As filed with the Securities and Exchange Commission on _________, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SEROLOGICALS CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 58-2142225
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
780 Park North Blvd., Suite 110
Clarkston, Georgia 30021
(Address of principal executive offices) (Zip Code)
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OPTION AGREEMENTS WITH VARIOUS INDIVIDUALS
(Full titles of the Plans)
Harold J. Tenoso, Ph.D.
President and Chief Executive Officer
Serologicals Corporation
780 Park North Blvd., Suite 110
Clarkston, Georgia 30021
(404) 296-5595
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
David S. Rosenthal, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
CALCULATION OF REGISTRATION FEE
Proposed
Title of Amount Proposed Maximum
Securities to be Maximum Aggregate Amount of
to be Registered(1) Offering Offering Registration
Registered Per Share Price Price Fee
- ------------- -------------- ---------- ---------- ------------
Common Stock,
par value 255,000 shares $19.00(2) $4,755,000(2) $1,402.73
$0.01 per share
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), with options for 195,000 shares having been granted at
an exercise price of $19.00 per share and options for 60,000 shares having been
granted at an exercise price of $17.50 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by Serologicals Corporation
a Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the period ended
December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1997.
(c) The Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1997.
(d) The Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
(e) The description of the Registrant's Common Stock, par value $0.01 per
share, which is contained in a registration statement filed under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the time of filing of such documents. Any statement
contained in the documents incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The indemnification of officers and directors of the Registrant is governed
by Section 145 of the General Corporation Law of the State of Delaware (the
<PAGE>
"DGCL") and the Amended and Restated Certificate of Incorporation of the
Registrant. Among other things, the DGCL permits indemnification of a director,
officer, employee or agent in civil, criminal, administrative or investigative
actions, suits or proceedings (other than an action by or in the right of the
corporation) to which such person is a party or is threatened to be made a
party by reason of the fact of such relationship with the corporation or the
fact that such person is or was serving in a similar capacity with another
entity at the request of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him 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 dis-
interested 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 advancement of expenses permitted thereunder are not to be
exclusive of any rights to which those seeking indemnification or advancement
of expenses may be entitled under any By-law, agreement, vote of stockholders
or disinterested directors, or otherwise. The DGCL also authorizes the
corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the corporation
would have the statutory power to indemnify such persons against the
liabilities insured.
The Amended and Restated Certificate of Incorporation of the Registrant,
as amended (the "Certificate"), provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its stock-
holders, (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
<PAGE>
request, be paid by the Registrant in advance of the final disposition of such
action or proceeding.
The Certificate provides that the right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may have
or acquire under any law, provision of By-laws or otherwise.
Pursuant to indemnification agreements with certain of its executive
officers and directors the Registrant has agreed to indemnify such persons
(including their respective heirs, executors and administrators) to the fullest
extent permitted by the DGCL against all expenses and liabilities reasonably
incurred in connection with or arising out of any action, suit or proceeding in
which such executive officer or director may be involved by reason of having
been a director or officer of the Registrant or any subsidiary thereof.
The Registrant maintains directors and officers liability and company
reimbursement insurance which, among other things (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity as
such and (ii) provides for payment on behalf of the Registrant against such
loss but only when the Registrant shall be required or permitted to indemnify
directors or officers for such loss pursuant to statutory or common law or
pursuant to duly effective certificate of incorporation or by-law provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this registration
statement:
4.1 Form of Option Agreement
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included
in Exhibit 5.1).
24 Power of Attorney (included in signature page to this
registration statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. 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 change 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 material change to such
information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (ii) do not apply if the
registration statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) 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
<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Clarkston, State of Georgia, on this 5th day of
March, l998.
SEROLOGICALS CORPORATION
By: /s/ Harold J. Tenoso
-----------------------
Harold J. Tenoso, Ph.D.
President, Chief Executive
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Harold J. Tenoso, Ph.D. and
Russell H. Plumb, and each of them (with full power of each of them to act
alone), his true and lawful attorneys-in-fact, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or post-
effective amendments to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Harold J. Tenoso President, Chief Executive Officer
Harold J. Tenoso, Ph.D. and Director (Principal Executive March 5, 1998
Officer
/s/ Samuel A. Penninger Chairman of the Board of Directors
Samuel A. Penninger, Jr. March 5, 1998
/s/ James L. Currie Director
James L. Currie March 5, 1998
/s/ Wade Fetzer Director
Wade Fetzer III March 5, 1998
/s/ George M. Shaw Director
George M. Shaw March 5, 1998
/s/ Lawrence E. Tilton Director
Lawrence E. Tilton March 5, 1998
/s/ Matthew C. Weisman Director
Matthew C. Weisman March 5, 1998
/s/Russell H. Plumb Vice President, Finance and
Russell H. Plumb and Administration and Chief March 5, 1998
Financial Officer (Principal
Financial and Accounting Officer)
<PAGE>
SEROLOGICALS CORPORATION
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
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Sequentially
Numbered
Exhibit Page
4.1 Form of Option Agreement.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this registration
statement).
<PAGE>
EXHIBIT 4.1
FORM OF
STOCK OPTION AGREEMENT
SEROLOGICALS CORPORATION
Agreement, made as of the [DATE] day of [MONTH] [YEAR], between
Serologicals Corporation (the "Company"), a Delaware corporation, and
[NAME] (the "Optionee"), employed at [ADDRESS].
A committee of the Board of Directors of the Company (the
"Committee") has adopted a resolution granting the Optionee a stock option
(the "Option") to purchase shares of the Company's Common Stock, $.01 par
value per share ("Shares"), for the price and on the terms and conditions
set forth in this Agreement.
The Company makes no representations or warranties as to the
income, estate or other tax consequences to the Optionee of the grant or
exercise of the Option or the sale or other disposition of the Shares
acquired pursuant to the exercise thereof.
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is set forth on Schedule A hereto and
is subject to adjustment as provided in Paragraph 6.
(b) Unless the Option is previously terminated pursuant to
this Agreement, the Option shall be exercisable during the period or
periods specified on Schedule A. In no event shall any Shares be
purchasable under this Agreement after the respective expiration date or
dates specified on Schedule A ("Expiration Date").
(c) Unless otherwise specified on Schedule A, the
unexercised portion of the Option will terminate:
(1) two years after the date on which the Optionee's
employment is terminated for any reason other than cause and
(2) immediately upon the termination of the Optionee's
employment for cause. The term "cause", as used herein, shall mean the
willful misconduct, gross negligence or dishonesty in the performance
of duties on behalf of the Corporation.
(d) Vesting of all Options terminates effective with an
employee's termination, regardless of the cause of such termination.
<PAGE>
2. Nothing contained herein shall be construed to confer on the
Optionee any right to continue as an employee of the Company or any
subsidiary of the Company or to derogate from any right of the Company or
any subsidiary thereof to retire, request the resignation of or discharge
the Optionee, or to lay off or require a leave of absence of the Optionee,
with or without pay, at any time, with or without cause. No person or
entity shall be entitled to vote, receive dividends or be deemed for any
purpose the holder of any Shares subject to the Option until the Option
shall have been duly exercised to purchase such Shares in accordance with
the provisions of this Agreement.
3. The Option shall be exercisable during the Optionee's
lifetime only by the Optionee or, if permissible under applicable law, by
his or her guardian or legal representative, and after the Optionee's
death only by the person or entity entitled to do so under the Optionee's
last will and testament or applicable intestate law. The Option may only
be exercised by the delivery to the Company of a written notice of such
exercise in the form of Annex I hereto (the "Exercise Notice"), which
notice shall specify the number of Shares to be purchased (the "Purchased
Shares") and the aggregate exercise price for such Shares, together with
payment in full of such aggregate exercise price in cash or by check
payable to the Company.
4. The Option shall not be assignable, alienable, saleable, or
transferable by the Optionee otherwise than by will or by the laws of
descent and distribution. The Option may not be pledged, alienated,
attached, or otherwise encumbered, and any purported pledge, alienation,
attachment, or encumbrance thereof shall be void and unenforceable against
the Company or any affiliate of the Company.
5. If the Company shall become obligated to withhold an amount
on account of any tax imposed as a result of the exercise of the Option,
including, without limitation, any federal, state, local or other income
tax, or any F.I.C.A., state disability insurance tax or other employment
tax (the "Withholding Liability"), then the Optionee shall, on the date of
exercise and as a condition to the issuance of the Shares subject to the
Option, pay the Withholding Liability to the Company. Payment shall be by
check payable to the Company; provided, however, that with the consent of
the Committee, payment may instead be made by delivery to the Company of a
certificate or certificates representing Shares duly endorsed or
accompanied by a duly executed stock power(s), which delivery effectively
transfers to the Company good and valid title to such Shares, free and
clear of any pledge, commitment, lien, claim or other encumbrance (such
Shares to be valued on the basis of the fair market value thereof on the
date of such payment); provided, further, that the Company is not then
prohibited from purchasing or acquiring such shares of Common Stock. The
Optionee hereby consents to the Company withholding the full amount of the
Withholding Liability from any compensation or other amounts otherwise
payable to the Optionee if the Optionee does not pay the Withholding
Liability to the Company on the date of exercise of the Option, and the
Optionee agrees that the withholding and payment of any such amount by the
Company to the relevant taxing authority shall constitute full
<PAGE>
satisfaction of the Company's obligation to pay such compensation or other
amounts to Optionee.
6. (a) If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into or exchanged
for a different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification,
capital adjustment or similar event, or if the Company shall issue Shares
as a dividend or upon a stock split, then the number and kind of Shares
subject to the unexercised portion of the Option and the exercise price of
the Option shall be adjusted to prevent the inequitable enlargement or
dilution of any rights hereunder, provided, however, that any such
adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the option. Adjustments under
this paragraph shall be made by the Committee, whose determination shall
be final, binding and conclusive. In computing any adjustment under this
paragraph, any fractional share shall be eliminated. Nothing contained in
this Agreement shall be construed to affect in any way the right or power
of the Company to make any adjustment, reclassification, reorganization or
changes to its capital or business structure or to merge or to consolidate
or to dissolve, liquidate or transfer all or any part of its business or
assets.
(b) If, in the event of a merger or consolidation, the
Company is not the surviving corporation, and in the event that the
agreements governing such merger or consolidation do not provide for the
substitution of new options or other rights in lieu of the Option granted
hereunder or for the express assumption of such outstanding Option by the
surviving corporation, or in the event of the dissolution or liquidation
of the Company, the Optionee shall have the right not less than five (5)
days prior to the record date for the determination of shareholders
entitled to participate in such merger, consolidation, dissolution or
liquidation, to exercise this Option, in whole or in part, without regard
to any installment provision that may be a part of the terms and
conditions of this Option; provided, that any conditions precedent to such
exercise set forth in this Agreement, other than the passage of time, have
been satisfied. In any such event, the Company will mail or cause to be
mailed to the Optionee a notice specifying the date that is to be fixed as
of which all holders of record of the Shares shall be entitled to exchange
their Shares for securities, cash or other property issuable or
deliverable pursuant to such merger, consolidation, dissolution or
liquidation. Such notice shall be mailed at least ten (10) days prior to
the date therein specified. In the event this Option is not exercised in
its entirety on or prior to the date specified therein, any and all
remaining rights hereunder shall terminate as of said date.
7. The Company has been authorized by the Committee to, and the
Company, in its discretion, may, establish procedures whereby the
Optionee, to the extent permitted by and subject to the requirements of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Regulation T issued by the Board of Govenors
<PAGE>
of the Federal Reserve System pursuant to the Exchange Act, federal income
tax laws, and other federal, state or local tax and securities laws, can
exercise the Option, or a portion thereof, without making a direct payment
of the exercise price thereof to the Company. If the Company so elects to
establish such a cashless exercise program, the Company shall determine,
in its discretion and from time to time, such administrative procedures
and policies as it deems appropriate. Such procedures and policies shall
be binding on the Optionee should he elect to utilize the cashless
exercise program.
8. Anything in this Agreement to the contrary notwithstanding,
in no event may the Option be exercisable if the Company shall, at any
time and in its sole discretion, determine that (i) the listing,
registration or qualification of any Shares otherwise deliverable upon
such exercise, upon any securities exchange or under any state or federal
law, or (ii) the consent or approval of any regulatory body or the
satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event,
such exercise shall be held in abeyance and shall not be effective unless
and until such withholding, listing, registration, qualification or
approval shall have been affected or obtained free of any conditions not
acceptable to the Company.
9. Unless the issuance of the Shares upon exercise of the
Option has been registered under the Securities Act of 1933, as amended
(the "Securities Act"), the Committee may require as a condition to the
right to exercise the Option hereunder that the Company receive from the
person exercising the Option representations, warranties and agreements,
at the time of any such exercise, to the effect that the Shares are being
purchased for investment only and without any present intention to sell or
otherwise distribute such Shares and that the Shares will not be disposed
of in transactions which, in the opinion of counsel to the Company, would
violate the registration provisions of the Securities Act and the rules
and regulations thereunder. The certificate issued to evidence such Shares
shall bear appropriate legends summarizing such restrictions on the
disposition thereof.
10 This Agreement shall be construed and enforced in accordance
with the laws of the State of Georgia, without reference to principles
regarding conflicts of law. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may
be.
<PAGE>
IN WITNESS WHEREOF, the parties have witnessed this Agreement to
be duly executed and delivered as of the date first above written.
SEROLOGICALS CORPORATION
_________________________ By: ______________________
Optionee President/CEO
<PAGE>
SCHEDULE A
Name of Optionee:
Date of Grant:
Option Exercise Price:
Market Price on Date of Grant:
Number of Shares subject to Option:
Type of Option: Non-Qualified (Incentive-Based)
Date of Expiration:
Terms of Exercisability:
Number of Shares Exercisable On Exercisable Until
Or After (Expiration Date)
Other exercisability features:
SEROLOGICALS CORPORATION
By: ______________________________
Optionee:
____________________________________
Date: ______________________________
<PAGE>
ANNEX I
FORM OF ELECTION TO EXERCISE
(To be executed upon exercise of Option).
The undersigned hereby elects to exercise the right pursuant to
that certain Option Agreement dated as of ________________ by and between
Serologicals Corporation and __________________________ (the "Option
Agreement"), to purchase _____ shares of common stock, $.01 par value (the
"Shares").
Choose one of the following options:
_____ (i) Payment for the Shares in the amount of $_______________ is
enclosed. The undersigned requests that certificates for the
Shares be registered in the name of the undersigned.
_____ (ii) Cashless Exercise/Same Day Sale (Appropriate broker forms must
be completed; forms may be obtained from the Human Resources
Department).
Dated:
______________ ____________________
Optionee
____________________
Social Security Number
Administrator Use Only
==========================================================================
Date of Grant: _________________
Market Price on Date of Grant: _________________
Market Price on Date of Exercise: _________________
Number of shares: _________________
Type of Option: _________________
Number of Options Currently Vested: _________________
Expiration Date: _________________
Withholding Tax: _________________
__________________________________ _______________________________
Stock Option Administrator Date Vice President, Finance Date
<PAGE>
EXHIBIT 5.1
March 3, 1998
Serologicals Corporation
780 Park North Blvd., Suite 110
Clarkston, Georgia 30021
Ladies and Gentlemen:
Serologicals Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended, on Form S-8 (the
"Registration Statement"), which relates to 255,000 shares (the "Shares") of
the Company's common stock, par value $.01 per share ("Common Stock"), which
may be offered from time to time pursuant to options granted pursuant to (i)
an option agreement dated as of March 6, 1997, with P. Ann Hoppe (the "Hoppe
Option"), (ii) an option agreement dated as of March 6, 1997 with Robert
Gagnard (the "Gagnard Option") and (iii) an option agreement dated as of
March 10, 1997 with Toby L. Simon (the "Simon Option," and together with the
Hoppe Option and the Gagnard Option, collectively referred to hereafter as
the "Option Agreements"). This opinion is an exhibit to the Registration
Statement.
We have at times acted as counsel to the Company in connection with
certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings relating to the
proposed offer and sale of the Shares as contemplated by the Registration
Statement. We have examined copies (in each case signed, certified or
otherwise identified to our satisfaction) of the Company's Certificate of
Incorporation as presently in effect, its By-Laws as presently in effect,
minutes and other instruments evidencing actions taken by its directors and
stockholders, the Option Agreements and such other documents and instruments
relating to the Company and the proposed offering as we have deemed necessary
under the circumstances. Insofar as this opinion relates to securities to be
issued in the future, we have assumed that all applicable laws, rules and
regulations in effect at the time of such issuance are the same as such laws,
rules and regulations in effect as of the date hereof.
We note that we are members of the Bar of the State of New York and that
we are not admitted to the Bar of the State of Delaware. To the extent that
<PAGE>
the opinion expressed herein involves the law of the State of Delaware, our
opinion is based solely upon our reading of the Delaware General Corporation
Law as reported by Prentice-Hall Legal and Financial Services.
Based on the foregoing, and subject to and in reliance on the accuracy
and completeness of the information relevant thereto provided to us, it is
our opinion that the Shares to be issued pursuant to the Option Agreements
have been duly authorized, and (subject to the effectiveness of the
Registration Statement and compliance with applicable state securities laws)
when issued in accordance with the terms of the Option Agreements, will be
legally and validly issued, fully paid and non-assessable.
It should be understood that nothing in this opinion is intended to
apply to any disposition of the Shares which any optionee under the Option
Agreements might propose to make.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company
under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purposes, except as expressly provided in
the preceding paragraph without our express written consent, and no party
other than you is entitled to rely on it. This opinion is rendered to you as
of the date hereof, and we undertake no obligation to advise you of any
changes in any matters herein, whether legal or factual, after the date
hereof.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
<PAGE>
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 Form 10-K for the year ended December 29,
1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
March 2, 1998
<PAGE>
