SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 1997
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HemaSure Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19410 04-3216862
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
140 Locke Drive, Marlborough, Massachusetts 01752
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 485-6850
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On April 2, 1996, Timothy J. Barberich was elected by the Board of
Directors of HemaSure Inc. (the "Company") to serve as Chairman of the Company.
Mr. Barberich has served as a director of the Company since its organization in
1993 and serves as President, Chief Executive Officer and a director of Sepracor
Inc., a specialty pharmaceutical company. In addition, Eugene J. Zurlo (the
former Chairman of the Company), Steven H. Rouhandeh (the former President and
Chief Executive Officer of the Company), Edward W. Kelly (the former Executive
Vice President and Chief Operating Officer of the Company), and Jeffrey B. Davis
(the former Senior Vice President and Chief Financial Officer of the Company)
were relieved of their duties as officers and employees of the Company. The need
to reduce G&A expense as the Company exited the plasma business and the desire
to focus management resources on the Company's core business of leukoreduction
and viral inactiviation technologies were the primary reasons for the
dismissals.
The Board of Directors of the Company thereafter appointed John F.
McGuire, the former Vice President and General Manager of Johnson & Johnson's
("J&J") Ortho Diagnostic Systems' Blood Bank Business Unit, to serve as Chief
Executive Officer, President and a director of the Company. Mr. McGuire has been
employed at J&J since 1988 and has held the positions of Marketing Director for
the AIDS and Hepatitis Business Unit; Managing Director of Ortho Diagnostic
Systems, United Kingdom and Belgium; Vice President, Sales and Marketing, North
America; and most recently, Vice President and General Manager of Ortho
Diagnostic Systems Blood Bank Business Unit. From 1977 to 1988, Mr. McGuire held
various positions at E.I. DuPont De Nemours & Company, the last of which was
National Sales Manager, AIDS and Hepatitis Business.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Press release, dated April 3, 1997.
10.2 Press release, dated April 8, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEMASURE INC.
(Registrant)
Date: April 8, 1997 By: /s/ Timothy J. Barberich
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Name: Timothy J. Barberich
Title: Chairman
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<PAGE>
EXHIBIT INDEX
Exhibit Page No.
10.1 Press release, dated April 3, 1997.
10.2 Press release, dated April 8, 1997.
Exhibit 10.1
PRESS RELEASE
HEMASURE HemaSure Inc.
140 Locke Drive
Marlborough, MA 01752-1146
508-485-6850
Fax 508-485-6045
Contacts: NEWS RELEASE
James B. Murphy
Senior Vice President
Finance & Administration
HemaSure Inc.
(508) 485-6850
HEMASURE ANNOUNCES CHANGES IN MANAGEMENT
MARLBOROUGH, Mass., April 3, 1997 -- HemaSure Inc. (Nasdaq: HMSR) today
announced that Timothy J. Barberich was elected by the Board of Directors of
HemaSure to serve as Chairman of the Board. Mr. Barberich has served as a
director of the Company since its organization in 1993 and serves as President,
Chief Executive Officer and a director of Sepracor Inc., a specialty
pharmaceutical company.
In addition, Eugene J. Zurlo (Chairman), Steven H. Rouhandeh (President and
CEO), Edward W. Kelly (the former Executive VP and COO), and Jeffrey B. Davis
(Senior VP and CFO) were relieved of their duties. The need to reduce G & A
expense as the Company exited the plasma business and the desire to focus
management resources on the Company's core business of leukoreduction and viral
inactivation technologies were cited as reasons for the dismissals.
The Board of Directors of the Company are conducting a search for a new
Chief Executive Officer, which is in the advanced stages of candidate selection.
"The Board continues to have confidence in the existing senior management
team of HemaSure, which includes Don Mareci, who heads the sales and marketing
activities of the Company, and Jim Murphy, Peter Sutcliffe and Eric Lee, who
spearhead the functions of finance, operations and R & D, respectively," said
Timothy J. Barberich. "Don Mareci will have overall responsibility for day to
day operations, reporting directly to the Board, on an interim basis."
HemaSure Inc. develops and delivers innovative separations and pathogen
inactivation technologies designed to set standards of safety for processing
blood components and plasma pharmaceuticals worldwide.
###
Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of the new Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties. Information
on the potential factors which could affect the company's actual results of
operations are included in its filing with the Securities and Exchange
Commission, including but not limited to its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
Exhibit 10.2
HemaSure
HemaSure Inc.
140 Locke Drive
Marlborough, MA 01752-1146
508-485-6850
Fax 508-485-6045
News Release
Contact:
James B. Murphy
Senior Vice President
Finance & Administration
HemaSure Inc.
(508) 485-6850
JOHN F. McGUIRE NAMED CEO OF HEMASURE
Former Johnson & Johnson Executive has 15 Years
Leadership Experience in Blood Bank Industry
MARLBOROUGH, Mass., April 8, 1997 -- HemasSure Inc. (Nasdaq: HMSR)
today announced that John F. McGuire, Former Vice President and General Manager
of Johnson & Johnson's (J & J) Ortho Diagnostic Systems' Blood Bank Business
Unit, has been named CEO, President and Director of the Company. McGuire has
spent more than 15 years as a leader in the blood banking business and has had a
distinguished career at DuPont and J & J.
"We believe Jack is a leader with a keen sense of strategy and is
clearly a builder," said Timothy J. Barberich, Chairman of HemaSure's Board. "In
addition, throughout his career at J & J and DuPont, he has refined the
disciplines of focus, decision making and accountability, which HemaSure needs
in order to be successful."
"I believe HemaSure's opportunities in leukodepletion technologies and
other initial thrusts of the Company are meaningful and important," said
McGuire. "I am delighted to join the Company."
-more-
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At DuPont from 1977 to 1988, Mr. McGuire held various management
positions, the last of which was National Sales Manager, AID's & Hepatitis
Business. Mr. McGuire joined J & J in 1988. Since then, he has held the
positions of: Marketing Director for the Aids and Hepatitis Business Unit;
Managing Director of Ortho Diagnostic Systems, U.K. and Belgium; Vice President,
Sales & Marketing, North America; and most recently, Vice President and General
Manager of Ortho Diagnostic Systems Blood Bank Business Unit, a unit with
approximately $200 million in annual revenues.
John McGuire, age 50, holds a BS in Chemistry from Iona College and an
MBA from Harvard University. He was a Captain in the U.S. Marine Corps. Mr.
McGuire is a member of the Board of Trustees of the National Blood Foundation
and serves on the boards of directors of multiple community organizations.
HemaSure Inc. develops and delivers innovative separations and pathogen
inactivation technologies designed to set standards of safety for processing
blood components and plasma pharmaceuticals worldwide.
Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of the new Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties. Information
on the potential factors which could affect the company's actual results of
operations are included in its filing with the Securities and Exchange
Commission, including but not limited to its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
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