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): February 27, 2004
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.) (I.R.S. Employer Identification No.)
21101 Oxnard Street
Woodland Hills, CA 91367
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 226-1968
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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99.1 Press Release issued by HemaCare, dated February
27, 2004
ITEM 9. REGULATION FD DISCLOSURE
On February 27, 2004, HemaCare Corporation issued a press release
announcing the date of its 2004 annual meeting of shareholders
(the "Meeting") and the record date thereof. A copy is attached
as Exhibit 99.1 to this report and is incorporated herein by
reference.
Under certain circumstances, shareholders are entitled to present
proposals at shareholder meetings. SEC rules provide that in the
event that the date of an annual meeting is advanced or delayed
more than 30 days from the date of the prior year's annual
meeting, shareholder proposals intended to be included in the
proxy statement must be received within a reasonable time before
the Company begins to print and mail the proxy statement for the
annual meeting. The Meeting will be held on May 25, 2004. The
prior year's annual meeting was held on August 13, 2003. It is
anticipated that the proxy statement relating to the Meeting will
be mailed to shareholders on or about April 10, 2004.
SEC rules also govern the Company's ability to use discretionary
proxy authority with respect to shareholder proposals that were
not submitted by the shareholders in time to be included in the
proxy statement. In the event a shareholder proposal is not
submitted to the Company within a reasonable time before the
Company begins to print and mail the proxy statement for the
Meeting, the proxies solicited by the Board of Directors will
confer authority on the proxyholders to vote the shares in
accordance with their best judgment and discretion.
The Company's Bylaws provide that a shareholder may nominate a
person for election as a director at a meeting only if written
notice of the 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
shareholders; (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
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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
The Company's Bylaws provide that a shareholder who wishes to
present a proposal at the shareholder meeting must, among other
things, (i) given 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.
The information in this Current Report on Form 8-K, including the
exhibits, will not be treated as "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section.
This information will not be incorporated by reference into a
filing under the Securities Act of 1933, or into another filing
under the Exchange Act, unless that filing expressly refers to
specific information in this report.
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 27, 2004 HEMACARE CORPORATION
By: /s/ Judi Irving
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Judi Irving
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release issued by HemaCare, dated
February 27, 2004
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