As filed with the Securities and Exchange Commission
on February 13, 1997
Registration No. 333-18599
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEMACARE CORPORATION
(Exact name of Registrant as specified in its Charter)
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<S> <C> <C>
California 8091 95-3280412
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employee
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 Amount to be Proposed maximum Proposed maximum Amount of
class securities registered offering price aggregate offering registration
to be registered (1) per share price fee
============================================================================================
Common Stock, 1,700,000 shares $2.75 (2) $4,675,000 (2) $1,417(4)
without par value
Common Stock, 20,000 shares $2.88 (3) 57,600 (3) 17(5)
without par value
---------------- ---------- ------
Total 1,720,000 shares $4,732,600 $1,434
============================================================================================
</TABLE>
(1) Includes an indeterminable number of shares which may be 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.
<PAGE> 2
(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.
(3) 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
February 6, 1996.
(4) Previously paid upon the filing of the Registration Statement on
December 23, 1996.
(5) Previously paid upon the filing of Amendment 1 to the Registration
Statement on February 10, 1997.
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.
ii
<PAGE> 3
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 1997
HEMACARE CORPORATION
1,720,000 Shares of Common Stock
_________________
This Prospectus relates to an aggregate of 1,720,000 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) 520,000 shares of Common Stock issuable upon exercise of (a) 120,000
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 $14,934. 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 February __, 1997, the last full day of trading before the effective
date of the Registration Statement, the last reported per share sale price of
the Common Stock on the Nasdaq SmallCap Market was $_____.
_________________
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 February ___, 1997
<PAGE> 4
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, each as amended by
Form 10-Q/A-1, for the quarterly periods ended March 31, 1996, June 30,
1996 and September 30, 1996 and Form 10-Q/A-2 for the quarterly period
ended 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> 5
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-term, 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> 6
SELLING SHAREHOLDERS
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Number of Shares of Common Stock
---------------------------------------------
Owned Prior to Being Owned After
Name the Offering Offered the Offering
- -------------------------------- ---------------- ---------- -------------
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 -
H. Glen Leason (5) 37,450 35,000 2,450
M. A. Levy and Associates (4) 20,000 20,000 -
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 (8) 55,000 30,000 25,000
Wayne Nicklin 57,150 50,000 7,150
Delaware Charter Guaranty & Trust
FBO John T. Rickard IRA 25,000 25,000 -
Jeff Sorce and Jean A. Sorce 120,000 50,000 70,000
John C. Stout, Jr. 100,000 100,000 -
Torrey Pines Securities (5) 15,000 15,000 -
Jon Victor (9) 160,000 (10) 20,000 140,000
E. Keene Wolcott (3) 105,000 10,000 95,000
--------- --------- -------
Total 2,425,200 1,720,000 705,200
</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> 7
(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) Provided investor relations and corporate finance consulting services to
the Company during the period from July 1, 1993 through June 30, 1995,
and is currently providing investor relations and corporate finance
consulting services to the Company under the terms of an agreement dated
November 1, 1996 (the "Consulting Agreement"). Under the terms of the
Consulting Agreement, Mr. McDonald was awarded warrants to purchase
20,000 shares of the Company's stock uopn the earliest of (i) November 1,
1998, (ii) the sale of substantially all of the assets of the Company, and
(iii) the 15th day prior to the date of record for determination of
shareholders entitled to receive rights in connection with any proposed
merger or consolidation in which the Company would not be the surviving
entity.
(9) Mr. Victor has been a director of the Company since June 1995.
(10) 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.
5
<PAGE> 8
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.
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> 9
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. . . . . . . . . . . . . . . . . . . . . . . . 6
Independent Public Accountants . . . . . . . . . . . . . . . 6
February __, 1997
<PAGE> 10
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 $ 1,434
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
_______
$14,934
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-2
<PAGE> 11
Item 16 Exhibits
- ------- --------
5.1* Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation.
5.2* 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).
23.3* Consent of Sanders, Barnet, Goldman, Simons & Mosk, A
Professional Corporation (contained in Exhibit 5.2).
24.1* Power of Attorney
- ------------------------------------
* Previously filed.
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 control-
ling 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> 12
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 13th day of February, 1997.
HEMACARE CORPORATION
By: /s/ Hal I. Lieberman
-------------------------
Hal I. Lieberman
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed below by the following
persons in the capcities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- -----
* Glenn W. Bartlett, Ph.D
- ----------------------------- Chairman of the February 13, 1997
Glenn W. Bartlett, Ph.D. Board of Directors
/s/ Hal I. Lieberman
- ----------------------------- President, Chief Februray 13, 1997
Hal I. Lieberman Executive Officer and
Director (principal
executive officer)
* Sharon C. Kaiser
- ----------------------------- Chief Financial Officer February 13, 1997
Sharon C. Kaiser and Director (principal
financial and accounting
officer)
- -----------------------------
Alan C. Darlington Director
* Jon B. Victor
- -----------------------------
Jon B. Victor Director February 13, 1997
* By: /s/ Hal I. Lieberman
- -----------------------------
Hal I. Lieberman
Attorney-in-Fact
S-1
<PAGE> 13
EXHIBIT INDEX
Exhibit
5.1* Opinion of Sanders, Barnet, Goldman, Simons & Mosk, A Professional
Corporation
5.2* 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)
23.3* Consent of Sanders, Barnet, Goldman, Simons & Mosk, A Professional
Corporation (Contained in Exhibit 5.2).
24.1* Power of Attorney
- --------------------------------------
* Previously filed.
</TABLE>
