As filed with the Securities and Exchange Commission
on June 9, 1995
File No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEMACARE CORPORATION
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(Exact Name of Registrant as specified in its Charter)
California 95-3280412
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4954 Van Nuys Boulevard, Sherman Oaks, California 91403
- ------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
HemaCare Corporation 1986 Stock Option Plan
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(Full Title of the Plan)
HAL I. LIEBERMAN
4954 Van Nuys Boulevard, Sherman Oaks, California 91403
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(Name and Address of Agent for Service)
(818) 986-3883
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(Telephone Number, including Area Code, of Agent for Service)
Please send copies of all correspondence to:
GORDON R. KANOFSKY, ESQ.
Hughes Hubbard & Reed
350 South Grand Avenue, 36th Floor
Los Angeles, California 90071-3442
(213) 613-2800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Securities Amount to be Proposed Maximum Aggregate Offering Amount of
to be Registered Registered Offering Price Per Share Price Registration Fee
- ------------------- ------------- ------------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, without
par value 160,000 shares <F1> $2.20 <F2> $352,000 $122.00
===================== =================== ========================= =================== ==================
<FN>
(1) Includes an indeterminable number of shares which may be issued as a
result of anti-dilution provisions set forth in the stock option plan to
which this Registration Statement relates.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high and low prices of
the Registrant's Common Stock as reported on the Nasdaq/SmallCap Market
on June 7, 1995.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to an amendment of the HemaCare
Corporation 1986 Stock Option Plan that increased the aggregate number of
shares of common stock authorized for issuance thereunder from 800,000 to
960,000. Of such shares, 800,000 have already been registered (450,000 shares
were registered pursuant to a Registration Statement on Form S-8 (File No.
33-30971), which was filed with the Commission on September 11, 1989, and
an additional 350,000 shares were registered pursuant to a Registration
Statement on Form S-8 (File No. 33-52622), which was filed with the Commission
on October 2, 1992 (the "1992 Registration Statement")). This Registration
Statement, therefore, relates to the remaining 160,000 shares that may be
issued pursuant to such plan. The contents of the 1992 Registration
Statement are hereby incorporated by reference. The Items below contain
information required in this Registration Statement that was not included in
the 1992 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, including the portions of the Registrant's
definitive proxy statement for its 1995 Annual Meeting of
Shareholders incorporated by reference into such Annual Report; and
(b) the description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A, dated December 5, 1986, filed
with the Commission pursuant to Section 12 of the Exchange Act, and
any amendment or report filed with the Commission for the purpose of
updating such description.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and 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 part
hereof from the date of filing of such documents. Any statement contained
II-2
<PAGE>
herein or in a document, all or a portion of which is 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 in any subsequently filed document which also is or is
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 8. Exhibits.
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4.3 HemaCare Corporation 1986 Stock Option Plan, as amended
(incorporated by referenced to Exhibit 10.4 of the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1994).
5.1 Opinion of Hughes Hubbard & Reed.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1).
24.1 Power of Attorney (see page S-1).
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sherman Oaks, State of California,
on the 9th day of June, 1995.
HEMACARE CORPORATION
By:/s/ HAL I. LIEBERMAN
---------------------------
Hal I. Lieberman
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Hal I. Lieberman and Thomas M. Asher, or either
of them, jointly and severally, his true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
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, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
as to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------- ----- ----
/s/ THOMAS M. ASHER Chairman of the Board June 9, 1995
- ------------------------- of Directors
Thomas M. Asher, Ph.D.
/s/ HAL I. LIEBERMAN President, Chief Executive June 9, 1995
- ------------------------ Officer and Director
Hal I. Lieberman (principal executive officer)
S-1
<PAGE>
/s/ JOSHUA LEVY Sr. Vice President and June 9, 1995
- ------------------------- Director
Joshua Levy, M.D.
/s/ GLENN W. BARTLETT Director June 9, 1995
- -------------------------
Glenn W. Bartlett, Ph.D.
Director June 9, 1995
- -------------------------
Alfred G. Scheid
/s/ WILLIS L. WARNER Director June 9, 1995
- -------------------------
Willis L. Warner, M.D.
/s/ SHARON C. KAISER
- ------------------------- Chief Financial Officer June 9, 1995
Sharon C. Kaiser (principal financial and
accounting officer)
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Description of Exhibit Numbered Page
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<S> <C> <C>
4.3 HemaCare Corporation 1986 Stock Option Plan, as amended
(incorporated by referenced to Exhibit 10.4 of the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1994)..........................
5.1 Opinion of Hughes Hubbard & Reed........................... Filed herewith electronically
23.1 Consent of Arthur Andersen LLP............................. Filed herewith electronically
23.2 Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1) Filed herewith electronically
24.1 Power of Attorney (see page S-1)........................... Filed herewith electronically
</TABLE>
EXHIBIT 5.1
June 8, 1995 EXHIBIT 23.2
HemaCare Corporation
4954 Van Nuys Boulevard
Sherman Oaks, California 91403
Re: Registration Statement on Form S-8
-----------------------------------
Gentlemen:
We have represented HemaCare Corporation, a California company (the
"Company"), as special securities counsel in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
160,000 shares of the Company's common stock, without par value (the
"Shares"), issuable upon exercise of stock options granted under the HemaCare
Corporation 1986 Stock Option Plan, as amended (the "Plan"). The Shares are
being registered by the Company on a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "Commission") on or
about June 9, 1995 (the "Registration Statement").
As such special securities counsel, and for the purpose of rendering
this opinion, we have reviewed such corporate records and other documents as
we have deemed necessary, including, but not limited to, the following:
(a) Articles of Incorporation, as currently in effect, of the Company;
(b) Bylaws, as currently in effect, of the Company (the "Bylaws");
(c) The Plan;
(d) Certain resolutions adopted by the Board of Directors and the
Shareholders of the Company and related documents adopting and approving the
Plan and amendments thereto;
(e) A letter, dated June 8, 1995, from the Company to this Firm in
connection with the delivery of this opinion; and
(f) The Registration Statement, in the form proposed to be filed with the
Commission under the Act, together with exhibits to be filed in connection
therewith and the form of Prospectus related thereto.
Additionally, we have consulted with officers and other representatives of
the Company and have obtained such representations with respect to such
matters of fact as we have deemed necessary or advisable; however, we have
not necessarily independently verified the content of factual statements made
to us in connection therewith or the veracity of such representations. We
have assumed without independent verification or investigation (i) the
genuineness of all signatures, (ii) the authenticity of all documents
submitted to us as originals and (iii) the conformity to authentic original
documents of all documents submitted to us as certified, conformed or
photostatic copies.
On the basis of the foregoing, such examinations of law and such other
information as we have deemed relevant under the circumstances, we are of the
opinion as of the date hereof that the Shares, when issued and sold pursuant
to the Plan and the Bylaws, will be validly issued, fully paid and
nonassessable shares of common stock of the Company.
The law covered by the opinion set forth above is limited to the laws of the
State of California.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Shares. In giving this consent, we do
not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules or regulations of the
Commission promulgated thereunder.
Very truly yours,
Hughes Hubbard & Reed
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HUGHES HUBBARD & REED
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this registration statement on Form S-8 for the HemaCare Corporation 1986
Stock Option Plan.
Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Los Angeles, California
June 9, 1995
