SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 1998
HEMACARE CORPORATION
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(Exact name of registrant as specified in its chapter)
California
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(State or other jurisdiction of incorporations)
0-15223 95-3280412
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Commission File Number (IRS Employer Identification No.)
4954 Van Nuys Boulevard, Sherman Oaks, California 91403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818)986-3883
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Item 5. Other Events.
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On February 23, 1998, the Board of Directors of HemaCare Corporation (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, without par value (the
"Common Shares"), of the Company. The dividend is payable on March 10, 1998
to the shareholders of record on March 3, 1998 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock,
without par value (the "Preferred Shares"), of the Company, at a price of
$5.00 per one-hundredth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and U.S. Stock
Transfer Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of:
(i) the close of business on the tenth day after a public
announcement that a person or a group of affiliated or associated persons
(other than the Company, any subsidiary of the Company, any employee
benefit plan of the Company or a subsidiary of the Company or any entity
holding Common Shares for or pursuant to the terms of any such plan) (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares;
(ii) the close of business on tenth business day (or such later date
as may be determined by action of the Board of Directors prior to such time as
any person becomes an Acquiring Person) after the commencement of, or the
first public announcement of an intention of any person (other than the
Company, any subsidiary of the Company, any employee benefit plan of the
Company or a subsidiary of the Company or any entity holding Common Shares for
or pursuant to any such plan) to commence, a tender or exchange offer the
consummation of which would result in the beneficial ownership by such person
or group of 15% or more of the then outstanding Common Shares;
(iii) the close of business on the tenth day after all of the
following events have occurred: (A) the Board of Directors designates a
specific limitation (the "Ownership Limitation") on the amount of Common Stock
which a specified person may beneficially own (which may be more or less than
such person actually then owns), (B) the Board determines (x) that the
acquisition by such person of an amount of Common Shares exceeding the
Ownership Limitation is, or would likely be, intended to cause the Company to
repurchase the Common Shares beneficially owned by such person or to cause
pressure on the Company to take
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action or enter into a transaction or series of transactions intended to
provide such person with short-term financial gain under circumstances where
the Board determines that the best long-term interests of the Company and its
shareholders would not be served by taking such action or entering into such
transactions at that time, or (y) that Beneficial Ownership by such Person of
an amount of Common Shares exceeding the Ownership Limitation is causing or
reasonably likely to cause a material adverse impact (including, but not
limited to, impairment of relationships with customers or impairment of the
Company's ability to maintain its competitive position) on the business or
prospects of the Company, and (C) the specified person or group obtains or
has obtained (either before or after the events described in (A) and (B),
above) a number of shares of Common Stock which exceeds the Ownership
Limitation (thereby becoming an "Adverse Person");or
(iv) with respect to the dates described in (i) and (ii), above, such
later date or dates as the Board of Directors may designate; provided, that if
a later date or dates are designated, such designation shall be made on or
before the earlier of the dates specified in (i) or (ii), above;
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a
copy of this Summary of Rights attached to the Rights Agreement as Exhibit C
(the "Summary of Rights") attached thereto.
The Rights Agreement provides that, until the Distribution Date or
earlier redemption or expiration of the Rights, (i) the Rights will be
transferred with and only with the Common Shares, (ii) new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date, with or without such notation or a
copy of the Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence
the Rights as of and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 10, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
company, in each case as described below.
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The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon Exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event that the Company
(i) declares a dividend on the Preferred Shares that is payable in Preferred
Shares, (ii) subdivides, combines or reclassifies the outstanding Preferred
shares, (iii) grants to holders of the Preferred Shares certain rights or
warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less
than the then current market price of the Preferred Shares, or (iv)
distributes to holders of the Preferred Shares evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or subscription
rights or warrants (other than those referred to above).
In the event that (i) any person becomes an Acquiring Person (unless such
person first acquires 15% or more of the outstanding Common Shares through a
tender offer which meets all of the following criteria: the tender offer (A)
is made in the manner prescribed by Section 14(d) of the Securities Exchange
Act of 1934, as amended, and the rules of the Securities and Exchange
Commission, (B) is delivered to the Company in a written proposal, (C) is made
by a person who both owns 1% or less of the Company's outstanding Common Stock
and has not, during the last year, indicated an interest in acquiring control
of the Company at any time when it owned more than 1% of the outstanding
Common Stock, (D) is for the acquisition of all the Company's outstanding
Common Stock and other voting securities for cash, (E) is accompanied by a
written opinion of a nationally recognized investment banking firm stating
that the price to be paid for each class of outstanding Common Stock or other
voting securities is fair to the holders thereof, (F) states that the offeror
has obtained written financing commitments from recognized financing sources,
and/or has on hand cash or cash equivalents, sufficient to consummate the
tender offer, and (G) causes the offeror to be the owner of 80% or more of the
Company's outstanding Common Stock and other voting securities); or (ii) a
person becomes an Adverse Person, proper provision shall be made so that each
holder of a Right (other than Rights beneficially owned by the Acquiring
Person or Adverse Person and their respective associates and affiliates, which
will thereafter be void), will thereafter have the right to receive, upon
exercise thereof, at a price equal to the then current Purchase Price
multiplied by the number of one-hundredths of a Preferred Share for which a
Right is then exercisable, and in lieu of Preferred Shares, that number of
Common Shares having a market value of two times the exercise price of such
Right.
In the event that, at any time after a person becomes an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold or transferred, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have
a market value of two times the exercise price of the Right.
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At any time after a person becomes an Acquiring Person, but before any
Acquiring Person or Adverse Person acquires 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such Acquiring Person or group which have become
void), in whole or in part, for Common Stock or Preferred Stock of the Company
at an exchange ratio of one Common Share (or 1/100 of a Preferred Share) per
Right, subject to adjustment as provided in the Rights Plan.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a
Preferred Share) and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day
prior to the date of exercise.
At any time before the earlier of (i) the tenth day following the date on
which any Acquiring Person (or the Company) announces that such Acquiring
Person has obtained 15% or more of the Company's outstanding Common Stock,
(ii) the tenth day following the date on which any person becomes an Adverse
Person, (iii) such later date as the Board of Directors, or any authorized
committee of the Board, may designate (if it does so before the time periods
specified above have expired), or (iv) the Final Expiration Date, the Board of
Directors of the Company may redeem all, but not less than all, of the then
outstanding Rights at a price (subject to adjustment) of $.001 per Right,
rounded upward for each holder to the nearest whole cent (the "'Redemption
Price"), payable in cash or in Common Shares at the discretion of the Board of
Directors. The redemption of the Rights may be made effective at such time,
on such basis and with such condition as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will automatically terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights. As part of its
power to amend the Rights Plan, the Board may, at any time before a person
becomes an Acquiring Person or an Adverse Person, lower the threshold for
exercisability of the Rights from 15% to not less than the greater of (i) 11%
or (ii) any percentage greater than the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons (other than the Company or any of
its subsidiaries, any employee benefit plan of the Company or any of its
subsidiaries or any entity holding Common Shares for or pursuant to any such
plan). From and after such time as any person becomes an Acquiring Person or
an Adverse Person,
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however, no amendment may be made which would adversely affect the interests
of the holders of the Rights (other than an Acquiring or Adverse Person or
their affiliates or associates).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to the Company's shareholders or to the Company itself,
the shareholders may, depending on the circumstances, recognize taxable income
in the event that the Rights become exercisable for Common Stock of the
Company or for common stock of the acquiring company, as set forth above.
One Right will be distributed on March 10, 1998 to shareholders of the
Company for each Common Share owned of record by them on March 3, 1998. Until
the Distribution Date, the Company will issue one Right with each Common Share
that shall become outstanding so that all Common Shares will have attached
Rights. As of March 3, 1998, there were 7,190,710 Common Shares issued and
outstanding. Also as of March 3, 1998, there were 1,290,800 Common Shares
reserved for issuance in connection with management incentive plans and prior
acquisitions.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company, and under
certain circumstances the Rights beneficially owned by such a person or group
may become void. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors prior to the time
that a person or group has become an Acquiring Person, since prior to that
time the Rights may be redeemed by the Company at $.001 per Right.
The present distribution of the Rights is not taxable to the Company or
its shareholders. The Rights are not dilutive and will not affect reported
earnings per share. The Company will receive no proceeds from the issuance of
the Rights as a dividend.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
4. Rights Agreement dated as of March 3, 1998 between HemaCare
Corporation and U.S. Stock Transfer Corporation, as Rights
Agent. See also Exhibit 99.1
28.1. Press Release, dated March 5, 1998.
99.1 Agreement to Furnish Exhibits and Schedules.
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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, thereunto duly authorized.
HEMACARE CORPORATION
Date: March 5, 1998 By: /s/ Sharon C. Kaiser
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Sharon C. Kaiser, Chief
Financial Officer and
Senior Vice President,
Finance
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INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page No.
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4. Rights Agreement, dated as of March 3, 1998, 9
between HemaCare Corporation and U.S. Stock Transfer
Corporation, as Rights Agent. See also Exhibit 99.1.
28.1 Press Release dated March 5, 1998. 49
99.1 Agreement to Furnish Exhibits and Schedules. 51
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