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): October 22, 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 2. Acquisition or Disposition of Assets.
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On October 22, 1998, HemaCare Corporation ("HemaCare" or the
"Company") through its wholly owned subsidiary Coral Blood Services,
Inc. ("CBS"), acquired substantially all the assets of Coral
Therapeutics, Inc. ("Coral") from Coral's secured lender. Prior
to the acquisition, Coral provided blood services to major
university, teaching and community hospitals in Maine, New
Hampshire, Massachusetts, Connecticut, New York, North Carolina and
other states. The acquired assets include (i) approximately $1.7
million in accounts receivable, $555,000 of which are over 90
days old, (ii) fixed assets and (iii) Coral's rights under its
hospital contracts. HemaCare is currently in the process of
negotiating separate agreements with the hospitals previously
served by Coral and is providing services to most of these
hospitals under interim arrangements. CBS also acquired certain
equipment formerly used by Coral in providing blood services and
products, which the Company intends to continue using for the
same purposes. Concurrently with the closing of the asset purchase,
HemaCare extended offers of employment to most of Coral's employees.
The acquisition price of the assets was $950,000 in cash and
450,000 shares of HemaCare's Series B senior convertible preferred stock.
The Company financed the acquisition by (i) utilizing existing cash
balances, (ii) borrowing $600,000 on its line of credit and (iii) issuing
450,000 shares of HemaCare Series B senior convertible preferred stock.
The Series B preferred stock is convertible into 500,000 shares of HemaCare
common stock, at the option of the holder, one year after issuance. In
addition, HemaCare has entered into or expects to enter into non-competition
agreements with certain former managers of Coral pursuant to which HemaCare
expects to make cash payments and issue shares of HemaCare common stock and
warrants to purchase HemaCare common stock. HemaCare also expects to satisfy
certain liabilities of Coral to its ex-employees and to make payments
necessary to maintain essential business relationships.
This Form 8-K contains "forward-looking statements" within the
meaning of that term in the Private Securities Litigation Reform
Act of 1995 (Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended). Additional written or oral forward-looking
statements may be made by the Registrant from time to time in
filings with the Securities and Exchange Commission or otherwise.
Statements contained herein that are not historical facts are
forward-looking statements made pursuant to the safe harbor
provisions referenced above. Forward-looking statements are
inherently subject to risks and uncertainties some of which
cannot be predicted or quantified based on current expectations.
Although the Registrant believes that the expectations reflected
in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.
Consequently, future events and actual results could differ
materially from those set forth in, contemplated by, or
underlying the forward-looking statements contained herein
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(a) Financial Statements of Business Acquired. The
financial statements are not available and,
accordingly, are not included herein. The Registrant
plans to submit the financial statements of the
Business required to be filed under this item by
amendment not later than 60 days after the date on
which this report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The Registrant plans
to submit the pro forma financial information required
to be filed under this item by amendment not later than
60 days after the date on which this report on Form 8-K
must be filed.
(c) Exhibits
2.1 Foreclosure Sale Agreement dated as of October 22,
1998 (the "Foreclosure Sale Agreement"), by and
among HemaCare Corporation, a California
corporation (the "Registrant"), Coral Blood
Services, Inc., a California corporation and a
wholly-owned of the Registrant ("CBS"),
Comdisco, Inc., ("Comdisco"), and Comdisco Health
Care Group, Inc., as supplemented. (Schedules
and Exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. Such schedules and
exhibits are listed in the Foreclosure Sale
Agreement. The Registrant hereby agrees to
furnish supplementary to the Securities and
Exchange Commission, upon its request, any or all
such omitted schedules and exhibits.)
4.1 Certificate of Determination of the Registrant's
Series B Senior Convertible Preferred Stock.
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: November 5, 1998 By: /s/ Sharon C. Kaiser
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Sharon C. Kaiser, Chief
Financial Officer
and Sr. Vice President,
Finance
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INDEX TO EXHIBITS
Exhibit
Number Description Sequential Page No.
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2.1 Foreclosure Sale Agreement dated as of October 22, 1998 Filed herwith electroncally
(the "Foreclosure Sale Agreement"), by and among
HemaCare Corporation, a California corporation (the
"Registrant"), Coral Blood Services, Inc., a California
corporation and a wholly-owned of the Registrant
("CBS"), Comdisco, Inc., ("Comdisco"), and Comdisco
Health Care Group, Inc., as supplemented. (Schedules
and Exhibits have been omitted pursuant to Rule
601(b)(2) of Regulation S-K. Such schedules
and exhibits are listed in the Foreclosure Sale
Agreement. The Registrant hereby agrees to furnish
supplementary to the Securities and Exchange Commission,
upon its request, any or all such omitted schedules
and exhibits.)
4.1 Certificate of Determination of the Registrant's Filed herewith electronically
Series B Senior Convertible Preferred Stock.
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