As filed with the Securities and Exchange Commission on January 12, 1998
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): January 6, 1998
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
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Pursuant to the request of the Nasdaq Listing Qualifications Panel (the
"Panel"), and in connection with the Panel's determination to grant
HemaSure Inc. (the "Company") listing on the Nasdaq Small Cap Market,
included in Item 7 below are the consolidated balance sheets of the
Company as of November 30, 1997.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of the Registrant.
Consolidated Balance Sheets of the Registrant as of November 30,
1997, historical (unaudited) and pro forma as adjusted..............F-1
Note to Consolidated Balance Sheets.................................F-2
2
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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: January 12, 1998 By: /s/ James B. Murphy
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Name: James B. Murphy
Title: Senior Vice President
Finance and Administration
3
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<TABLE>
<CAPTION>
HemaSure Inc.
Consolidated Balance Sheets
(In thousands) November 30, 1997
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Historical
(unaudited)
Before Pro forma As Adjusted
Adjustments Adjustments(1) (unaudited)
ASSETS
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 2,289 $ 2,289
Marketable securities 6,784 6,784
Accounts receivable 457 457
Inventories 423 423
Assets held for sale 150 150
Prepaid expenses 49 49
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Total current assets 10,152 -- 10,152
Property and equipment, net 1,944 1,944
Other assets 65 65
----------------- ------------------- ----------------
Total assets $ 12,161 $ -- $ 12,161
================= =================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 866 $ 866
Accrued restructuring expenses 532 532
Accrued expenses 1,217 1,217
Note payable - current portion 28 28
Capital lease obligations-current portion 242 242
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Total current liabilities 2,885 -- 2,885
Capital lease obligations 342 342
Note payable 84 84
Convertible subordinated note payable 8,687 (8,687) --
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Total liabilities 11,998 (8,687) 3,311
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Stockholders' equity:
Common stock 82 8 90
Additional paid-in-capital 60,753 8,679 69,432
Unearned compensation (216) (216)
Unrealized holding loss of available for sale
marketable securities (3) (3)
Accumulated deficit (60,453) (60,453)
----------------- ------------------- ----------------
Total stockholders' equity 163 8,687 8,850
----------------- ------------------- ----------------
Total liabilities and stockholders' equity $ 12,161 $ -- $ 12,161
================= =================== ================
</TABLE>
F-1
1
<PAGE>
Note to Consolidated Balance Sheets
(1) The pro forma adjustment reflected in the balance sheet of November 30,
1997 represents the conversion of debt by HemaSure Inc. (the "Company")
related to a Restructuring Agreement, dated January 23, 1997 (the
"Restructuring Agreement"), in connection with the acquisition of the
plasma product unit of Novo Nordisk in May 1996. The principal amount of
the Note was approximately $11,700,000. The conversion reflected in this
pro forma Consolidated Balance Sheet includes the assumed forgiveness of
approximately $3,000,000 of this debt pursuant to the terms of the
Restructuring Agreement between the Company and the holder of the note.
There is no impact on the Consolidated Statement of Operations or the
Consolidated Statement of Cash Flows of the Company from this pro forma
adjustment. The holder of the note has contested the forgiveness of the
$3,000,000 amount. The Company believes that such claims are without
merit. However, the impact on Total stockholders' equity in the balance
sheet would be the same even if it were to be determined that the
$3,000,000 forgiveness was not warranted because the loss on
re-establishment of the $3,000,000 obligation, and its inclusion in
accumulated deficit, would be offset by the issuance of additional common
shares with related increases to common stock at par and additional
paid-in-capital.
F-2
