Unassociated Document
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): March 11, 2008
HEMACARE
CORPORATION
(Exact
name of registrant as specified in its charter)
|
California
|
000-15223
|
95-3280412
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
15350
Sherman Way, Suite 350, Van Nuys, CA 91406
(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:
Item
1.01. Entry
into a Material Definitive Agreement.
On
March
11, 2008, HemaCare Corporation (the "Company") entered into an Indemnification
Agreement (the “Agreement”) with Julian Steffenhagen, the Company’s Chief
Executive Officer. The Agreement requires the Company, among other things,
to
indemnify Mr. Steffenhagen against all direct and indirect costs of any type
or
nature whatsoever, including judgments, fines, penalties or amounts paid in
settlement actually and reasonably incurred by Mr. Steffenhagen in connection
with any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, in which Mr. Steffenhagen
may
be or may have been involved as a party or otherwise, by reason of the fact
that
he is or was a director or officer of the Company, by reason of any action
taken
by Mr. Steffenhagen or any inaction while acting as such director or officer
or
as otherwise described in the Agreement. This Agreement also requires the
Company to advance all expenses incurred by Mr. Steffenhagen in investigating
or
defending any such action, suit or proceeding.
The
foregoing summary of the Agreement is qualified in its entirety by the form
of
Agreement attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
8.01. Other
Events
Date
of 2008 Annual Meeting of Stockholders
On
May
21, 2008 at 10:00 AM, the Company will hold its annual meeting of shareholders
at the Company’s corporate offices located at 15350 Sherman Way, Suite 350, Van
Nuys, California, 91406.
Procedures
for Shareholder Proposals
The
Company's Bylaws provide that a shareholder who wishes to present a proposal
at
a shareholders' meeting must, among other things, provide (i) written notice
of
the proposal to the Secretary of the Company not less than 90 days before the
meeting or, if later, the seventh day following the first public announcement
of
the date of the meeting, (ii) a brief description of the proposal and the
reasons for conducting such business at the meeting, (iii) the name and
address as they appear on the Company's books of the shareholder proposing
such
business, (iv) the class and number of shares of the Company which are
beneficially owned by the shareholder, and (v) any material interest of the
shareholder in such business. In addition, the shareholder making such proposal
shall promptly provide any other information reasonably required by the Company.
Procedures
for Shareholder Nominations
Nominations
for the election of directors may be made by any shareholder entitled to vote
in
the election of directors. However, a shareholder may nominate a person for
election as a director at a meeting only if written notice of such shareholder's
intent to make such nomination has been given to the Secretary of the Company
no
later than the latter to occur of either (a) 90 days in advance of such
meeting, or (b) the seventh day following the first public announcement of
the date of such meeting. Each such notice must include: (1) the name and
address of the shareholder who intends to make the nomination and the name
and
address of the person or persons to be nominated, (2) a representation that
the shareholder is a beneficial owner of stock of the Company entitled to vote
at the meeting, and that the shareholder intends to appear in person or by
proxy
at the meeting and to nominate the person or persons specified in the notice,
(3) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made
by
the shareholder, (4) such other information regarding each nominee proposed
by such shareholder as would be required to be included in the Proxy Statement
filed pursuant to the proxy rules of the SEC, had the nominee been nominated,
or
intended to be nominated, by the Board of Directors, and (5) the consent of
each intended nominee named in the notice to serve as a director of the Company
if so elected. In addition, the shareholder making such nomination shall
promptly provide any other information reasonably requested by the Company.
The
chairman of any meeting of shareholders shall direct that any nomination not
made in accordance with the foregoing procedures will be
disregarded.
For
more
information, please refer to the Company’s Amended and Restated Bylaws, filed as
Exhibit 3.1 to the Company’s Form 8-K, filed with the United States
Securities and Exchange Commission on March 28, 2007.
Item
9.01. Financial
Statements and Exhibits
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(d)
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Exhibits
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Exhibit
No.
|
Description
|
| |
99.1
|
Form
of Indemnification Agreement executed March 11, 2008, between HemaCare
Corporation and Julian
Steffenhagen.
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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.
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HEMACARE
CORPORATION |
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|
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| Date: March 17, 2008 |
By: |
/s/ Robert
S.
Chilton |
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Robert
S. Chilton, |
| |
Executive
Vice
President and Chief Financial Officer |
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
99.1
|
Form
of Indemnification Agreement executed March 11, 2008, between HemaCare
Corporation and Julian
Steffenhagen.
|