SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party Other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Material
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
HEMACARE CORPORATION
- --------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------
2) Aggregate number of securities to which transactions applies:
-----------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
[LOGO]
HEMACARE CORPORATION
____________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 15, 2000
9:30 a.m.
_________________
The 2000 Annual Meeting of Shareholders (the "Meeting") of HemaCare
Corporation (the "Company") will be held at the Warner Center Marriott
Hotel, 21850 Oxnard Street, Woodland Hills, California 91367, on Thursday,
June 15, 2000 at 9:30 a.m. (Pacific Daylight Savings Time), for the
following purposes:
1. To elect five directors for the ensuing year;
2. To approve an amendment to the Company's 1996 Stock Incentive
Plan to increase from 1,400,000 to 2,000,000 the number of shares
of Common Stock authorized and reserved for issuance under the
Plan;
3. To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
Only holders of record of Common Stock of the Company at the close of
business on April 21, 2000 will be entitled to notice of and to vote at the
Meeting.
In order that your shares may be represented at the Meeting and to assure a
quorum, please complete, date and sign the enclosed Proxy and return it
promptly in the self-addressed, stamped envelope enclosed for that purpose,
whether or not you expect to attend the Meeting in person.
By Order of the Board of Directors
/s/ JoAnn R. Stover
--------------------------
JoAnn R. Stover
Secretary
Sherman Oaks, California
April 25, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE.
<PAGE>
HEMACARE CORPORATION
4954 Van Nuys Boulevard
Sherman Oaks, California 91403
April 25, 2000
__________________________
PROXY STATEMENT
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of HemaCare Corporation (the "Company"), for use only at the Annual
Meeting of Shareholders (the "Meeting") to be held at the Warner Center
Marriott Hotel, 21850 Oxnard Street, Woodland Hills, CA 91367, Thursday, June
15, 2000 at 9:30 a.m. (Pacific Daylight Savings Time) and at any and all
adjournments or postponements thereof. Unless the accompanying Proxy has
been previously revoked, the shares represented by the Proxy will, unless
otherwise directed, be voted at the Meeting for the nominees for election as
directors named below, for amendment to the Company's 1996 Stock Inventive
Plan and, with discretion, on all such other matters as may properly come
before the Meeting. A shareholder of record may revoke the Proxy at any time
prior to the voting of shares by voting in person at the Meeting or by filing
with the Secretary of the Company a duly executed Proxy bearing a later date
or an instrument revoking the Proxy. Shareholders whose shares are held in
street name should consult with their brokers or other nominees concerning
procedures of revocation.
In addition to soliciting Proxies by mail, the Company's officers, directors
and other regular employees, without additional compensation and upon Company
approval, may solicit Proxies personally or by other appropriate means. The
total cost of solicitation of Proxies will be borne by the Company. Although
there are no formal agreements to do so, it is anticipated that the Company
will reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding any Proxy soliciting
materials to their principals.
It is anticipated that this Proxy Statement and accompanying Proxy will first
be mailed to shareholders on or about May 1, 2000.
VOTING RIGHTS AND BROKER NON-VOTES
Holders of the Company's common stock, without par value (the "Common
Stock"), of record as of the close of business on April 21, 2000 are entitled
to vote on all matters presented to the Meeting. On April 21, 2000, there
were 7,588,857 of Common stock outstanding, which constitutes all of the
outstanding voting securities of the Company. Each holder of Common Stock is
entitled to one vote for each share held, except that in the election of
directors, each shareholder has cumulative voting rights and is entitled to
as many votes as equal the number of shares held multiplied by the number of
directors to be elected (five). All such votes may be cast for a single
candidate or distributed among any or all the candidates as the shareholder
sees fit. However, no shareholder shall be entitled to cumulate votes unless
the candidate's name has been placed in nomination prior to the voting and
the shareholder, or any other shareholder, has given notice at the Meeting
prior to the voting of their intention to cumulate their votes. The Company
is soliciting authority to cumulate votes in the election of directors, and
the enclosed Proxy grants discretionary authority for such purpose. The
election of directors requires the affirmative vote for each candidate of a
plurality of the votes cast. Approval of the amendment to the Company's 1996
Stock Incentive Plan requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock present, or represented,
and entitled to vote at the Meeting. Typically, any other matters that may
be presented at the Meeting will require the affirmative vote of a majority
of the shares represented and voting at the Meeting.
Abstentions, and any shares as to which a broker or nominee has indicated
that it does not have discretionary authority to vote ("broker non-votes"),
on a particular matter generally will be treated as shares that are present
and are entitled to vote for purposes of determining the presence of a quorum
(so long as any broker non-vote shares are voted on at least one matter at
the Meeting) but as unvoted for purposes of determining whether approval of
the shareholders has been obtained with respect to any such matter. Under
California law and the Company's Bylaws, a quorum consists of the presence in
<PAGE>
person or by proxy of the holders of a majority of the shares entitled to
vote at the Meeting, and a matter (other than the election of directors)
voted on by shareholders will be approved if it receives the vote of a
majority of the shares both present and voting, which shares also constitute
a majority of the required quorum, unless the vote of a greater number of
shares is required. Accordingly, abstentions and broker non-votes will have
no effect on such a vote; provided, however, that in the event the number of
shares voted affirmatively does not represent a majority of the required
quorum, abstentions and broker non-votes will have the effect of a "no" vote.
The approval of the amendment to the Company's 1996 Stock Incentive Plan is
subject to the requirements of Rule 16b-3 of the Securities and Exchange
Commission (the "SEC"), rather than California law. Rule 16b-3 requires the
affirmative vote of the holders of a majority of the shares present, or
represented, and entitled to vote at the Meeting, and the staff of the SEC
has indicated that under such a voting requirement, an abstention has the
effect of a "no" vote, and a broker non-vote has no effect on such vote.
Recently, the SEC amended its rule governing a company's ability to use
discretionary proxy authority with respect to shareholder proposals that were
not submitted by the shareholders in time to be included in the proxy
statement. As a result of that rule change, in the event a shareholder
proposal was not submitted to the Company prior to March 20, 2000 the
enclosed Proxy will confer authority on the proxyholders to vote the shares
in accordance with their best judgment and discretion if the proposal is
presented at the Meeting. As of the date hereof, no shareholder proposal has
been submitted to the Company, and management is not aware of any other
matters to be presented for action at the Meeting. However, if any other
matters properly come before the Meeting, the Proxies solicited hereby will
be voted by the proxyholders in accordance with the recommendations of the
Board of Directors. Such authorization includes authority to appoint a
substitute nominee for any Board of Directors' nominee identified herein
where death, illness or other circumstances arise which prevents such nominee
from serving in such position and to vote such Proxy for such substitute
nominee.
ELECTION OF DIRECTORS
Information Concerning the Nominees
- ------------------------------------
The Company's Bylaws provide for five directors. Each director will hold
office until the next Annual Meeting of Shareholders or until the election of
his or her successor. All Proxies received by the Board of Directors will be
voted for the election, as directors, of the nominees listed below if no
direction to the contrary is given. In the event that any nominee is unable
or declines to serve, an event that is not anticipated, the Proxies will be
voted for the election of any nominee who may be designated by the Board of
Directors.
The information set forth below is submitted with respect to the nominees for
whom it is intended that Proxies will be voted.
Alan C. Darlington (49), has been a Director since January 1997 and Chairman
of the Board since December 1997. In September 1998, Mr. Darlington was
appointed Executive Chairman and, in December 1998, assumed full time duties
as Executive Chairman. Prior to joining HemaCare Corporation, Mr.
Darlington was President of Timpe & Darlington, Inc., a healthcare management
consulting firm specializing in financial advisory services to physician
management companies and to other providers concerning managed care, which he
founded in 1991. Previously, he was a partner of Arthur Andersen & Co. where
he was employed from 1976 to 1991. Mr. Darlington received his Business
Administration degree from the School of Business at California State
University at Los Angeles in 1976 and has been a Certified Public Accountant
since 1978. Mr. Darlington was a member of the Audit and Compensation
committees from January 1997 to September 1998.
William D. Nicely (52), has been the Chief Executive Officer and a Director
since June 1998. Prior to joining the Company, Mr. Nicely had been Chief
Executive Officer of the Southern California Region of the American Red Cross
Blood Services since 1995. From 1994 to 1995, he was Senior Vice President
of Network Development and Operations of Community Care of America, a
<PAGE>
national health care company that owns and operates long-term care
facilities. Prior to that time, Mr. Nicely served as Chief Executive Officer
with several major medical centers and healthcare institutions in the
southwest. Mr. Nicely received his Bachelor of Science degree in Business
Administration and his Master of Science degree in Health Administration from
Ohio State University.
Charles R. Schwab, Jr. (35), has been a Director since December 1997. Since
1994, Mr. Schwab has been the general partner of Kensington Value Fund, a
private investment fund that is also a significant shareholder in the
Company. From 1990 to 1994, Mr. Schwab was employed as a proprietary money
manager for Paribas Limited in London, England, a subsidiary of Banque
Paribas, a French commercial bank. Mr. Schwab received his Business
Administration degree in 1986 at Northwestern University and his Masters
degree in Finance from the University of Chicago in 1989. Mr. Schwab has
been Chairman of the Compensation Committee since December 1997 and is a
member of the Audit Committee.
Julian L. Steffenhagen (56), has been a Director since December 1997. Since
1979, Mr. Steffenhagen has held several management positions at Beckman
Coulter, Inc. an international manufacturer of laboratory equipment and
diagnostic reagents. He is currently the Vice President, Strategic Planning,
Corporate Development and Investor Relations. He earned his Bachelor of
Science and Master of Science degrees in mechanical engineering, and his
Master of Business Administration degree from the University of Michigan.
Mr. Steffenhagen has been Chairman of the Audit Committee since December 1997
and is a member of the Compensation Committee.
Robert L. Johnson (61), has been a Director since April 1999. Since 1986,
Mr. Johnson has been the Senior Vice President, Legal and General Counsel of
the Catholic Healthcare West System, headquartered in San Francisco,
California. Prior to joining Catholic Healthcare West, Mr. Johnson was in
the private practice of law and is admitted to practice in the Federal and
State Courts of Arizona and California, as well as the United States Supreme
Court. He has been active in various health care related organizations and,
in 1995, served as the President of the American Academy of Healthcare
Attorneys. Mr. Johnson obtained his LL.B. degree, cum laude, from the
University of Arizona in 1962. Mr. Johnson is a member of the Audit and
Compensation committees.
The Board of Directors recommends a vote FOR each director nominated.
Directors and Executive Officers
- ---------------------------------
The Board of Directors currently consists of the nominees described above.
Messrs. Alan C. Darlington, William D. Nicely and Mr. David E. Fractor are
the executive officers of the Company.
David E. Fractor (40), has been Chief Financial Officer since June, 1999.
Prior to joining the Company, Mr. Fractor was Chief Financial Officer of the
Andwin Corporation a manufacturer and distributor of medical devices since
1996. From 1994 to 1996, Mr. Fractor consulted with various emerging public
companies. From 1986-1994, he was an audit manager at both Deloitte and
Touche and at Weber, Lipshie & Co., a regional accounting firm. He received
his Bachelor of Science degree in Accounting from the University of Southern
California in 1982 and has been a Certified Public Accountant since 1986.
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees of the Board
- -----------------------
The Board of Directors has had Audit and Compensation Committees since
January 1989. Members of the Audit and Compensation committees are
comprised of outside directors. As of April 2000, members of the Audit and
Compensation Committees include Messrs. Julian Steffenhagen, Robert Johnson
and Charles Schwab, Jr. Mr. Steffenhagen is chairman of the Audit Committee
and Mr. Schwab is chairman of the Compensation Committee.
The functions of the Audit Committee include reviewing and making
recommendations to the Board of Directors with respect to: The engagement or
re-engagement of an independent public accounting firm to audit the Company's
<PAGE>
financial statements for the then current fiscal year, and the terms of the
engagement; the policies and procedures of the Company with respect to
maintaining the Company's books and records and furnishing any necessary
information to the independent auditors; the procedures to encourage access
to the Audit Committee and to facilitate the timely reporting during the year
by authorized representatives of the Company's independent auditors to the
Audit Committee of their recommendations and advice; the implementation by
management of the recommendations made by the independent auditors in their
annual management letter; the adequacy and implementation of the Company's
internal audit controls and the adequacy and competency of the related
personnel; and such other matters relating to the Company's financial affairs
and accounts as the Audit Committee may in its discretion deem desirable.
The functions of the Compensation Committee include reviewing and making
recommendations to the Board of Directors with respect to the compensation
package to be offered to all Company officers and the incentive programs to
be offered to all employees in the effort to attract and retain qualified
personnel.
Meetings and Attendance
- ------------------------
The Board of Directors held six meetings and took action by unanimous written
consent (as permitted by California law) on seven occasions during 1999.
During 1999, each Director attended at least 83% of the total number of
meetings of the Board of Directors held during the period for which he was a
Director. Both the Audit and Compensation Committees met two times in 1999.
EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table sets forth information concerning the annual and long-
term compensation earned by the Company's Named Executive Officers for
services rendered in all capacities to the Company for the fiscal years ended
December 31, 1999, 1998 and 1997. The "Named Executive Officers" include the
Company's Chief Executive Officer and each person who served as an executive
officer at December 31, 1999 and was among the four most highly paid
executive officers of the Company, not including the Chief Executive Officer,
during fiscal 1999 with total annual salary and bonus of more than $100,000.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual Compensation Compensation
------------------------------------- -----------
Name and Securities All Other
Principal Salary Bonus Other Annual Underlying Compensation
Position Year ($) ($) Compensation(1) Options ($) (2)
- ----------------- ----- -------- ------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Alan C. Darlington 1999 $200,000 $ - - 250,000 $ -
Chairman (3) 1998 $ 98,000 $ - - - $ -
1997 $ - - - $ -
William D. Nicely 1999 $207,200(5) $40,000 - - $ 4,000
CEO 1998 $118,591(5) $ - - 200,000 $ 2,988
1997 $ - $ - - - $ -
David E. Fractor 1999 $ 59,231 $ - - 30,000 $ 1,481
CFO (6) 1998 $ - $ - - - -
1997 $ - $ - - - -
Joshua Levy 1999 $143,308 $ - - - $ 3,583
Medical Director 1998 $121,000 $ - - 100,000 $ 2,725
1997 $ 99,500 $ - - - $ 2,725
Dana Belisle 1999 $102,647 $ - - 35,000 $ 2,566
Chief Operating 1998 $ 21,180 $ - - 15,000 -
Officer, East 1997 $ - $ - - - -
Coast
</TABLE>
__________
(1) During fiscal 1997, 1998 and 1999, the Named Executive Officers received
personal benefits, the aggregate amounts of which for each Named
Executive Officer did not exceed the lesser of $50,000 or 10% of the
total of the annual salary and bonus reported for such Named Executive
Officer in such years.
(2) "All Other Compensation" consists of Company contributions to its
Employee Salary Deferral Plan (401(k)).
(3) Mr. Darlington was appointed Executive Chairman December 1998. In 1998,
Mr. Darlington received consulting fees as Chairman of the Board.
(4) In 1999, Mr. Darlington received 250,000 stock options under the Com-
pany's 1996 Stock Incentive Plan. Vesting was contingent upon the stock
price of the Company reaching certain targets. Per the Agreement,
62,500 shares were immediately vested and 62,500 would be vested when the
stock price reached $1.25, $1.50 and $1.75 for thirty trading days.
As of April 21, 2000, all options were fully vested.
(5) Mr. Nicely was appointed Chief Executive Officer effective June 1, 1998.
Included in his salary are $4,154 and $7,200 for automobile allowance in
1998 and 1999, respectively.
(6) Mr. Fractor was appointed Chief Financial Officer effective June 14, 1999.
(7) Mr. Belisle became an employee of Coral Blood Services, a subsidiary of
HemaCare Corporation, October 1998.
Ms. Sharon Kaiser was CFO of the Company through July 14, 1999 and an
employee through July 31, 1999. Ms. Kaiser's salary in 1999, 1998 and 1997
was $157,911, $135,307 and $125,000, respectively. Included in Ms. Kaisers
1999 salary is five months severance ($59,329). In 1999, 1998 and 1997, the
Company contributed $4,000, $3,847, and $3,068 to her Employee Salary
Deferral Plan (401(k)). Ms. Kaiser received a bonus of $18,000 in 1998.
All stock options granted in the fiscal year ending December 31, 1999 were
granted under the Company?s 1996 Stock Incentive Plan (the "1996 Plan").
The following two tables set forth information concerning stock options
granted to, exercised by and owned by the Named Executive Officers.
<PAGE>
OPTION/SAR GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term (1)
Options Employees in Price Expiration ------------------
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---------- ----------- ----------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Alan C
Darlington 250,000 64.10% $0.40 03/09/09 $27,628 $ 61,051
David E.
Fractor 30,000 7.69% $1.18 06/13/09 $ 9,847 $ 21,759
Dana Belisle 35,000 8.97% $0.625 03/09/09 $ 6,044 $ 13,355
</TABLE>
_____________
(1) The dollar amounts under these columns are the result of calculations
at the 5% and 10% annual rates of stock appreciation as required by
rules of the Securities and Exchange Commission and are not intended to
forecast possible future appreciation, if any, of the Company's stock
price. The amount of gain, if any, to the optionee is dependent
upon the increase in the price of the Company's Common Stock, which
will benefit all shareholders commensurately.
AGGREGATED OPTION EXERCISES IN FISCAL 1999
AND FISCAL 1999 YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying
Unexercised Options Value of Unexercised
at Fiscal In-the-Money Options
Year-End (#) at Fiscal Year-End ($)
------------------- ----------------------
Shares Value
Acquired on Realized Exer- Unexer- Exer- Unexer-
Name Exercise (#) ($) ciseable cisable cisable cisable
- ----------- ------------- --------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Alan C.
Darlington -0- $ 0 62,500 187,500 $16,016 $48,047
William D.
Nicely -0- $ 0 40,000 160,000 $ 1,250 $ 5,000
Dana Belisle -0- $ 0 3,000 47,000 $ 94 $ 1,469
David E. -0- $ 0 0 30,000 $ 0 $ 0
Fractor
Joshua Levy -0- $ 0 20,000 80,000 $ 625 $ 2,500
Sharon C.
Kaiser -0- $ 0 58,300 - $ 0 $ 0
</TABLE>
____________
(1) Based on a price per share of $0.656, which was the closing bid price of
the Common Stock on the OTC Bulletin Board at the close of business on
December 31, 1999.
Compensation of Directors
- -------------------------
Directors who are not employees of the Company receive $750 and reimbursement
of travel expenses for each Board meeting attended. Mr. Darlington received
$200,000 in 1999 for services rendered as Executive Chairman of the Company.
In March 1999, the Compensation Committee of the Board of Directors
formalized a contract for Mr. Darlington's full time services. (See
"Employment Agreements and Arrangements.")
Each person who has not previously served as a director of the Company and
who is initially elected or appointed as a non-employee director is granted a
vested option to purchase 15,000 shares of Common Stock at the market price
on the date of grant. In March 1999, the Compensation Committee approved
an annual grant of 15,000 vested stock options, exercisable at the market
price on the date of grant, to each outside board member.
<PAGE>
Employment Agreement and Arrangements
- -------------------------------------
Pursuant to an agreement effective as of March 10, 1999 (the "Darlington
Agreement"), Alan C. Darlington has been engaged as the Company's Executive
Chairman. The Darlington Agreement requires Mr. Darlington to devote
substantially all his time to the business of the Company. The Darlington
Agreement provides for an annual salary of $200,000 with annual bonus
opportunities contingent upon the Company's annual earnings growth as well as
an option to purchase up to 250,000 shares of the Company's common stock
subject to certain vesting requirements. The Darlington Agreement expires on
December 31, 2000 subject to automatic one-year extensions unless notice of
termination is provided by either party within 30 days prior to a scheduled
expiration date.
Pursuant to an Employment Agreement dated as of May 27, 1998 (the "Nicely
Agreement"), William D. Nicely has been employed as the Company's Chief
Executive Officer. The Nicely Agreement provides that Mr. Nicely receive an
annual salary of $200,000 and, subject to specified performance targets, an
annual bonus of up to 40% of his base salary and options to purchase 200,000
shares of the Company's common stock, subject to certain vesting requirements
as set forth in the Nicely Agreement. The Nicely Agreement expires on May
31, 2000, subject to automatic renewal unless notice of termination is
provided by either party.
In March 2000, the Compensation Committee approved severance packages for Mr.
David Fractor, the Company's Chief Financial Officer, Ms. JoAnn Stover, the
Company's Corporate Secretary, and Ms. Linda McDermott, the Company's Human
Resources Director. The Company has agreed that upon a change in control of
the Company and their employment is terminated, they would receive
termination payments equal to 12 months of their compensation.
Stock Option Plans
- -------------------
In 1996, the Board of Directors, with shareholder approval, adopted the
Company's 1996 Stock Incentive Plan (the "1996 Plan"). The purposes of the
1996 Plan are to (i) enable the Company to attract, motivate and retain top-
quality directors, officers, employees, consultants and advisors, (ii)
provide substantial incentives for such persons to act in the best interests
of the shareholders of the Company, and (iii) reward extraordinary effort by
such persons on behalf of the Company. The 1996 Plan provides for awards in
the form of stock options, which may be either "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or non-qualified stock options, or restricted stock.
The total number of shares of Common Stock available for distribution under
the 1996 Plan is 1,400,000, however, no award may be made at any time if,
after giving effect to such award, the total number of shares of Common Stock
issuable upon exercise of all outstanding options and warrants of the Company
(whether or not under the 1996 Plan) plus the total number of shares of
Common Stock called for under any stock bonus or similar plan of the company
(including shares of Common Stock underlying awards under the 1996 Plan)
would exceed 30% of the total number of shares of Common Stock outstanding at
the time of such award. As of April 15, 2000, there were options outstanding
under the 1996 Plan exercisable for 1,298,000 shares of Common Stock with
exercise prices ranging from $0.40 to $2.44 and with expiration dates ranging
from March 30, 2007 to February 28, 2010. As of April 15, 2000, 24,500
shares of Common Stock had been issued upon exercise of stock options granted
under the 1996 Plan.
Compensation Committee Interlocks and Insider Participation
- ------------------------------------------------------------
The Compensation Committee is composed entirely of non-employee directors
none of whom are affiliates of the Company. Messrs. Charles R. Schwab, Jr.,
Robert Johnson and Julien L. Steffenhagen are currently members of the
Committee. Mr. Schwab was appointed Chairman of the Committee in December
1997.
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") reviews and recommends to the
Board of Directors the compensation and other terms and conditions of
employment of the executive officers of the Company, as well as incentive
plan guidelines for Company employees generally. The Committee is composed
entirely of non-employee directors.
The policies underlying the Committee's compensation decisions are designed
to attract and retain the best qualified management personnel available. The
Company compensates its executive officers primarily through salaries. The
Company, at its discretion, may, as it has in other years, reward executive
officers through bonus programs based on profitability and other objectively
measurable performance factors.
In establishing executive compensation, the Committee evaluates individual
performance as it impacts overall Company performance with particular focus
on an individual's contribution to the realization of operating profits and
achievement of strategic business goals, including the timely development and
introduction of products and the creation of markets in new geographic
territories. The Committee also considers the performance of the Company
relative to the performance of its competitors and seeks to compensate
executives at levels comparable to the average compensation paid for similar
positions by other companies within the technological services industry which
are of a like size (in terms of net worth and level of business). Market
data on competitive compensation levels were obtained from proxy statements
disclosing compensation paid to executives in comparable positions in small-
to medium-sized businesses within the technological services industry. The
Company has, from time to time, gathered executive compensation information
from salary surveys conducted by outside consulting firms. The Committee
further attempts to rationalize a particular executive's compensation with
that of other executive officers of the Company in an effort to distribute
compensation fairly among the executive officers. Although the components of
executive compensation (salary and option grants) are reviewed separately,
compensation decisions are made based on a review of total compensation. The
number of shares covered by option grants is determined in the context of
this review. Because the Committee establishes the size of option grants
based on its evaluation of an individual's performance and competitive
factors, as described above, it does not consider options previously granted
in determining the size of any executive's option grant in a particular year.
As part of his employment agreement, Mr. Nicely, the Company's Chief
Executive Officer, receives an annual salary of $200,000 and, subject to
specified performance targets, an annual bonus of up to 40% of his base
salary. Mr. Nicely was also granted stock options to purchase 200,000 shares
of the Company's Common Stock, subject to certain vesting requirements as set
forth in the employment agreement. Mr. Nicely received a bonus of $40,000 in
1999.
Mr. Darlington, the Company's Executive Chairman, pursuant to his agreement,
receives an annual salary of $200,000 with annual bonus opportunities
contingent upon the Company's annual earnings growth. Mr. Darlington was
also granted stock options to purchase up to 250,000 shares of the Company's
Common Stock, subject to certain vesting requirements as set forth in the
Services Agreement. On March 31, 2000, Mr. Darlington received a bonus of
$60,000 for 1999 as per his agreement.
There were no employee bonus plans in effect in 1999. However, on March 30,
2000, the Committee approved $165,000 of 1999 income to be distributed
between the employees. Also, on March 30, 2000, the Board approved a
percentage allocation of pretax income in 2000 for employee bonuses.
Since the Company's historical levels of executive compensation have been
substantially less than $1,000,000 per employee annually, the Committee has
not yet established a policy with respect to qualifying compensation to the
Company's executive officers for deductibility under Section 162(m) of the
Internal Revenue Code of 1986, as amended.
Compensation Committee
Charles R. Schwab, Jr., Chairman, Robert L. Johnson and Julian L. Steffenhagen
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR HEMACARE CORPORATION
Set forth below is a graph comparing the yearly cumulative total shareholder
return on the Company's Common Stock, with the yearly cumulative total return
on (a) the Nasdaq Stock Market (U.S. Companies) Index and (b) the Nasdaq
Health Services Stock Index. The graph assumes $100 invested on December 31,
1994 in each of the Company's Common Stock, the NASDAQ Stock Market Index and
the NASDAQ Health Services Index. The comparison assumes that all dividends
are reinvested.
The comparisons in the graph below are based on historical data and are not
indicative of, or intended to forecast, the possible future performance of
the Company's Common Stock.
(PERFORMANCE GRAPH INSERTED)
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/30/96 12/29/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
HemaCare
Corporation 100.0 115.4 96.2 14.4 13.9 20.2
Nasdaq Stock
Market 100.0 141.3 173.9 213.1 300.4 556.0
(U.S. Companies)
Nasdaq Health
Services Stocks 100.0 127.0 126.8 130.1 110.3 90.0
</TABLE>
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth the ownership of the Company's Common Stock as
of March 30, 2000 by (i) all persons known to the Company to own
beneficially more than 5% of the outstanding Common Stock, (ii) each director
(and nominee for director) of the Company, (iii) each Named Executive Officer
and (iv) all executive officers and directors of the Company as a group.
Except as otherwise indicated, each of the persons named below has sole
voting and investment power with respect to the shares of Common Stock owned
by such shareholder.
<TABLE>
<CAPTION>
Number of Percent of
Shares Outstanding
Beneficially Common
Name Owned Stock
- ------------------------------------- --------------- ------------
<S> <C> <C>
Charles R. Schwab, Jr. (1) 637,100 (2)(3) 8.35%
Kensington Capital Management, Inc.(1) 588,100 (4) 7.75
ComDisco, Inc.(1) 500,000 (5) 6.18
Alan C. Darlington (1) 270,000 (6) 3.44
William D. Nicely (1) 80,000 (7) 1.04
Julian L. Steffenhagen (1) 60,000 (3) 0.79
Robert L. Johnson (1) 30,000 (8) 0.40
Dana Belisle (1) 10,000 (7) 0.13
David E. Fractor (1) 6,000 (7) 0.08
All executive officers and
directors as a group (7 persons) 1,093,100 13.57%
</TABLE>
___________
(1) The address of Kensington Value Fund, LLC. ("Kensington") and Charles R.
Schwab, Jr. is 8888 Keystone Crossing, Indianapolis, IN 46240. The
address for Mr. Robert Johnson is Catholic Healthcare West, 1700
Montgomery Street, San Francisco, CA 94111. The address for Mr. Julian
Steffenhagen is Beckman Coulter, 2500 Harbor Blvd., Fullerton, CA 92834.
The address for Messrs. Darlington, Nicely, Belisle and Fractor is 4954
Van Nuys Boulevard, Sherman Oaks, CA 91403. The address for ComDisco,
Inc. is 6111 North River Road, Rosemont, IL 60018.
(2) Includes 588,100 shares held by Kensington, of which Mr. Schwab is the
president and majority shareholder. Mr. Schwab disclaims beneficial
ownership of the shares beneficially owned by Kensington.
(3) Includes 45,000 shares issuable upon exercise of currently exercisable
options.
(4) Charles R. Schwab, Jr. is the president and majority shareholder of
Kensington. See Note 2.
(5) Represents 500,000 shares of preferred stock.
(6) Includes 250,000 shares issuable upon currently exercisable stock options.
(7) Represents shares issuable upon exercise of stock options exercisable
within 60 days of April 22, 2000.
(8) Represents shares issuable upon exercise of currently exercisable stock
options.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the directors
and officers of the Company and persons who own more than ten percent of the
Company's Common Stock to file with the SEC reports of initial ownership and
changes in ownership of the Company's Common Stock. All filings for officers
and directors have been filed on a timely basis.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
COMPANY PROPOSALS
The following proposals will be submitted for shareholder consideration and
voting at the Meeting.
Proposal 1 - Election of Directors
- ----------------------------------
Each of the following persons nominated for election as a director to hold
office until the next Annual Meeting of Shareholders and until the election
of his or her successor:
Alan C. Darlington
Charles R. Schwab, Jr.
Julian L. Steffenhagen
William D. Nicely
Robert L. Johnson
Each nominee listed above is currently a member of the Board of Directors.
All proxies received by the Board of Directors will be voted for the nominee
if no directions to the contrary are given. In the event that any nominee is
unable or declines to serve, an event that is not anticipated, the proxies
will be voted for the election of a nominee by the Board of Directors, or if
none are so designated, will be voted according to the judgement of the
person or persons voting the proxy.
Vote Required
- -------------
The election of directors requires the affirmative vote for each candidate of
a plurality of the votes cast. Votes withheld from any director are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business, but have no other legal effect.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE NOMINEES
Proposal #2 - To approve an amendment to the Company's 1996 Stock Incentive
Plan to increase from 1,400,000 to 2,000,000 the number of shares of Common
Stock authorized and reserved for issuance under the Plan
- ----------------------------------------------------------------------------
In March 2000, the Board of Directors unanimously approved, subject to
shareholder approval at the Meeting, an amendment to the Company's
1996 Stock Incentive Plan (the "1996 Plan") to increase the number of
shares of Common Stock covered by the 1996 Plan from 1,400,000 to
2,000,000.
The Board of Directors believes that the selective grant of stock
options is a cost effective means of attracting, motivating and
retaining key employees, officers, directors, consultants, business
associates and others having important business relationships with the
Company and that the availability of the greater number of shares
covered by the 1996 Plan, as amended, is important to the success of
the Company. As of April 15, 2000, 24,500 options had been exercised
and 1,298,000 options were outstanding, leaving 79,500 shares
available for future option grants under the 1996 Plan. The total of
2,000,000 shares authorized for issuance under the 1996 Plan would
represent approximately 26.4% of the outstanding shares of Common
Stock. The affirmative vote of the holders of a majority of the
<PAGE>
outstanding shares of Common Stock present, or represented, at the
Annual Meeting is required for approval of the amendment.
Principal Provisions of the 1996 Plan
- -------------------------------------
A summary of the principal provisions of the 1996 Plan is set forth
below and is qualified in its entirety by reference to the 1996 Plan.
A copy of the 1996 Plan is available from the Company's Secretary upon
request.
Shares. The total number of shares of Common Stock available for
distribution under the 1996 Plan is 1,400,000 provided, however, that
no award may be made at any time if, after giving effect to such
award, the total number of shares of Common Stock issuable upon
exercise of all outstanding options and warrants of the Company
(whether or not under the 1996 Plan) plus the total number of shares
of Common Stock called for under any stock bonus or similar plan of
the Company (including shares of Common Stock underlying awards under
the 1996 Plan) would exceed 30% of the total number of shares of
Common Stock outstanding at the time of such award. For purposes of
the foregoing: (i) those shares issuable upon exercise of rights,
options or warrants, or under a stock purchase plan, meeting certain
requirements specified in the Rules of the California Commissioner of
Corporations are not counted against the 30% limitation; (ii) any
outstanding preferred or senior common shares of the Company
convertible into Common Stock are to be deemed converted in
determining the total number of outstanding shares of Common Stock at
any time; and (iii) any shares of Stock subject to promotional waivers
under the Rules of the California Commissioner of Corporations are not
be deemed to be outstanding.
Shares awarded under the 1996 Plan may be authorized and unissued
shares or treasury shares. If shares subject to an option under the
1996 Plan cease to be subject to such option, or shares under the 1996
Plan are forfeited, such shares will again be available for future
distribution under the 1996 Plan, unless the forfeiting participant
received any benefits of ownership such as dividends from the
forfeited award.
Administration. The 1996 Plan will be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Board") or such other committee of directors as the Board shall
designate, which committee shall consist of not less than two
disinterested persons (as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act") or any successor
rule ("Rule 16b-3")) who shall serve at the pleasure of the Board,
each of whom shall also be an "outside director' within the meaning of
Section 162(m) of the Internal Revenue Code and Section 1.162-27 of
the Treasury Regulations or any successor provision(s) thereto
("Section 162(m)"); provided, however, that for so long as the version
of Rule 16b-3 in effect prior to May 1, 1991 is applicable with
respect to the Company, such committee shall consist of not less than
three persons meeting the foregoing qualifications; and provided,
further, that if there are not two or three persons, as the case may
be, on the Board who meet the foregoing qualifications, any such
committee may be comprised of two or more Outside Directors of the
Company. An Outside Director is defined under the 1996 Plan as a
director other than one who is an officer (other than a non-employee
Chairman of the Board of the Company) or employee of the Company. If
no such committee has been appointed by the Board, the 1996 Plan will
be administered by the Board. Such committee as shall be designated
to administer the 1996 Plan or the Board is hereinafter referred to as
the "Committee."
<PAGE>
Initially, the 1996 Plan will be administered by the Compensation
Committee, which is currently comprised of the Company's three Outside
Directors. The Company believes that each of the members of the
Compensation Committee meets the conditions for being an "outside
director" under Section 162(m).
The Committee is authorized to, among other things, set the terms of
awards to participants, other than Outside Directors, and waive
compliance with the terms of such awards. The provisions attendant to
the grant of an award under the 1996 Plan may vary from participant to
participant. The Committee has the authority to interpret the 1996
Plan and adopt administrative regulations, but it may not vary the
amount or terms of awards to Outside Directors from those set forth in
the 1996 Plan. The Committee may from time to time delegate to one or
more officers of the Company any or all of its authorities under the
1996 Plan, except with respect to awards granted to persons subject to
Section 16 of the Exchange Act. The Committee must specify the
maximum number of shares that the officer or officers to whom such
authority is delegated may award, and the Committee may in its
discretion specify any other limitations or restrictions on the
authority delegated to such officer or officers.
Participation. The Committee may make awards to officers, employees,
consultants, advisers and independent contractors of the Company or a
Related Company. A "Related Company" is any corporation, partnership,
joint venture or other entity in which the Company owns, directly or
indirectly, at least a 20% beneficial ownership interest. The
participants in the 1996 Plan, other than Outside Directors, are
selected from among those eligible in the sole discretion of the
Committee.
The 1996 Plan also provides for each person who has not previously
served as a director of the Company and who is initially elected or
appointed as an Outside Director on or after the effective date of the
1996 Plan to be granted, as of the date of such initial election or
appointment, a stock option to purchase 15,000 shares of Common Stock.
The terms of stock options to Outside Directors are described below.
Awards to Participants Other Than Outside Directors.
- ----------------------------------------------------
1. Stock Options.
Incentive stock options ("ISOs") and non-qualified stock options
may be granted for such number of shares of Common Stock as the
Committee determines; provided, that no participant may be granted
stock options in any calendar year on more than 250,000 shares of
Common Stock. A stock option will be exercisable at such times,
over such term and subject to such terms and conditions as the
Committee determines, provided that in the case of participants
other than officers, consultants or independent contractors stock
options must become exercisable at the rate of at least 20% per
year over five years from the date the stock option is granted.
The exercise price of stock options is determined by the Committee,
but may not be less than the per share fair market value of the
Common Stock on the date of grant, or 110% of such fair market
value if the recipient owns, or would be considered to own by
reason of Section 424(d) of the Code, more than 10% of the total
combined voting power of all classes of stock of the Company or any
parent or subsidiary of the Company. (ISOs are subject to
restrictions as to exercise period and exercise price as required
by the Code.)
Payment of the exercise price may be made in such manner as the
Committee may provide, including cash, delivery of shares of Common
Stock already owned or subject to award under the 1996 Plan. The
Committee may provide that all or part of the shares received upon
exercise of an option using restricted stock will be restricted
stock.
<PAGE>
Upon an optionee's termination of employment or other qualifying
relationship, the option will be exercisable to the extent
determined by the Committee; provided, however, that unless
employment or such other qualifying relationship is terminated for
cause (as may be defined by the Committee in connection with the
grant of any stock option), the Stock Option shall remain
exercisable (to the extent that it was otherwise exercisable on the
date of termination) for at least six months from the date of
termination if termination was caused by death or disability or at
least 90 days from the date of termination if termination was
caused by other than death or disability. The Committee may
provide that an option that is outstanding on the date of an
optionee's death will remain outstanding for an additional period
after the date of such death, notwithstanding that such option
would expire earlier under its terms.
A stock option agreement may permit an optionee to transfer the
stock option to his or her children, grandchildren or spouse
("Immediate Family"), to one or more trusts for the benefit of such
Immediate Family members, or to one or more partnerships in which
such Immediate Family members are the only partners if (i) the
agreement setting forth the stock option expressly provides that
the option may be transferred only with the express written consent
of the Committee, and (ii) the optionee does not receive any
consideration in any form whatsoever for such transfer. Any stock
option so transferred will continue to be subject to the same terms
and conditions as were applicable to the option immediately prior
to its transfer. Except as described above, stock options are not
transferable by the optionee otherwise than by will or by the laws
of descent and distribution.
2. Restricted Stock.
In making an award of restricted stock, the Committee will
determine the periods, if any, during which the stock is subject to
forfeiture, and the purchase price, if any, for the stock. The
vesting of restricted stock may be unconditional or may be
conditioned upon the completion of a specified period of service
with the Company or a Related Company, the attainment of specific
performance goals or such other criteria as the Committee may
determine.
During the restricted period, the award holder may not sell,
transfer, pledge or assign the restricted stock, except as may be
permitted by the Committee. The certificate evidencing the
restricted stock will be registered in the award holder's name,
although the Committee may direct that it remain in the possession
of the Company until the restrictions have lapsed. Except as may
otherwise be provided by the Committee, upon the termination of the
award holder's service with the Company or a Related Company for
any reason during the period before all restricted stock has
vested, or in the event the conditions to vesting are not
satisfied, all restricted stock that has not vested will be subject
to forfeiture and the Committee may provide that any purchase price
paid by the award holder, or an amount equal to the restricted
stock's fair market value on the date of forfeiture, if lower, will
be paid to the award holder. During the restricted period, the
award holder will have the right to vote the restricted stock and
to receive any cash dividends, if so provided by the Committee.
Stock dividends will be treated as additional shares of restricted
stock and will be subject to the same terms and conditions as the
initial grant, unless otherwise provided by the Committee.
Awards to Outside Directors. As described above, upon initial
election or appointment as a director of the Company, each Outside
Director will be granted a stock option to purchase 15,000 shares
of Common Stock. The exercise price for each stock option granted
to an Outside Director will be equal to the closing per share bid
<PAGE>
price of the Common Stock on the date of grant, and may be paid in
cash or shares of Common Stock that have been owned by the optionee
for a period of at least six months (with such shares valued at the
closing per share bid price of the Common Stock on the date of
delivery). Options granted to Outside Directors are immediately
exercisable and expire 10 years from the date of grant, subject to
earlier termination upon termination of the optionee's service as a
director. If an optionee's status as a director of the Company is
terminated for cause (as defined in the 1996 Plan), such director's
options will terminate on the date of such termination of service.
If an optionee's status as a director is terminated for any reason
other than death or termination for cause, such director's options
may be exercised only within 90 days of such termination of
service. If an optionee's status as a director of the Company is
terminated by reason of the optionee's death, such director's
options may be exercised by his or her legal representatives only
within one year following the director's death. Stock options
granted to Outside Directors are not transferable except by will or
by the laws of descent and distribution.
Change of Control Provisions. If there is a Change of Control of
the Company (as defined below), all stock options which are not
then exercisable will become fully exercisable and vested, and the
restrictions applicable to restricted stock will lapse and such
shares and awards will be deemed fully vested, unless otherwise
determined by the Committee at the time of grant. A Change of
Control occurs on the date that any person or group (other than the
Company or certain of its affiliates) becomes a beneficial owner of
40% or more of the Company's voting securities, the date on which a
majority of the Board of Directors consists of persons other than
Incumbent Directors (as defined in the 1996 Plan) or the date of
approval by the shareholders of certain agreements providing for
the merger, consolidation or disposition of all or substantially
all the assets of the Company.
Amendment and Termination. No awards may be granted under the 1996
Plan more than 10 years after the date of approval of the 1996 Plan
by the shareholders of the Company. The Board may discontinue the
1996 Plan at any earlier time and may amend it from time to time,
except that no amendment or discontinuation may adversely affect
any outstanding award without the holder's written consent.
Amendments to provisions governing awards to Outside Directors may
not be made more than once every six months, except as required by
law. Amendments may be made without shareholder approval except as
required to satisfy any applicable mandatory legal or regulatory
requirements, or as required for the 1996 Plan to satisfy the
requirements of Rule 16b-3, Section 162(m), Section 422 of the Code
or any other non-mandatory legal or regulatory requirements if the
Board of Directors deems it desirable for the 1996 Plan to satisfy
any such requirements.
Adjustment. In the event of any merger, reorganization,
consolidation, sale of substantially all assets, recapitalization,
stock dividend, stock split, spin-off, split-up, split-off,
distribution of assets or other change in corporate structure
affecting the Common Stock, a substitution or adjustment, as may be
determined to be appropriate by the Committee in its sole
discretion, will be made in the aggregate number of shares reserved
for issuance under the 1996 Plan, the maximum number of shares with
respect to which stock options may be granted to any participant
during any calendar year, the number of shares subject to
outstanding awards and the amounts to be paid by award holders or
the Company, as the case may be, with respect to outstanding
awards. No such adjustment may increase the aggregate value of any
outstanding award. If the Committee makes any adjustment under
this provision to outstanding stock options, a similar adjustment
will automatically be made with respect to stock options granted
and to be granted to Outside Directors.
<PAGE>
Substitute Options in Business Combinations. If the Company
succeeds to the business of another corporation through a merger or
consolidation, or through the acquisition of stock or assets of
such corporation, stock options may be granted under the 1996 Plan
to those employees of such corporation or its related companies who
become employees of the Company or a Related Company in
substitution for options to purchase stock of the acquired
corporation held by them at the time of such succession. The
Committee, in its sole discretion, will determine the extent to
which and the terms on which any such substitute stock options will
be granted. The exercise price of each substitute stock option
will be an amount such that, in the sole judgment of the Committee
(and if the stock options to be granted are intended to be ISOs, in
compliance with the Code), the economic benefit provided by such
substitute stock option is not greater than the economic benefit
represented by the stock option of the acquired corporation as of
the date of the acquisition. Any substitute stock option will
expire upon the expiration date of such other stock option or, if
earlier, 10 years after the date of grant of the substitute stock
option, and will be exercisable during the period(s) in which the
other stock option would have been exercisable.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL #2
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants appointed to audit the Company's 1999
financial statements were Arthur Andersen LLP, who continue to serve in such
capacity for the current year. A representative of Arthur Andersen LLP is
expected to be present at the Meeting with the opportunity to make a
statement if he or she so desires and to respond to appropriate questions.
FUTURE PROPOSALS OF SHAREHOLDERS
Under certain circumstances, shareholders are entitled to present proposals
at shareholder meetings. Any such proposal to be included in the proxy
statement for the Company's 2001 annual meeting of shareholders must be
submitted by a shareholder prior to January 4, 2001, in a form that complies
with applicable regulations. Recently, the SEC amended its rule governing a
company's ability to use discretionary proxy authority with respect to
shareholder proposals which were not submitted by the shareholders in time to
be included in the proxy statement. As a result of that rule change, in the
event a shareholder proposal is not submitted to the Company prior to March
14, 2001 the proxies solicited by the Board of Directors for the 2001 annual
meeting of shareholders will confer authority on the proxyholders to vote the
shares in accordance with their best judgment and discretion if the proposal
is presented at the 2001 annual meeting of shareholders without any
discussion of the proposal in the proxy statement for such meeting.
FORM 10-K
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (excluding the exhibits thereto) as filed with the SEC,
accompanies this Proxy Statement, but it is not deemed to be a part of the
proxy soliciting material.
<PAGE>
The Company will provide a copy of the exhibits to its Annual Report on Form
10-K for the fiscal year ended December 31, 1999 upon the written request of
any beneficial owner of the Company's securities as of the record date for
the Annual Meeting and reimbursement of the Company's reasonable expenses.
Such request should be addressed to the Company c/o JoAnn Stover, Corporate
Secretary, at 4954 Van Nuys Boulevard, Sherman Oaks, California 91403.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Shareholders calls for the transaction
of such other business as may properly come before the Meeting, the Board of
Directors has no knowledge of any matters to be presented for action by the
shareholders at the Meeting, other than as set forth above. The enclosed
Proxy gives discretionary authority, however, in the event that any
additional matters should be presented.
SHAREHOLDERS ARE URGED IMMEDIATELY TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
/s/ JoAnn R. Stover
----------------------------
JoAnn R. Stover
Secretary
Sherman Oaks, California
April 25, 2000.
<PAGE>
HEMACARE CORPORATION
This proxy is solicited on behalf of the Board of Directors
The undersigned appoints either or both Alan C. Darlington and/or William D.
Nicely as Proxy,with the power to appoint their respective substitutes, and
authorizes either or both of them to represent and to vote, as designated
below (including, as to Proposal 2, the discretionary authority to cumulate
votes), all the shares of Common Stock of HemaCare Corporation held of
record by the undersigned on April 21,2000 at the Annual Meeting of
Shareholders to be held on June 15, 2000 or any adjournment or postponement
thereof.
1. ELECTION OF DIRECTORS:
Please mark only one box per nominee. If no allocation is indicated,
an equal number of voting shares will be cast for each nominee.
Vote For Withhold Authority to Vote
-------- --------------------------
ALAN C. DARLINGTON / / / /
CHARLES R. SCHWAB, JR. / / / /
JULIAN L. STEFFENHAGEN / / / /
WILLIAM D. NICELY / / / /
ROBERT L. JOHNSON / / / /
2. To approve an amendment to the Company's 1996 Stock Incentive Plan to
increase from 1,400,000 to 2,000,000 the number of shares of Common Stock
authorized and reserved for issuance under the Plan
/ / For / / Against
(Continued and to be signed on back)
<PAGE>
This proxy, when properly executed will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 and 2. Please sign exactly as name appears below.
When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated:....................., 2000 _______________________________
_______________________________
(Signature if jointly held)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
