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 earliest event reported): November 23, 2002
HEMACARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
000-15223 95-3280412
(Commission File No.) (IRS Employer Identification No.)
21101 Oxnard Street
Woodland Hills, CA 91367
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (818) 226-1968
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On November 23, 2002, the Board of Directors of HemaCare
Corporation (the "Company") adopted Amended and Restated Bylaws.
Among other things, the Amended and Restated Bylaws set forth
certain notice requirements for shareholders submitting
shareholder proposals (including shareholder nominations of
directors) at an annual or special meeting of the Company's
shareholders. Specifically, Section 2.14 - ADVANCE NOTICE OF
SHAREHOLDER PROPOSALS of the Amended and Restated Bylaws
provides:
"(a) The proposal of business to be considered by
the shareholders at an annual or special meeting of
shareholders may be made only (i) pursuant to the
corporation's notice of meeting, (ii) by or at the
direction of the directors, or (iii) by any shareholder
of the corporation who was a shareholder of record at
the time of giving of the notice provided for in this
Section 2.14, who is entitled to vote at the meeting
and who complied with the notice procedures set forth
in this Section 2.14. For business to be properly
brought before any meeting of the shareholders by a
shareholder, the shareholder must have given notice
thereof in writing to the secretary of the corporation
not less than ninety (90) days in advance of such
meeting or, if later, the seventh day following the
first public announcement of the date of such meeting.
A shareholder's notice to the secretary shall set forth
as to each matter the shareholder proposes to bring
before the meeting (i) a brief description of the
business desired to be brought before the meeting and
the reasons for conducting such business at the
meeting; (ii) the name and address as they appear on
the corporation's books of the shareholder proposing
such business; (iii) the class and number of shares of
the corporation which are beneficially owned by the
shareholder; and (iv) 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
corporation. Notwithstanding anything in these bylaws
to the contrary, no business shall be conducted at any
meeting of the shareholders except in accordance with
the procedures set forth in this Section 2.14. The
chairman of any such meeting shall direct that any
business not properly brought before the meeting shall
not be completed.
(b) Nominations for the election of directors may
be made by the directors or 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 corporation not later
than the later to occur of either (A) ninety (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 shall set forth:
(i) the name and address of the shareholder who intends
to make the nomination and of the person or persons to
be nominated; (ii) a representation that the
shareholder is a beneficial owner of stock of the
corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting
and nominate the person or persons specified in the
notice; (iii) 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;
(iv) such other information regarding each nominee
proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the
proxy rules of the United States Securities and
Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors;
and (v) the consent of each nominee to serve as a
director of the corporation if so elected. In
addition, the shareholder making such nomination shall
promptly provide any other information reasonably
requested by the corporation. No person shall be
eligible for election as a director of the corporation
unless nominated in accordance with the procedures set
forth in this Section 2.14. The chairman of any
meeting of shareholders shall direct that any
nomination not made in accordance with these procedures
be disregarded.
(c) Any action by the shareholders with respect to any
amendment to or the elimination of this Section 2.14,
shall require approval by the holders of 66 2/3% of the
outstanding shares of the corporation."
The purpose of the foregoing provision is to facilitate
an informed consideration of shareholder proposals
(including director nominations) by requiring that adequate
information concerning the proposal, and adequate time to
evaluate such information, be provided to both the Board of
Directors and the shareholders of the Company. The result
of this provision may be that a proposal not made in
accordance with the prescribed procedures would not be
eligible for consideration at an annual or special
shareholders' meeting, thereby precluding the shareholders
from considering the proposal. Among other things, this may
have the effect of delaying or preventing a change in
control of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
3.1 Amended and Restated Bylaws of HemaCare
Corporation
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: February 19, 2003 HEMACARE CORPORATION
/s/ Judi Irving
__________________________
Judi Irving,
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
3.1 Amended and Restated Bylaws of HemaCare
Corporation