(Mark
one)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2007
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ___________ to
_____________
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California
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95-3280412
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification Number)
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15350
Sherman Way, Suite 350
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Van
Nuys, California
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91406
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
registered pursuant to Section 12(b) of the Act:
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None
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Securities
registered pursuant to Section 12(g) of the Act:
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Common
Stock (without par value)
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Rights
to purchase Preferred Stock
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a.
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Recorded,
processed, summarized and reported within the time period specified in the
Securities and Exchange Commission’s rules and forms;
and
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b.
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Accumulated
and communicated to our management, including our principal executive and
principal financial officer, to allow timely decisions regarding required
disclosure.
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·
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Potential impact on the accuracy
of the financial statements
(30%)
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·
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Nature and complexity
(20%)
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·
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Degree of subjectivity
(20%)
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·
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Potential for fraud
(20%)
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·
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Previously identified errors
(10%)
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·
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developed
a list of identified control
weaknesses;
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·
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developed
action plans to correct each identified
weakness;
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·
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held
meetings to discuss the allocation of resources and timelines to complete
each action plan;
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·
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instituted
other mitigating controls over revenue recognition and over the use of
spreadsheets to enhance the control environment pertaining to these areas
of material weakness; and
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·
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evaluated
and standardized SOX testing and
controls.
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·
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evaluate
accounting and control systems to identify opportunities for enhanced
controls;
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·
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recruit
and hire additional staff to provide greater segregation of
duty;
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·
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evaluate
the need for other employee
changes;
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·
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expand
executive management's ongoing communications regarding the importance of
adherence to internal controls and company
policies;
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·
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implement
an internal auditing function at HemaCare and its subsidiaries;
and
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·
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evaluate
such other actions as the Company’s advisors may
recommend.
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2.1
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Stock
Purchase Agreement dated August 29, 2006, among HemaCare Corporation,
Joseph Mauro, Valentin Adia and Teragenix Corporation, incorporated by
reference to Exhibit 99.1 to Form 8-K of the Registrant filed on September
5, 2006.
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2.2
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Amendment
to Stock Purchase Agreement, dated as of November 14, 2006, among HemaCare
Corporation, Joseph Mauro, Valentin Adia and Teragenix Corporation,
incorporated by reference to Exhibit 99.12 to Amendment No. 1 to Form 8-K
of the Registrant filed on November 15,
2006.
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3.1
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Restated
Articles of Incorporation of the Registrant, incorporated by reference to
Exhibit 3.1 to Form 10-K of the Registrant for the year ended December 31,
2002.
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3.2
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Amended
and Restated Bylaws of the Registrant, as amended, incorporated by
reference to Exhibit 3.1 to Form 8-K of the Registrant filed on March 28,
2007.
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4.1
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Rights
Agreement between the Registrant and U.S. Stock Transfer Corporation dated
March 3, 1998, incorporated by reference to Exhibit 4 to Form 8-K of the
Registrant dated March 5, 1998.
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4.2
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Form
of Common Stock Certificate, incorporated by reference to Exhibit 4.4 to
Form S-8 of the Registrant dated July 10,
2006.
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10.1*
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1996
Stock Incentive Plan, as amended, of the Registrant, incorporated by
reference to Appendix to the Proxy Statement of the Registrant filed on
April 14, 2005.
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10.2*
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2006
Equity Incentive Plan of the Registrant, incorporated by reference to
Annex A to the Proxy Statement of the Registrant filed on April 21,
2006.
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10.3*
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2004
Stock Purchase Plan of the Registrant, incorporated by reference to
Exhibit 10.2 to Form 10-K of the Registrant for the year ended December
31, 2004.
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10.4
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Loan
and Security Agreement between the Registrant, Coral Blood Services, Inc.
and Comerica Bank dated November 19, 2002, incorporated by reference to
Exhibit 10.2 to Form 10-K of the Registrant for the year ended December
31, 2002.
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10.5
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First
Modification to Loan and Security Agreement between the Registrant, Coral
Blood Services, Inc. and Comerica Bank dated March 22, 2004, incorporated
by reference to Exhibit 10.1 of Form 10-Q of the Registrant for the
quarter-ended March 31, 2004.
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10.6
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Second
Modification to Loan and Security Agreement between the Registrant, Coral
Blood Services, Inc. and Comerica Bank dated July 1, 2005, incorporated by
reference to Exhibit 10.1 of Form 8-K of the Registrant dated July 1,
2005.
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10.7
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Third
Modification to Loan and Security Agreement between the Registrant, Coral
Blood Services, Inc. and Comerica Bank dated January 31, 2006,
incorporated by reference to Exhibit 99.1 of Form 8-K of the Registrant
filed on February 3, 2006.
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10.8
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Lease
agreement between HemaCare Corporation, as tenant, and ECI Sherman
Plaza LLC, as landlord for approximately 20,000 square feet located in Van
Nuys, California, dated February 10, 2006, incorporated by reference to
Exhibit 99.1 of Form 8-K of the Registrant filed on March 1,
2006.
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10.9
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Amended
and Restated Loan and Security Agreement among HemaCare Corporation, Coral
Blood Services, Inc. and HemaCare BioScience, Inc. and Comerica Bank dated
September 26, 2006, incorporated by reference to Exhibit 99.1 to Form 8-K
of the Registrant filed on September 29,
2006.
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10.9.1
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First
Modification to Amended and Restated Loan and Security Agreement among
HemaCare Corporation, Coral Blood Services, Inc., HemaCare BioScience,
Inc. and Comerica Bank, dated March 26, 2007, incorporated by reference to
Exhibit 99.1 to Form 8-K of the Registrant filed on March 28,
2007.
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10.10*
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Employment
Agreement between the Registrant and Joshua Levy dated March 22, 2000,
incorporated by reference to Exhibit 10.12 of Form 10-K of the Registrant
for the year ended December 31,
2000.
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10.11*
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Employment
Letter between the Registrant and Judi Irving, dated December 6, 2002,
incorporated by reference to Exhibit 10.8 to Form 10-K of the Registrant
for the year ended December 31,
2002.
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10.12*
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Change
of Control Agreement between HemaCare Corporation and Judi Irving,
President and Chief Executive Officer dated June 6, 2005, incorporated by
reference to Exhibit 10.1 to Form 8-K of the Registrant filed on June 10,
2005.
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10.13*
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Change
of Control Agreement between HemaCare Corporation and Robert Chilton,
Executive Vice President and Chief Financial Officer, dated June 6, 2005,
incorporated by reference to Exhibit 10.2 to Form 8-K of the Registrant
filed on June 10, 2005.
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10.14
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Master
Security Lease Agreement between the Registrant and GE Capital Healthcare
Financial Services dated December 26, 2002, incorporated by reference to
Exhibit 10.10 to Form 10-K of the Registrant for the year ended December
31, 2002.
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10.15*
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Employment
Letter between the Registrant and Robert S. Chilton, dated October 3,
2003, incorporated by reference to Exhibit 10.1 to Form 10-Q of the
Registrant for the quarter ended September 30,
2003.
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10.16*
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Indemnification
Agreement between HemaCare Corporation and Judi Irving, President and
Chief Executive Officer dated July 5, 2006, incorporated by reference to
Exhibit 99.1 to Form 8-K of the Registrant filed on July 6,
2006.
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10.17*
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Indemnification
Agreement between HemaCare Corporation and Robert Chilton, Executive Vice
President and Chief Financial Officer dated July 5, 2006, incorporated by
reference to Exhibit 99.1 to Form 8-K of the Registrant filed on July 6,
2006.
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10.18
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Escrow
Agreement dated as of August 29, 2006, among HemaCare Corporation, Joseph
Mauro, Valentin Adia and U.S. Bank, National Association, incorporated by
reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed
on September 5, 2006.
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10.19
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Promissory
Note dated August 29, 2006, in the principal amount of $153,800, of
HemaCare Corporation payable to Joseph Mauro, incorporated by reference to
Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed on September
5, 2006.
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10.20
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Promissory
Note dated August 29, 2006, in the principal amount of $46,200, of
HemaCare Corporation payable to Valentin Adia, incorporated by reference
to Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed on
September 5, 2006.
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10.21*
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Employment
Agreement dated August 29, 2006, between HemaCare Corporation and Joseph
Mauro, incorporated by reference to Exhibit 99.5 to Registrant’s Current
Report on Form 8-K filed on September 5,
2006.
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10.22*
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Employment
Agreement dated August 29, 2006, between HemaCare Corporation and Valentin
Adia, incorporated by reference to Exhibit 99.6 to Registrant’s Current
Report on Form 8-K filed on September 5,
2006.
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10.23
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Promissory
Note dated August 29, 2006, in the principal amount of $250,000, of
Teragenix Corporation, payable to Dr. Lawrence Feldman, incorporated by
reference to Exhibit 99.7 to Registrant’s Current Report on Form 8-K filed
on September 5, 2006.
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10.24
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Promissory
Note dated August 29, 2006, in the principal amount of $250,000, of
Teragenix Corporation, payable to Dr. Karen Raben, incorporated by
reference to Exhibit 99.8 to Registrant’s Current Report on Form 8-K filed
on September 5, 2006.
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10.25
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Letter
agreement dated August 29, 2006, among HemaCare Corporation, Teragenix
Corporation, Dr. Lawrence Feldman and Dr. Karen Raben, incorporated by
reference to Exhibit 99.9 to Registrant’s Current Report on Form 8-K filed
on September 5, 2006.
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10.26
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Select
Series License Agreement with Prelude Exhibit dated December 29, 2006,
between Information Data Management, Inc. and HemaCare Corporation,
incorporated by reference to Exhibit 99.1 to Registrant’s Current Report
on Form 8-K filed on January 5,
2007.
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10.27*
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First
Amendment to Employment Agreement between HemaCare Corporation and Joshua
Levy, M.D. dated March 31, 2005 incorporated by reference to Exhibit 10.27
to Form 10-K of the Registrant for the year ended December 31, 2006 filed
April 2, 2007.
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10.28
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Employee
Proprietary Information and Inventions Agreement between Teragenix
Corporation and Joseph Mauro dated August 29, 2006, incorporated by
reference to Exhibit 99.1 to Form 8-K of the Registrant filed on November
7, 2007.
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10.29
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Employee
Proprietary Information and Inventions Agreement between Teragenix
Corporation and Valentin Adia dated August 29, 2006, incorporated by
reference to Exhibit 99.2 to Form 8-K of the Registrant filed on November
7, 2007.
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10.30
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Noncompetition
Agreement between Teragenix Corporation and Joseph Mauro dated August 29,
2006, incorporated by reference to Exhibit 99.3 to Form 8-K of the
Registrant filed on November 7,
2007.
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10.31
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Noncompetition
Agreement between Teragenix Corporation and Valentin Adia dated August 29,
2006, incorporated by reference to Exhibit 99.4 to Form 8-K of the
Registrant filed on November 7,
2007.
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10.32
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Security
Agreement between Teragenix Corporation and Joseph Mauro dated August 29,
2006, incorporated by reference to Exhibit 99.5 to Form 8-K of the
Registrant filed on November 7,
2007.
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10.33
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Security
Agreement between Teragenix Corporation and Valentin Adia dated August 29,
2006, incorporated by reference to Exhibit 99.6 to Form 8-K of the
Registrant filed on November 7,
2007.
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10.34
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Assignment
for the Benefit of Creditors made as of December 4, 2007, incorporated by
reference to Exhibit 99.1 to Registrants Current Report on Form 8-K filed
on December 14, 2007.
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10.35
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First
Amendment to Lease between HemaCare Corporation as tenant and ECI Sherman
Plaza, Inc. as landlord, dated August 17, 2006, incorporated by reference
to Exhibit 10.35 to Form 10-K of Registrant for the year-ended December
31, 2007.
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10.36
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Second
Amendment to Lease between HemaCare Corporation as tenant and ECI Sherman
Plaza, Inc. as landlord, dated April 11, 2007, incorporated by reference
to Exhibit 10.36 to Form 10-K of Registrant for the year-ended December
31, 2007.
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10.37
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Amendment
and Extension of Rights Agreement dated as of March 3, 1998, between
HemaCare Corporation and Computershare Trust Company, N.A., incorporated
by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K
filed on March 24. 2008.
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10.38
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Indemnification
Agreement between HemaCare Corporation and Julian Steffenhagen, executed
March 11, 2008, incorporated by reference to Exhibit 99.1 to Registrant’s
Current Report on Form 8-K filed on March 17,
2008.
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10.39
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Credit
and Security Agreement between HemaCare Corporation, Coral Blood Services,
Inc., and Wells Fargo Bank, National Association, dated April 10, 2008,
incorporated by reference to Exhibit 10.39 to Form 10-K of Registrant for
the year-ended December 31, 2007.
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11.
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Computation
of earnings (loss) per common equivalent share, incorporated by reference
to Exhibit 11 to Form 10-K of Registrant for the year-ended December 31,
2007.
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14.
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Code
of Ethics – incorporated by reference to Exhibit 14 to Form 10-K of the
Registrant for the year ended December 31,
2004.
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21.
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Subsidiaries
of the Registrant, incorporated by reference to Exhibit 21 to Form 10-K of
Registrant for the year-ended December 31,
2007.
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23.1
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Consent
of Stonefield Josephson, Inc., Independent Registered Public Accounting
Firm, incorporated by reference to Exhibit 23.1 to Form 10-K of Registrant
for the year-ended December 31,
2007.
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23.1.1**
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Consent
of Stonefield Josephson, Inc., Independent Registered Public Accounting
Firm.
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24.
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Power
of attorney, incorporated by reference to Exhibit 24 to Form 10-K of
Registrant for the year-ended December 31,
2007.
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31.1
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Certification
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated by
reference to Exhibit 31.1 to Form 10-K of Registrant for the year-ended
December 31, 2007.
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31.1.1**
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Certification
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certification
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated by
reference to Exhibit 31.2 to Form 10-K of Registrant for the year-ended
December 31, 2007.
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31.2.1**
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Certification
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
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Certification
Pursuant to 18 U.S.C. 1350, Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 32.1 to
Form 10-K of Registrant for the year-ended December 31,
2007.
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32.1.1**
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Certification
Pursuant to 18 U.S.C. 1350, Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
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__________________________
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*
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Management
contracts and compensatory plans and
arrangements.
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**
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Filed
herewith
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Dated:
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March
25, 2009
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HEMACARE
CORPORATION
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By:
/s/ Robert S. Chilton
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Robert
S. Chilton, Chief Financial Officer
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Signature
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Title
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*
Julian
L. Steffenhagen
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Chairman
of the Board and Chief Executive Officer
(Principal
Executive Officer)
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/s/ Robert
S. Chilton
Robert
S. Chilton
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Executive Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
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*
Steven
Gerber
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Director
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*
Teresa
Sligh
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Director
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*
Terry
Van Der Tuuk
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Director
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