSETS> 28,011 31,712 47,978
<PP&E> 16,927 11,901 19,562
<DEPRECIATION> 5,739 0 6,818
<TOTAL-ASSETS> 89,514 93,458 118,002
<CURRENT-LIABILITIES> 16,178 12,415 14,208
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 141 149 156
<OTHER-SE> 70,163 77,806 98,760
<TOTAL-LIABILITY-AND-EQUITY> 89,514 93,458 118,002
<SALES> 19,903 45,962 72,571
<TOTAL-REVENUES> 19,903 45,962 72,571
<CGS> 12,078 29,211 46,085
<TOTAL-COSTS> 12,078 29,211 46,085
<OTHER-EXPENSES> 3,976 8,281 13,111
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> (159) (224) (358)
<INCOME-PRETAX> 4,008 8,694 13,733
<INCOME-TAX> 1,482 3,196 5,008
<INCOME-CONTINUING> 2,526 5,498 8,725
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 2,526 5,498 8,725
<EPS-PRIMARY> $0.18 $0.38 $0.60
<EPS-DILUTED> $0.17 $0.36 $0.57
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEROLOGICALS
CORPORATION AND SUBSIDIARIES' CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED DECEMBER 28,1997, AS SET FORTH IN ITS FORM 10-K FOR THE YEAR AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> DEC-28-1997
<CASH> 31,812
<SECURITIES> 0
<RECEIVABLES> 10,522
<ALLOWANCES> 531
<INVENTORY> 10,154
<CURRENT-ASSETS> 52,822
<PP&E> 13,682
<DEPRECIATION> 0
<TOTAL-ASSETS> 123,492
<CURRENT-LIABILITIES> 15,267
<BONDS> 0
0
0
<COMMON> 157
<OTHER-SE> 103,258
<TOTAL-LIABILITY-AND-EQUITY> 123,492
<SALES> 97,534
<TOTAL-REVENUES> 97,534
<CGS> 62,065
<TOTAL-COSTS> 62,065
<OTHER-EXPENSES> 16,935
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (532)
<INCOME-PRETAX> 19,066
<INCOME-TAX> 7,064
<INCOME-CONTINUING> 12,002
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,002
<EPS-PRIMARY> .81
<EPS-DILUTED> .76
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SERLOGICALS
CORPORATION AND SUBSIDIARIES' CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1995 AND DECEMBER 29, 1996 AS WELL AS FOR THE QUARTERS
ENDED MARCH 31, 1996, JUNE 30, 1996 AND SEPTEMBER 29, 1996 AS SET FORTH IN ITS
FORM 10-Q'S AND FORM 10-K'S FOR THE RESPECTIVE PERIODS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<C>
<PERIOD-TYPE> YEAR YEAR 3-MOS 6-MOS
9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-29-1996 DEC-29-1996 DEC-29-1996
DEC-29-1996
<PERIOD-START> JAN-01-1995 JAN-01-1996 JAN-01-1996 APR-01-1996
JUL-01-1996
<PERIOD-END> DEC-31-1995 DEC-29-1996 MAR-31-1996 JUN-30-1996
SEP-29-1996
<CASH> 2,887 21,232 1,571 17,194
18,258
<SECURITIES> 0 0 0 0
0
<RECEIVABLES> 5,608 5,235 7,255 6,646
6,020
<ALLOWANCES> 0 0 0 0
0
<INVENTORY> 3,866 5,746 4,286 4,990
6,013
<CURRENT-ASSETS> 13,095 33,344 14,354 30,086
$31,463
<PP&E> 6,595 9,800 7,240 7,521
8,454
<DEPRECIATION> 0 0 0 0
0
<TOTAL-ASSETS> 50,324 80,837 57,606 73,384
$75,305
<CURRENT-LIABILITIES> 6,922 12,638 8,725 6,823
6,431
<BONDS> 0 0 0 0
0
0 0 0 0
0
0 0 0 0
0
<COMMON> 126 141 84 94
94
<OTHER-SE> 36,467 67,742 38,158 62,804
65,085
<TOTAL-LIABILITY-AND-EQUITY> 50,324 80,837 57,606 73,384
$75,305
<SALES> 52,124 65,571 14,779 31,440
$47,259
<TOTAL-REVENUES> 52,124 65,571 14,779 31,440
$47,259
<CGS> 31,525 38,752 8,665 18,509
27,686
<TOTAL-COSTS> 31,525 38,752 8,665 18,509
27,686
<OTHER-EXPENSES> 11,518 13,483 3,308 6,644
10,156
<LOSS-PROVISION> 0 0 0 0
0
<INTEREST-EXPENSE> 2,116 220 163 373
297
<INCOME-PRETAX> 6,965 13,116 2,644 5,915
9,416
<INCOME-TAX> 2,499 4,866 1,015 2,141
3,434
<INCOME-CONTINUING> 4,466 8,250 1,628 3,774
5,982
<DISCONTINUED> 0 0 0 0
0
<EXTRAORDINARY> (1,823) (14) 0 (14)
(14)
<CHANGES> 0 0 0 0
0
<NET-INCOME> 2,598 8,236 1,628 3,760
$5,968
<EPS-PRIMARY> $0.24 $0.61 $0.13 $0.29
$0.45
<EPS-DILUTED> $0.23 $0.58 $0.12 $0.27
$0.42
</TABLE>
