SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 1996
HEMACARE CORPORATION
(Exact name of registrant as specified in its charter)
California
0-15223
95-3280412
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification Number)
4954 Van Nuys Boulevard
Sherman Oaks, California 91403
(Address of principal executive offices and Zip Code)
(818) 986-3883
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
<PAGE> 1
ITEM 5. OTHER EVENTS.
On August 19, 1996, HemaCare Corporation (the "Company") completed a private
placement of its common stock. Gross proceeds of the placement were $1,200,000,
and estimated expenses of the offering are $75,000. The primary purpose of the
offering was to increase the Company's capital to comply with NASDAQ SmallCap
Market listing requirements. The Company believes that it has satisfied all
current NASDAQ requirements to maintain the listing of its common stock in the
SmallCap Market. See "Management's Discussion and Analysis of Financial
Condition and Results of Operation - Liquidity and Capital Resources" in the
Company's Report on Form 10-Q for the quarterly period ended June 30, 1996.
The 1,200,000 shares of stock issued in connection with the placement have not
been registered under the Securities Act of 1933 or any state security act.
The Company is obligated to file a registration statement registering these
shares and make its best efforts to assure that such filing is declared
effective within six months of August 19, 1996 and that it remains effective
to August 19, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITTS.
(a) Financial statements.
---------------------
None.
(b) Pro forma financial information.
--------------------------------
HEMACARE CORPORATION
CONSOLIDATED CONDENSED PRO FORMA BALANCE SHEET (a)
<TABLE>
<CAPTION>
June 30, 1996
---------------------------------------------
Actual
(Unaudited) Adjustments Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 996,000 $1,200,000 b $ 2,196,000
Other current assets 2,035,000 2,035,000
------------- -------------
3,031,000 4,231,000
Plant and equipment 962,000 962,000
Other long-term assets 183,000 183,000
------------- -------------
$ 4,176,000 $ 5,376,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $ 2,283,000 75,000 c $ 2,358,000
Long-term liabilities 1,412,000 (600,000)d 812,000
------------- -------------
3,695,000 3,170,000
Shareholders' Equity
Common Stock 12,313,000 1,125,000 b, c 13,438,000
Accumulated Deficit (11,832,000) 600,000 d (11,232,000)
------------- -------------
481,000 2,206,000
------------- -------------
$ 4,176,000 $ 5,376,000
============= =============
</TABLE>
<PAGE> 2
___________________________
a. This Consolidated Condensed Pro Forma Balance Sheet has been prepared and
is being included in this Report in satisfaction of requirements imposed by
NASDAQ as a condition to the continued listing of the Company's common
stock in the NASDAQ SmallCap Market.
b. Gross proceeds of private placement which closed on August 19, 1996.
c. Estimated expenses of the placement.
d. Reversal of the non-current portion of the reserve for discontinued
operations which was provided for the resolution of a dispute with a
license holder. This portion of the reserve became unnecessary when the
dispute was settled in July 1996 without any payment by the Company.
(c) Exhibits.
---------
4.9 Registration Rights of Shareholders - Exhibit A of the Subscription
Agreement for Pirvate Placement closed on August 19, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 19, 1996
--------------------
HEMACARE CORPORATION
(Registrant)
By: /s/ Hal I. Lieberman
-------------------------------
Hal I. Lieberman, President
and Chief Executive Officer
2
EXHIBIT A
REGISTRATION RIGHTS
1. Registration.
(a) Subsequent to the Closing Date, the Company shall file and
use its best efforts to cause to be declared effective within six months after
the Closing Date an appropriate Registration Statement pursuant to the rules
and regulations ("Rules and Regulations") adopted by the Securities and
Exchange Commission ("Commission") under the Act, for the Shares. The Company
shall, at least 60 days prior to filing such Registration Statement, notify
each Subscriber (collectively, the "Subscribers") that a Registration
Statement will be filed. Subscribers who receive such notification shall then
have 30 days after receipt of such notification to inform the Company of their
intent to have their securities included in the Registration Statement. The
Company agrees to use its best efforts to keep the Registration Statement
continuously effective and usable for resale of the Shares for a period of two
years from the Closing Date or such shorter period which will terminate when
all the Shares covered by such Registration Statement have been sold pursuant
to such Registration Statement.
(b) The Company shall be obligated to effect only one
registration under Section 1(a). A registration pursuant to Section 1(a) will
not be deemed to have been effected unless it has been declared effective by
the Commission; provided, that if, after it has become effective, the offering
of Shares pursuant to such registration is interfered with by any stop order,
injunction or other order or requirement of the Commission or other
governmental agency or court, such registration will be deemed not to have
been effected.
(c) The Company shall be entitled to delay the filing of any
registration under this Section 1 for a period of up to 60 days in its
discretion.
(d) If a registration pursuant to this Section 1 involves an
underwritten offering, the Company and the holders of a majority of the Common
Stock for which registration has been requested shall mutually select the
managing underwriter.
2. Hold-Back Agreement. Each holder of Shares (whether or not
such Shares are covered by a Registration Statement filed pursuant to Section
1 hereof) agrees, if requested by the managing underwriters in an underwritten
offering, not to effect any public sale or distribution of securities of the
Company of the same class as the securities included in such Registration
Statement, including a sale pursuant to Rule 144 under the Act (except as part
of such underwritten registration), during the 10-day period prior to, and
during the 120-day period beginning on, the closing date of each underwritten
offering made pursuant to such Registration Statement, to the extent notified
in writing by the Company or the managing underwriters; provided, that all
officers and directors of the Company are subject to the same restrictions.
3. Non-Registrable Shares. Section 1 shall not apply to those
Shares which have previously been registered, which have been sold to the
public or which are entitled to be sold without restriction under Rule 144
under the Act or any successor statute.
4. Registration Expenses.
(a) Except as provided herein, all reasonable expenses incident
to the Company's performance of or compliance with the Company's registration
obligations will be borne by the Company, regardless of whether the
Registration Statement becomes effective.
(b) In connection with each Registration Statement required
hereunder, the Company will not reimburse the holders of Shares being
registered pursuant to such Registration Statement for the reasonable fees and
disbursements of counsel or experts retained by the Subscribers and any
underwriting commissions or similar fees will be borne by the participating
Subscribers.
5. Registration Procedures. In connection with any
registration of Shares under the Act pursuant to the terms hereof, the Company
will use its best efforts to effect such registration to permit the sale of
such Shares in accordance with the intended method or methods of disposition
thereof, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Commission a registration
statement with respect to such securities;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and the prospectus current and to comply with the provisions of the
Act with respect to the sale of all securities covered by such registration
statement;
(c) furnish to each seller such numbers of copies of preliminary
prospectuses and prospectuses and each supplement or amendment thereto and
such other documents as each seller may reasonably request in order to
facilitate the sale or other disposition of the securities owned by such
seller in conformity with (i) the requirements of the Act and (ii) the
seller's proposed method of distribution;
(d) use its best efforts to register or qualify the securities
covered by such registration statement under the securities or blue sky laws
of such jurisdictions within the United States as each subscriber shall
reasonably request, and do such other reasonable acts and things as may be
required of it to enable each Subscriber to consummate the sale or other
disposition in such jurisdictions of the securities owned by such seller;
provided, that the Company shall not be required to (i) qualify as a foreign
corporation or consent to a general and unlimited service of process in any
such jurisdiction, (ii) qualify as a dealer in securities or (iii) register or
qualify in more than 10 jurisdictions in the United States;
(e) notify each seller at any time when a prospectus relating to
the registration is required to be delivered under the Act, upon discovery
that, or upon the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances under which they were made, at the request
of any such seller promptly prepare and furnish to such seller a reasonable
number of copies of a supplement to or an amendment of such prospectus as may
be necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.
6. Indemnification.
(a) The Company will indemnify (i) each Subscriber, and
(ii) each underwriter, and its officers, directors, partners, legal counsel,
accountants and persons controlling a specified party within the meaning of
Section 15 of the Act ("Related Parties"), with respect to a registration or
qualification effected pursuant to this Agreement against all expenses,
claims, losses, damages and liabilities (or actions, proceedings, or
settlements in respect thereof) (x) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document (including any related
registration statement), incident to any registration or qualification, (y)
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (z) based on any violation by the Company of the Act or any
state securities laws or any rules or regulations thereunder applicable to the
Company and relating to action or inaction required of the Company in
connection with any such registration or qualification. The Company will
reimburse each Subscriber and each underwriter and its Related Parties, for
any legal and any other expenses reasonably incurred in connection with
investigating and defending or settling any claims, losses, damages,
liabilities or actions covered by this Section 6(a). However, the Company
will not be liable in any case covered by this Section 6(a) to the extent that
such expenses, claims, losses, damages, liabilities or actions arise out of or
are based on any untrue statement or omission based upon written information
furnished to the Company by any Subscriber or underwriter for use in such
registration or qualification. The indemnity agreement contained in this
Section 6(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld).
(b) Each Subscriber will, if Shares held by it are
included in the securities as to which such registration or qualification is
being effected, indemnify the Company, the Company's Related Parties, each
underwriter, if any, of the Company's securities covered by such a
registration statement, and each underwriter's Related Parties, against all
expenses, claims, losses, damages and liabilities (or actions, proceedings or
settlements in respect thereof) (x) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document (including any related
registration statement) incident to any registration or qualification, or (y)
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading. Each Subscriber will reimburse the Company, the underwriters and
the Company's and underwriter's Related Parties for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
claims, losses, damages, liabilities or actions, covered by this Section 6(b).
However, each Subscriber shall only be liable in any case covered by this
Section 6(b) for untrue statements (or alleged untrue statements) or omissions
(or alleged omissions) made in the registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by each subscriber for use
therein; provided, that the obligations of each Subscriber under this Section
6(b) shall not apply to amounts paid in settlement of any such claims, losses,
damages or liabilities (or actions in respect thereof) if the settlement is
affected without the consent of each Subscriber (which consent shall not be
unreasonably withheld).
(c) Each party entitled to indemnification under this
Section 6 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after the
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of
the claim or any litigation resulting therefrom. However, the Indemnified
Party shall approve the counsel for the Indemnifying Party, who shall conduct
the defense of such claim or any litigation resulting therefrom. The
Indemnified Party shall not unreasonably withhold its approval of the
Indemnifying Parties' counsel. In addition, the Indemnified Party may
participate in the defense at the Indemnified Party's expense. The failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement, except to the
extent such failure is not prejudicial. No Indemnifying Party, in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party a release from all
liability in respect to such claim or litigation. Each Indemnified Party
shall furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as such shall be
reasonably required in connection with defense of such claim and litigation
resulting therefrom.
(d) If the indemnification provided for in this Section 6
is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage or
expense referred to therein, then the Indemnifying Party, in lieu of
indemnifying the Indemnified Party hereunder, shall contribute to the amount
paid or payable by the Indemnified Party as a result of such loss, liability,
claim, damage or expense in the proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage or expense as well as any
other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the Indemnifying Party or by the Indemnified Party
and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with any underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
