eps3235.htm
 
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):  December 31, 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:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

Item 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
5.02(e)  Compensatory Arrangements with Officer
 
On December 31, 2008, HemaCare Corporation (“Company”) entered into new employment agreements and change of control agreements with John Doumitt, the Company’s Chief Executive Officer, and Robert Chilton, the Company’s Chief Financial Officer.  The new agreements incorporated language so that certain compensation payable under these agreements would not be subject to taxation under Section 409A of the Internal Revenue Code.
 
In addition, on December 10, 2008, the Board of Directors of the Company amended and restated the Company’s 1996 Stock Incentive Plan and 2006 Equity Incentive Plan to incorporate language so that certain compensation payable under these plans would not be subject to taxation under Section 409A of the Internal Revenue Code.
 
The foregoing summary is qualified in its entirety by reference to the copies of these agreements and plans which are filed as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 to this report and are incorporated herein by reference.
 
Item 9.01.        Financial Statements and Exhibits
 
(d)
Exhibits
 
  
 
Exhibit No.
Description
 
99.1
Employment letter agreement with John Doumitt, dated December 31, 2008.
 
 
99.2
Employment letter agreement with Robert Chilton, dated December 31, 2008.
 
 
99.3
Change of Control Agreement with John Doumitt, dated December 31, 2008.
 
 
99.4
Change of Control Agreement with Robert Chilton, dated December 31, 2008.
 
 
99.5
Amended and Restated HemaCare Corporation 2008 Equity Incentive Plan, dated December 31, 2008.
 
 
99.6
Amended and Restated HemaCare Corporation 1996 Stock Incentive Plan, dated December 31, 2008.
 

 

 
 
 

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:  January 8, 2009
HEMACARE CORPORATION
 
By   /s/ Robert S. Chilton    
Robert S. Chilton,
Executive Vice President and Chief Financial Officer

 

 
 
 

Exhibit Index
 
Exhibit No.
Description
99.1
Employment letter agreement with John Doumitt, dated December 31, 2008.
 
99.2
Employment letter agreement with Robert Chilton, dated December 31, 2008.
 
99.3
Change of Control Agreement with John Doumitt, dated December 31, 2008.
 
99.4
Change of Control Agreement with Robert Chilton, dated December 31, 2008.
 
99.5
Amended and Restated HemaCare Corporation 2008 Equity Incentive Plan, dated December 31, 2008.
 
99.6
Amended and Restated HemaCare Corporation 1996 Stock Incentive Plan, dated December 31, 2008.