As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 33-_______
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEMACARE CORPORATION
(Exact name of Registrant as specified in its Charter)
<TABLE>
<S> <C> <C>
California 8091 95-3280412
- ----------------------------- ---------------------------- ---------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
4954 Van Nuys Boulevard, Sherman Oaks, CA 91403
(818) 986-3883
-----------------------------------------------------------
(Address, including zip code, and telephone number of
principal executive offices)
___________________________
Hal I. Lieberman
HemaCare Corporation,
4954 Van Nuys Boulevard, Sherman Oaks, CA 91403
(818) 986 3883
------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________________
With a copy to:
Gordon R. Kanofsky, Esq.
Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation
1901 Avenue of the Stars, Suite 850, Los Angeles, CA 90067
(310) 551-8407
____________________________________
Approximate date of proposed sale to the public: From time to time after
the effective date of this Registration Statement.
____________________________
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, check the following box and
list the Securities Act registration statement number of the earlier effective
registrations 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 effective registration statement
for the same offering. / / ____________________________
If 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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<S> <C> <C> <C> <C>
=================== ============== ================= ================== ============
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
securities to be Registered (1) offering price aggregate offering registration
registered per share (2) price (2) fee
- ------------------- --------------- ----------------- ------------------- ------------
Common Stock,
without par value 1,700,000 shares $2.75 $4,675,000 $1,417
=================== ================ ================= =================== ==============
1. Includes an indeterminable number of shares which may issued at the time
of exercise of certain outstanding warrants as a result of anti-dilution
provisions set forth in such warrants or the warrant agreements related
thereto.
2. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the last sale price for the
Registrant's Common Stock reported on the Nasdaq SmallCap Market on
December 20, 1996.
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 this registration
statement shall thereafter 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.
<PAGE> 1
SUBJECT TO COMPLETION, DATED DECEMBER 23, 1996
HEMACARE CORPORATION
1,700,000 Shares of Common Stock
_________________
This Prospectus relates to an aggregate of 1,700,000 shares (the "Offered
Shares") of HemaCare Corporation (the "Company" or "HemaCare") common stock,
without par value (the "Common Stock"), offered for the account of certain
persons holding or that may acquire the Offered Shares (the "Selling Shareholders").
The Offered Shares include (i) 1,200,000 shares of Common Stock acquired by
certain of the Selling Shareholders in a private placement, (ii) 500,000 shares
of Common Stock issuable upon exercise of (a) 100,000 warrants issued to
certain persons in return for services and (b) 400,000 warrants issued by the
Company in return for the rights to technology utilized by the Company's
research and development subsidiary HemaBiologics, Inc. (collectively, the
"Warrants"). The number of Offered Shares issuable upon exercise of the Warrants,
and offered hereby, is subject to adjustment based upon the operation of
certain anti-dilution provisions of the Warrants. The Selling Shareholders
may sell the Offered Shares from time to time directly or through agents,
broker-dealers or underwriters on terms to be determined at the time of
offering and sale, in transactions on the Nasdaq SmallCap Market or other
markets in which the Common Stock may be traded, in privately negotiated
transactions or otherwise. The Selling Shareholders will pay all brokerage
fees, commissions and expenses in connection with the sale of the Offered
Shares. The Company will pay all other expenses of the offering, estimated to
be approximately $15,045. The Selling Shareholders and any agents, broker-
dealers or underwriters participating in the distribution of the Offered
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Act"), and any commissions received by them and
any profit on the resale of the Offered Shares purchased by them from the
Selling Shareholders may be deemed to be underwriting commissions under the
Act. See "Plan of Distribution."
The Company will not receive any proceeds from the sale of the Offered Shares
by the Selling Shareholders. If all of the Warrants were exercised in full on
the date of this Prospectus, the Company would receive approximately $2.5
million in aggregate Warrant exercise proceeds. See "Use of Proceeds."
The Common Stock is quoted on the Nasdaq SmallCap Market under the symbol
HEMA. On December 20, 1996, the last full day of trading before the filing
date of the Registration Statement, the last reported per share sale price of
the Common Stock on the Nasdaq SmallCap Market was $2.75.
_________________
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.
No dealer, salesman or other person or entity has been authorized to give any
information or to make any representations not contained in or incorporated by
reference into this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or by any other person or entity. All information contained herein
is as of the date of this Prospectus except as otherwise indicated. Neither
the delivery of this Prospectus, nor any sale, distribution or resale made
hereunder, shall under any circumstances create any implication that there
has been no change in the business or affairs of the Company or in the
information set forth herein since the date hereof or since the date indicated.
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 THESE 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.
The date of this Prospectus is January ___, 1997
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (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 may be inspected and copied at the public
reference facilities maintained by the Commission at its regional offices
located at Seven World Trade Center, 13th Floor, New York, New York 10007;
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained at prescribed rates from the
Public reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, reports and other information
concerning the Company can be inspected at the offices of the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington,
D.C. 20006. The Commission also maintains a World Wide Web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding registrants, including the Company, that file
electronically with the Commission.
A registration statement on Form S-3 with respect to the Offered Shares (the
"Registration Statement") has been filed with the Commission under the Act.
This Prospectus does not contain all of the information contained in such
Registration Statement and the exhibits thereto, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission.
For further information with respect to the Company and the Offered Shares,
reference is made to the Registration Statement and the exhibits thereto. The
Registration Statement and the exhibits thereto may be inspected without
charge at the public reference facilities at the Commission's principal
office in Washington, D.C., and copies of all or any part thereof may be
obtained from the Commission upon the payment of prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference the following documents and
information heretofore filed by the Company with 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 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 Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the respective dates 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 Prospectus to the extent that a statement contained in any
subsequently filed document that 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 Prospectus.
2
<PAGE> 4
Documents incorporated by reference in the Prospectus (other than the exhibits
to such documents, unless such exhibits are specifically incorporated by
reference into such documents) are available without charge, on oral or written
request by any person to whom this Prospectus is delivered. Written or
telephone requests should be directed to:
JoAnn R. Stover
Corporate Secretary
HemaCare Corporation
4954 Van Nuys Boulevard
Sherman Oaks, CA 91403
(818) 986-3883
THE COMPANY
HemaCare Corporation was founded in 1978 and provides blood products and
services to health care institutions. The Company is an industry leader in
the commercial application of apheresis (cell separation) technology to blood
banking. HemaCare believes it is the only publicly-traded, FDA-licensed company
engaged in providing a broad spectrum of products and services to the $2
billion blood industry. During the past year, the Company began establishing
blood management programs to enhance its ability to market its blood products
and services to hospitals and affiliated hospital groups. A blood management
program affords hospital customers the convenience and efficiencies of an in-
house blood program without the associated regulatory and management burdens
and related financial risks.
Cost containment pressures are forcing hospitals to find new ways of providing
cost-effective blood products and services in a community-based, patient-
focused model. Management believes that this environment provides opportunities
for an expansion of the Company's blood products and services business,
particularly its blood management programs.
The Company's corporate headquarters are located in Sherman Oaks, California,
a suburb of Los Angeles. Southern California operations are conducted from
this location and, starting in February 1996, from a blood center located at
the University of Southern California Health Sciences Campus. In December
1995, the Company opened a regional blood program in St. Louis, Missouri,
with a satellite location in Illinois.
FACTORS AFFECTING FORWARD-LOOKING INFORMATION
Certain information included in the documents incorporated by reference into
this Prospectus or that will be incorporated by reference into this
Prospectus upon their filing with the Commission include or will include
forward-looking statements. Forward-looking statements generally are those
that relate to events or transactions that have not yet occurred; expectations
or estimates of the Company or its management; growth, competition, business
and financing strategies and plans of the Company; or other future events or
facts. Forward-looking statements made by or on behalf of the Company involve
important risks and uncertainties, many of which are and will be beyond the
control of the Company. These risks and uncertainties could significantly
affect anticipated results in the future, both short-term and long-terms, and
accordingly, such results may differ, in come cases materially, from those
expressed in forward-looking statements made by or on behalf of the Company. The
documents incorporated by reference and to be incorporated by reference into
this Prospectus contain and will contain cautionary information concerning
some of the risks and uncertainties that may affect such forward-looking
statements, which should be read carefully prior to making an investment in
the Offered Shares.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Offered Shares
by the Selling Shareholders hereunder. If all of the Warrants were exercised
in full on the date of this Prospectus, the Company would receive approximately
$2.5 million in aggregate Warrant exercise proceeds. There can be no
assurance that any or all of the Warrants will be exercised.
3
<PAGE> 5
SELLING SHAREHOLDERS
</TABLE>
<TABLE>
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Number of Shares of Common Stock
---------------------------------------------
<S> <C> <C> <C>
Owned Prior Owned
to the Offering Being After the
Name (1) Offered Offering (2)
- ------------------------------ --------------- ----------- -------------
British Far East Holdings,
Ltd. (3) 10,000 10,000 --
George Egan 30,000 30,000 --
Jack R. Grossman and Kay S.
Grossman 215,000 200,000 15,000
Kensington Value Fund, LLC 450,600 100,000 350,600
Steve Kyman 50,000 50,000 --
Hayden Leason 250,000 250,000 --
M.A. Levy and Associates (4) 20,000 20,000 --
H. Glen Leason (5) 37,450 35,000 2,450
Albert W. Lupien & Alma O.
Lupien TTEES F/B/O The Lupien
Trust U/A DTD 11-10-75 100,000 100,000 --
William A. Lupien 175,000 (6) 175,000 --
Thomas Maloof 50,000 50,000 --
Medicorp Inc. (7) 400,000 400,000 --
Joseph McDonald (3) 35,000 10,000 25,000
Wayne Nicklin 57,150 50,000 7,150
Delaware Charter Guaranty
& Trust FBO John T. Rickard
IRA 25,000 25,000 --
Jeff Source and Jean A. Source 120,000 50,000 70,000
John C. Stout, Jr. 100,000 100,000 --
Torrey Pines Securities (5) 15,000 15,000 --
Jon Victor (8) 160,000 (9) 20,000 140,000
E. Keene Wolcott (3) 105,000 10,000 95,000
--------------- ----------- ------------
Total 2,405,200 1,700,000 705,200
</TABLE>
1. The information set forth in the table includes all Offered Shares and all
other shares of Common Stock beneficially owned by the indicated persons
on the date of this Prospectus, which includes shares of Common Stock
issuable upon exercise of options or warrants that are currently exercisable
or that will become exercisable within 60 days of the date of this
Prospectus.
2. Assumes that all Offered Shares are sold and that persons in the table do
not acquire additional shares.
3. Provided investor relations and corporate finance consulting services to
the Company during the period from July 1, 1993 through June 30, 1995.
4. Provided investor relations consulting services to the Company during the
period from July 1, 1993 through June 30, 1996.
4
<PAGE> 6
5. Provided services to the Company in connection with a private placement of
the Company's common stock in 1994.
6. Includes 25,000 shares beneficially owned by Range Partners, L.P. of which
Mr. Lupien is a general partner.
7. Licensed the rights to technology utilized by the Company's subsidiary,
HemaBiologics, Inc., to the Company.
8. Mr. Victor has been a director of the Company since June 1995.
9. Includes 15,000 shares issuable upon exercise of outstanding options issued
under the Company's 1986 Stock Option Plan.
PLAN OF DISTRIBUTION
Sale of Offered Shares
- ----------------------
The Offered Shares may be sold by the Selling Shareholders from time to time in
direct transactions, or through brokers, dealers or underwriters designated from
time to time, acting as agents or as principals. Such sales may be effected in
one or more transactions on the Nasdaq SmallCap Market or on any other over-
the-counter trading market on which the Common Stock may be traded (including
block trades), in negotiated transactions or in any combination of the
foregoing methods of sale, at prices related to the prevailing market price
of the Common Stock or at negotiated prices, to be determined at the time of
the sale. Upon the sale of the Offered Shares, the Selling Shareholders and
any broker, dealer or underwriter participating therewith may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Act, and any
commissions, discounts or concessions upon such sale, or any profit on the
resale of such shares, received thereby in connection with such sale may be
deemed to be underwriting commissions or discounts under the Act. The
compensation, including commissions, discounts, concessions and other
profits, received by any broker, dealer or underwriter in connection with
the sale of any of the Offered Shares may be less than or in excess of
customary commissions.
Potential Effect of the Offering on Net Operating Loss Carryforwards
- ---------------------------------------------------------------------
The Company currently has net operating loss carryforwards for Federal income
tax purposes of approximately $6.7 million as of December 31, 1995.
Acquisitions of Common Stock which result in changes in equity ownership in
the Company could result in an "ownership change" within the meaning of
Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"),
thereby imposing an annual limitation (the "Section 382 Limitation") on the
Company's ability to utilize its net operating loss carryforwards to reduce
future taxable income. In the event of a Section 382 Limitation, the
Company's utilization of its net operating loss carryforwards would be
restricted to an annual amount equal to the product of the equity value, as
defined in the Code, of the Company at the time of the applicable ownership
change multiplied by the long-term tax-exempt rate as published monthly by
the Internal Revenue Service. The expiration dates of the net operating loss
carryforwards would not be extended, and accordingly, a Section 382 Limitation
could result in the expiration of a portion of Company's net operation loss
carryforwards. The long-term, tax-exempt rate is currently 5.8%; such rate,
however, is subject to change, and it is impossible to predict whether the
equity value of the Company and such rate will increase, or decrease, and to
what extent.
This offering increases the likelihood that an "ownership change" will occur in
the future, and it is impossible for the Company to ensure that such
"ownership change" will not occur, in part because the Company has no
ability to restrict the acquisition or disposition of common stock by persons
whose ownership could cause an "ownership change." In addition, the Company
may in the future take certain actions which could give rise to an ownership
change, if in the exercise of the business judgment of the Company, such
actions are necessary or appropriate. If an "ownership change" were to occur
subsequent to the Private Placement, the Section 382 Limitation could have a
material adverse impact upon the Company's future earnings and cash flows.
LEGAL MATTERS
The validity of the Offered Shares has been passed upon for the Company by
Sanders, Barnet, Goldman, Simons & Mosk, a Professional Corporation, counsel
to the Company.
5
<PAGE> 7
INDEPENDENT PUBLIC ACCOUNTANTS
The audited financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the registration statement, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance
upon the authority of said firm as experts in giving said reports.
6
<PAGE> 8
PROSPECTUS
1,700,000 SHARES OF COMMON STOCK
HEMACARE CORPORATION
Table of Contents
- ------------------
Page
---------
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . 2
The Company . . . . . . . . . . . . . . . . . . . 3
Factors Affecting Forward-Looking Information . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . 3
Selling Shareholders. . . . . . . . . . . . . . . 4
Plan of Distribution. . . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . . 5
Independent Public Accountants. . . . . . . . . . 6
January __, 1997
<PAGE> 9
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14 Other Expenses of Issuance and Distribution
- ------- --------------------------------------------
The estimated expenses in connection with the offering are listed below. All
such expenses will be borne by the Company.
Registration Fee Under Securities
Act of 1933......................... $ 1,417
Blue Sky Fees and Expenses............ 2,500
Printing Costs........................ 500
Legal Fees and Expenses............... 5,000
Accounting Fees and Expenses.......... 2,500
Registrar and Transfer Agent Fee...... 1,500
Miscellaneous Expenses................ 1,500
---------
$ 14,917
Item 15 Indemnification of Directors and Officers
- ------- -----------------------------------------
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.
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.
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 Act.
II-1
<PAGE> 10
Item 16 Exhibits
- ------- --------
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<S> <C>
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).
</TABLE>
Item 17 Undertakings
- ------- ------------
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 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 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 an 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.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Act, 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 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15, above, 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 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 any 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.
II-2
<PAGE> 11
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-3 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.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------- ------------------- --------------------
<S> <C> <C>
/s/ Glenn W. Bartlett Chairman of the Board December 23, 1996
- ------------------------ of Directors
Glenn W. Bartlett, Ph.D.
/s/ Hal I. Lieberman President, Chief Executive December 23, 1996
- ------------------------- Officer and Director
Hal I. Lieberman (principal executive officer)
/s/ Sharon C. Kaiser Chief Financial Officer and December 23, 1996
- ------------------------- and Director (principal
SHaron C. Kaiser financial and accounting
officer
/s/ Jon B. Victor Director December 23, 1996
- -------------------------
Jon B. Victor
</TABLE>
S-1
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits Method of Filing
- ------- ------------------------------------------- -----------------------------
<S> <C> <C>
5.1 Opinion of Sanders, Barnet, Goldman, Filed herewith electronically
Simons & Mosk, A Professional Corporation
23.1 Consent of Arthur Andersen LLP Filed herewith electronically
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) Filed herewith electronically
</TABLE>
<PAGE> 13
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-3
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 1,700,000 shares (the "Shares") of its Common Stock, without
par value (the "Common Stock"), pursuant to a Registration Statement on Form S-3
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on or about December 23, 1996. The Shares
include an aggregate of 1,200,000 shares of Common Stock that are currently
outstanding (the "Outstanding Shares") and an aggregate of 500,000 shares of
Common Stock (the "Warrant Shares") issuable upon the exercise of certain
outstanding stock purchase warrants (the "Warrants").
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 Outstanding Shares are validly issued, fully paid and
nonassessable shares of Common Stock of the Company and that the Warrant
Shares, upon issuance pursuant to the exercise of the Warrants and the
payment of the exercise price therefor, 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 and to the reference to this Firm in the Prospectus
forming a part of the Registration Statement under the heading "Legal
Matters." 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
