As filed with the Securities and Exchange Commission
on December 23, 1996
File No. 33-________
====================================================================
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEMACARE CORPORATION
------------------------------------------------------
(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 1996 Stock Incentive Plan
----------------------------------------------
(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
------------------------------------------------------------
(Telephone Number, including Area Code, of Agent for Service)
Please send copies of all correspondence to:
GORDON R. KANOFSKY, ESQ.
Sanders, Barnet, Goldman, Simons & Mosk
A Professional Corporation
1901 Avenue of the Stars, Suite 850
Los Angeles, California 90067-6078
(310) 551-8407
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered per Share Price Fee
- ---------------------------------------------------------------------------------------------
Common Stock, 750,000 shares $2.75 (2) $ 2,062,500 $ 625.00
without par value (1)
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(1) Includes an indeterminable number of shares which may be issued as a result
of anti-dilution provisions set forth in the stock incentive plan to which
this Registration Statement relates.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the last sale price for the
Registrant's Common Stock as reported on the Nasdaq SmallCap Market on
December 20, 1996.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement relates to up to 750,000 shares of
common stock that may be issued pursuant to awards of stock options and
restricted stock that may be made under the HemaCare Corporation 1996
Stock Incentive Plan, as amended and restated through September 17, 1996.
The maximum number of shares of common stock issuable is subject to
adjustment as a result of certain anti-dilution provisions in such plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
- ------- ----------------------------------------
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, 1995, as amended by Form 10-K/A,
including the portions of the Registrant's definitive proxy
statement, dated April 22, 1996, for its 1996 Annual Meeting
of Shareholders incorporated by reference into such Annual
Report, as such definitive proxy statement was modified by the
Registrant's definitive supplement to proxy statement, dated
June 14, 1996, each of which have been filed by the Registrant
with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) the Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1996, June 30, 1996 and
September 30, 1996, filed with the Commission pursuant to
Section 13(a) of the Exchange Act;
(c) the Registrant's Current Reports on Form 8-K dated
July 19, 1996 and August 19, 1996, filed with the Commission
pursuant to Section 13(a) of the Exchange Act; and
(d) 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
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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 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 4. Description of Securities.
- ------- --------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------- ---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Under Article III, Section 16 of its Bylaws, the Registrant is
required to indemnify its directors and officers against expenses and
other liabilities if such person acted in good faith and for a purpose he
or she reasonably believed to be in the best interests of the Registrant,
including actions threatened, pending or completed by or in the right of
the Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful;
provided, however, that if the action or proceeding is by or in the right
of the Registrant, indemnification shall not be made (i) in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant in the performance of his or her
duty to the Registrant or (ii) if the claim is settled or otherwise
disposed of without court approval. Under Section 317 of the General
Corporation Law of the State of California (the "California GCL"), to the
extent that an officer or director of the Registrant is successful on the
merits in the defense of an action, the Registrant must indemnify such
person for his or her actual and reasonable expenses incurred in
connection with such defense.
Under Section 317 of the California GCL and Article III,
Section 16 of the Registrant's Bylaws, the Registrant may advance
expenses of an indemnifiable person in defending an action; provided that
such advancement of expenses may be made only if the person provides an
undertaking to reimburse the Registrant if it is ultimately determined
that the person is not entitled to be indemnified against such expenses.
Additionally, Article Five of the Registrant's Articles of
Incorporation provide that directors shall not be personally liable to
the Registrant or its shareholders for monetary damages for breach of
their fiduciary duty of care as directors to the fullest extent that such
exclusion of liability is permissible under California law.
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<PAGE> 4
Section 317 of the California GCL empowers the Registrant to
purchase and maintain insurance on behalf of its directors and officers
against any liability asserted against or incurred by such persons in
such capacities or arising out of such status, whether or not the
Registrant would have the power to indemnify such persons against that
liability under the California GCL. The Registrant has a contract for
insurance coverage under which its directors and officers (as well as the
Registrant) are indemnified under certain circumstances with respect to
litigation and other costs and liabilities arising out of actual or
alleged misconduct of such directors and officers.
Section 13.4 of the stock incentive plan to which this
Registration Statement related requires the Registrant to indemnify its
directors and officers to the maximum extent permitted by law against
liabilities in respect of any action, determination or interpretation
taken or made with respect to such plan.
The above-described provisions relating to the indemnification of
directors and officers are sufficiently broad to permit the
indemnification of such persons in certain circumstances against
liabilities (including reimbursement of expenses incurred) arising under
the Securities Act of 1993, as amended (the "Securities Act").
Item 7. Exemption From Registration Claimed.
- ------- ------------------------------------
Not Applicable.
Item 8. Exhibits.
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5.1 Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation (contained in Exhibit 5.1).
24.1 Power of Attorney (see page S-1).
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers and 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; (ii) to reflect in the prospectus
any facts or events arising after the effective date
of this 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
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<PAGE> 5
this Registration Statement; or (iii) to include any
material information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that clauses (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by
those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each 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
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy
as expressed in the Securities 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
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the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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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 23rd day of December 1996.
HEMACARE CORPORATION
By: /s/ HAL I. LIEBERMAN
-------------------------
Hal I. Lieberman
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
--------------------------------
Each person whose signature appears below constitutes and
appoints Hal I. Lieberman and Sharon C. Kaiser, or either of them,
jointly and severally, his/her true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for him/her
and in his/her name, place and stead, in any and all capacities, to do
any and all things and to execute any and all instruments which said
attorneys-in-fact and agents deem necessary or advisable to enable
HemaCare Corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof in connection with this
Registration Statement to the same extent that he/she could do in person,
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign his/her name on any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits to, and other documents
in connection with, this Registration Statement with the Securities and
Exchange Commission.
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.
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Signature Title Date
- ----------------------- ------------------------ ----------------
/s/ GLENN W. BARTLETT
- ------------------------ Chairman of the Board December 23, 1996
Glenn W. Bartlett, Ph.D of Director
/s/ HAL I. LIEBERMAN President, Chief Executive December 23, 1996
- ------------------------ Officer and Director
Hal I. Lieberman (principal executive officer)
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/s/ SHARON C. KAISER Chief Financial Officer December 23, 1996
- ------------------------ and Director (principal
Sharon C. Kaiser financial and accounting
officer)
/s/ JON B. VICTOR
- ------------------------ Director December 23, 1996
Jon B. Victor
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EXHIBIT INDEX
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No. Description of Exhibit Method of Filing
- ---- ---------------------- ----------------
5.1 Opinion of Sanders, Barnet, Filed electronically herewith
Goldman, Simons & Mosk, A
Professional Corporation
23.1 Consent of Arthur Andersen LLP Filed electronically herewith
23.2 Consent of Sanders, Barnet,
Goldman, Simons & Mosk, A
Professional Corporation Contained in Exhibit 5.1
24.1 Power of Attorney (see page Filed electronically herewith
S-1)
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EXHIBIT 5.1
LAW OFFICES
SANDERS, BARNET, GOLDMAN, SIMONS & MOSK
A PROFESSIONAL CORPORATION
1901 AVENUE OF THE STARS, SUITE 850
LOS ANGELES, CALIFORNIA 90067
TELEPHONE (310) 553-8011
TELECOPIER (310) 553-2435
December 23, 1996
The Board of Directors
HemaCare Corporation
4954 Van Nuys Boulevard
Sherman Oaks, California 91403
RE: HemaCare Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented HemaCare Corporation, a California corporation (the
"Company"), as special securities counsel, in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Act"), of 750,000 shares (the "Shares") of its Common Stock, without par
value (the "Common Stock"), pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on or about December 23, 1996. The Shares are
issuable pursuant to restricted stock awards or upon the exercise of stock
options, in either case granted under the HemaCare Corporation 1996 Stock
Incentive Plan, as amended and restated through September 17, 1996 (the
"Plan").
As such counsel, we have considered such matters of law as we have
deemed appropriate under the circumstances. Additionally, we have examined
originals or copies, certified or otherwise identified to our satisfaction,
of such records, certificates, documents and other instruments, 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, we are of the opinion as of the date
hereof that the Shares, when issued and sold upon the exercise of stock
options pursuant to the Plan, will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company, and that the Shares,
issued in connection with restricted stock awards pursuant to the Plan, upon
the lapse of the applicable forfeiture restrictions imposed pursuant to the
Plan, will be validly issued, fully paid and nonassessable shares of Common
Stock of the Company; provided, however, that in each case the grant or award
of stock options or restricted stock pursuant to the Plan is specifically
approved by the Board of Directors of the Company without delegation to any
committee of directors as required by the Bylaws 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. 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
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Sanders, Barnet, Goldman, Simons & Mosk
-------------------------------------------
SANDERS, BARNET, GOLDMAN, SIMONS &
MOSK, A Professional Corporation
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 reports dated March 7,
1996 Included in HemaCare Corporation's Form 10-K for the year ended December
31, 1995 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-------------------------------
Arthur Andersen LLP
Los Angeles, California
December 20, 1996
