UNITED STATES
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 the earliest event reported):  August 29, 2006

HEMACARE CORPORATION

(Exact name of registrant as specified in its charter)

California

 

000-15223

 

95-3280412

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

 

21101 Oxnard Street, Woodland Hills, CA 91367
(Address of principal executive offices) (Zip Code)

(818) 226-1968

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.01.                                          Completion of Acquisition or Disposition of Assets.

On August 29, 2006, HemaCare Corporation (the “Company”) purchased all the outstanding shares of the capital stock of Teragenix Corporation, a Florida corporation which provides human biological samples, quality control products and clinical trial management services (“Teragenix”), pursuant to that certain Stock Purchase Agreement dated as of August 29, 2006, among the Company, Teragenix, Joseph Mauro and Valentin Adia (the “Stock Purchase Agreement”).  The purchase price consisted of (i) up to $1,206,998 in cash, subject to adjustment based on the “Working Capital” (as defined) of Teragenix as of the closing date, (ii) up to an additional $250,000 in cash, subject to the Company’s right to set-off, (iii) 285,895 shares of the Company’s Common Stock, (iv) secured, subordinated promissory notes issued by the Company in the aggregate principal amount of $200,000, (v) up to 248,000 additional shares of the Company’s Common Stock based on the “EBIT” (as defined) of Teragenix for the fiscal year ended March 31, 2007, and (vi) up to an additional $1,300,000 in cash based on the EBIT of Teragenix for the three fiscal years ended December 31, 2008, all as more fully described in the Stock Purchase Agreement.

The Company has entered into an employment agreement with Messrs. Mauro and Adia, pursuant to which they are employed as the Division President and the Vice President of Business Development, respectively, of Teragenix.  The term of employment for (i) Messrs. Mauro and Adia commences on August 29, 2006 and expires on August 29, 2009 and automatically renews for an additional twelve months at the end of the initial term or any renewal term unless 90 days notice is given by either party.  Messrs. Mauro and Adia are entitled to receive (i) an annual base salary of $175,000 (subject to increase from time to time in the discretion of the Company’s board) and $125,000, respectively, (ii) a bonus of up to 20% and 16%, respectively of base salary upon the achievement of specific goals and objectives established by the Company’s Chief Executive Officer, (iii) reimbursement of reasonable and documented business expenses and (iv) all benefits available to the Company’s employees generally or to senior executives.  In addition, Messrs. Mauro and Adia are is entitled to receive (i) a $1,250 monthly automobile allowance and (ii) a whole life insurance policy in a face amount equal to their respective annual base salary.  In the event employment is terminated by the Company other than for “cause” (as defined) or by the employee for “good reason” (as defined), the employee shall be entitled to his annual base salary for the remainder of the term or twelve months, whichever is greater, and payment to continue his health insurance coverage for such period or until he obtains full-time employment, whichever is sooner.

On August 29, 2006, Teragenix issued to each of Dr. Lawrence Feldman and Dr. Karen Raben an unsecured, subordinated promissory note in the principal amount of $250,000, and the Company paid cash, contributed to Teragenix by Mr. Mauro, and issued to each of Drs. Feldman and Raben 78,947 shares of the Company’s Common Stock from the total shares issued as part of the purchase price, in exchange for and upon the cancellation by each of them of a promissory note in the principal amount of $450,000, dated November 11, 2005, issued by Teragenix to Dr. Feldman and Dr. Raben.

The foregoing summary of the transactions contemplated by the Stock Purchase Agreement, and the ancillary agreements referred to therein, is qualified in its entirety by the copies of such agreements attached hereto as exhibits and incorporated herein by reference.

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Item 3.02.                                          Unregistered Sales of Equity Securities.

In connection with the transactions described in Item 2.01, on August 29, 2006, the Company:

·                                          issued to Messrs. Mauro and Adia an aggregate of 128,000 shares of Common Stock;

·                                          agreed to issue to Messrs. Mauro and Adia up to an aggregate of 248,000 additional shares of Common Stock based on the EBIT of Teragenix for the fiscal year ended March 31, 2007; and

·                                          issued to Drs. Feldman and Raben an aggregate of 157,894 shares of Common Stock.

Such shares of Common Stock were issued, or will be issued if earned, directly, without the services of an underwriter, and without registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of that Act.

Item 7.01                                             Regulation FD Disclosure.

On August 29, 2006, the Company issued a press release describing the transactions contemplated by the Stock Purchase Agreement and the ancillary agreements referred to therein.  A copy of such press release is attached as Exhibit 99.10 to this Report and is incorporated herein by this reference.

On August 29, 2006, the Company held an investor conference call discussing the transactions contemplated by the Stock Purchase Agreement and the ancillary agreements referred to therein. A transcript of the conference call is attached as Exhibit 99.11 to this Report and is incorporated herein by reference.

Neither the information in this Item 7.01 nor Exhibit 99.10 and 99.11 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.                                          Financial Statements and Exhibits

(a)                                  Financial Statements of Businesses Acquired.

The financial statements required by this item will be filed not later than 71 calendar days after the date that this Report is filed with Securities and Exchange Commission.

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(b)                                 Pro Forma Financial Information.

The pro forma financial information required by this item will be filed not later than 71 calendar days after the date that this Report is filed with the Securities and Exchange Commission.

(d)                                 Exhibits

Exhibit No.

 

Description

99.1*

 

Stock Purchase Agreement dated as of August 29, 2006, among HemaCare Corporation, Joseph Mauro, Valentin Adia and Teragenix Corporation.

 

 

 

99.2

 

Escrow Agreement dated as of August 29, 2006, among HemaCare Corporation, Joseph Mauro, Valentin Adia and U.S. Bank, National Association.

 

 

 

99.3

 

Promissory Note dated August 29, 2006, in the principal amount of $153,800, of HemaCare Corporation payable to Joseph Mauro.

 

 

 

99.4

 

Promissory Note dated August 29, 2006, in the principal amount of $46,200, of HemaCare Corporation payable to Valentin Adia.

 

 

 

99.5†

 

Employment Agreement dated August 29, 2006, between HemaCare Corporation and Joseph Mauro.

 

 

 

99.6†

 

Employment Agreement dated August 29, 2006, between HemaCare Corporation and Valentin Adia.

 

 

 

99.7

 

Promissory Note dated August 29, 2006, in the principal amount of $250,000, of Teragenix Corporation, payable to Dr. Lawrence Feldman.

 

 

 

99.8

 

Promissory Note dated August 29, 2006, in the principal amount of $250,000, of Teragenix Corporation, payable to Dr. Karen Raben.

 

 

 

99.9

 

Letter agreement dated August 29, 2006, among HemaCare Corporation, Teragenix Corporation, Dr. Lawrence Feldman and Dr. Karen Raben.

 

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99.10

 

Press release dated August 29, 2006, entitled “HemaCare Announces Acquisition of Teragenix Corporation.”

 

 

 

99.11

 

Transcript of conference call conducted by HemaCare Corporation on August 29, 2006.

 

*                                         Certain exhibits and schedules to this exhibit have been omitted.  Any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

†                                          Management contracts and compensatory plans and arrangements.

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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.

Date:  September 5, 2006

HEMACARE CORPORATION

 

 

 

 

 

 

 

By

/s/ Robert S. Chilton

 

 

Robert S. Chilton,

 

 

Executive Vice President and Chief

 

 

Financial Officer

 

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Exhibit Index

Exhibit No.

 

Description

99.1*

 

Stock Purchase Agreement dated as of August 29, 2006, among HemaCare Corporation, Joseph Mauro, Valentin Adia and Teragenix Corporation.

 

 

 

99.2

 

Escrow Agreement dated as of August 29, 2006, among HemaCare Corporation, Joseph Mauro, Valentin Adia and U.S. Bank, National Association.

 

 

 

99.3

 

Promissory Note dated August 29, 2006, in the principal amount of $153,800, of HemaCare Corporation payable to Joseph Mauro.

 

 

 

99.4

 

Promissory Note dated August 29, 2006, in the principal amount of $46,200, of HemaCare Corporation payable to Valentin Adia.

 

 

 

99.5†

 

Employment Agreement dated August 29, 2006, between HemaCare Corporation and Joseph Mauro.

 

 

 

99.6†

 

Employment Agreement dated August 29, 2006, between HemaCare Corporation and Valentin Adia.

 

 

 

99.7

 

Promissory Note dated August 29, 2006, in the principal amount of $250,000, of Teragenix Corporation, payable to Dr. Lawrence Feldman.

 

 

 

99.8

 

Promissory Note dated August 29, 2006, in the principal amount of $250,000, of Teragenix Corporation, payable to Dr. Karen Raben.

 

 

 

99.9

 

Letter agreement dated August 29, 2006, among HemaCare Corporation, Teragenix Corporation, Dr. Lawrence Feldman and Dr. Karen Raben.

 

 

 

99.10

 

Press release dated August 29, 2006, entitled “HemaCare Announces Acquisition of Teragenix Corporation.”

 

 

 

99.11

 

Transcript of conference call conducted by HemaCare Corporation on August 29, 2006.

 

*                                         Certain exhibits and schedules to this exhibit have been omitted.  Any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

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†                                          Management contracts and compensatory plans and arrangements.

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