SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 1996
HEMACARE CORPORATION
(Exact name of registrant as specified in its charter)
California
0-15223
95-3280412
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification Number)
4954 Van Nuys Boulevard
Sherman Oaks, California 91403
(Address of principal executive offices and Zip Code)
(818) 986-3883
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 19, 1996, HemaCare Corporation (the "Company") completed a private
placement of its common stock. Gross proceeds of the placement were $1,200,000,
and estimated expenses of the offering are $75,000. The primary purpose of the
offering was to increase the Company's capital to comply with NASDAQ SmallCap
Market listing requirements. The Company believes that it has satisfied all
current NASDAQ requirements to maintain the listing of its common stock in the
SmallCap Market. See "Management's Discussion and Analysis of Financial
Condition and Results of Operation - Liquidity and Capital Resources" in the
Company's Report on Form 10-Q for the quarterly period ended June 30, 1996.
The 1,200,000 shares of stock issued in connection with the placement have not
been registered under the Securities Act of 1933 or any state security act.
The Company is obligated to file a registration statement registering these
shares and make its best efforts to assure that such filing is declared
effective within six months of August 19, 1996 and that it remains effective
to August 19, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITTS.
(a) Financial statements.
---------------------
None.
(b) Pro forma financial information.
--------------------------------
HEMACARE CORPORATION
CONSOLIDATED CONDENSED PRO FORMA BALANCE SHEET (a)
June 30, 1996
---------------------------------------------
Actual
(Unaudited) Adjustments Pro Forma
------------ ------------ ------------
ASSETS
Cash and cash equivalents $ 996,000 $1,200,000 b $ 2,196,000
Other current assets 2,035,000 2,035,000
------------- -------------
3,031,000 4,231,000
Plant and equipment 962,000 962,000
Other long-term assets 183,000 183,000
------------- -------------
$ 4,176,000 $ 5,376,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $ 2,283,000 75,000 c $ 2,358,000
Long-term liabilities 1,412,000 (600,000)d 812,000
------------- -------------
3,695,000 3,170,000
Shareholders' Equity
Common Stock 12,313,000 1,125,000 b, c 13,438,000
Accumulated Deficit (11,832,000) 600,000 d (11,232,000)
------------- -------------
481,000 2,206,000
------------- -------------
$ 4,176,000 $ 5,376,000
============= =============
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___________________________
a. This Consolidated Condensed Pro Forma Balance Sheet has been prepared and
is being included in this Report in satisfaction of requirements imposed by
NASDAQ as a condition to the continued listing of the Company's common
stock in the NASDAQ SmallCap Market.
b. Gross proceeds of private placement which closed on August 19, 1996.
c. Estimated expenses of the placement.
d. Reversal of the non-current portion of the reserve for discontinued
operations which was provided for the resolution of a dispute with a
license holder. This portion of the reserve became unnecessary when the
dispute was settled in July 1996 without any payment by the Company.
(c) Exhibits.
---------
4.9 Registration Rights of Shareholders - Exhibit A of the Subscription
Agreement for Pirvate Placement closed on August 19, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 19, 1996
--------------------
HEMACARE CORPORATION
(Registrant)
By: /s/ Hal I. Lieberman
-------------------------------
Hal I. Lieberman, President
and Chief Executive Officer
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