0000898430-01-502744.txt : 20011010
0000898430-01-502744.hdr.sgml : 20011010
ACCESSION NUMBER: 0000898430-01-502744
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011004
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SERACARE LIFE SCIENCES INC
CENTRAL INDEX KEY: 0001156295
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 330056054
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-62043
FILM NUMBER: 1752455
BUSINESS ADDRESS:
STREET 1: 1935 AVENIDA DEL ORO
STREET 2: SUITE F
CITY: OCEANSIDE
STATE: CA
ZIP: 92056
BUSINESS PHONE: 7608068922
MAIL ADDRESS:
STREET 1: 1935 AVENIDA DEL ORO
STREET 2: SUITE F
CITY: OCEANSIDE
STATE: CA
ZIP: 92056
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PLOST BARRY D
CENTRAL INDEX KEY: 0001057690
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: C/O SERACARE INC
STREET 2: 1925 CENTURY PARK EAST STE 1970
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
BUSINESS PHONE: 3107727777
MAIL ADDRESS:
STREET 1: 1925 CENTURY PARK EAST
STREET 2: STE 1970
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
SC 13D
1
dsc13d.txt
SERACARE LIFE SCIENCES SC13D - BY BARRY PLOST
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SeraCare Life Sciences, Inc.
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
81747Q 10 O
______________
(CUSIP Number)
BARRY D. PLOST
c/o SeraCare, Inc.
1925 Century Park East, Suite 1970
Los Angeles, California 90067
Tel. No.: (310) 772-7777
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
With a copy to:
David A. Krinsky, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive
Suite 1700
Newport Beach, California 92660
September 24, 2001
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
-1-
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
_______________
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry D. Plost
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) [_]
OF A GROUP (b) [_]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 1,088,157(1)
BY EACH REPORTING -------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER -0-
-------------------------------------------------
(9) SOLE DISPOSITIVE
POWER 1,088,157(1)
-------------------------------------------------
(10) SHARED DISPOSITIVE
POWER -0-
-2-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,088,157(1)
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
------------
(1) Includes 1,900 shares of Common Stock held by the Reporting Person's spouse,
and options and warrants to purchase 988,462 shares of Common Stock.
Item 1. Security and Issuer
This statement relates to the common stock (the "Common Stock") of SeraCare Life
Sciences, Inc., a California corporation (the "Company"), having its principal
executive offices at 1935 Avenida del Oro, Suite F, Oceanside, California 92056.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Barry D. Plost, an individual.
Mr. Plost is hereinafter referred to as the "Reporting Person."
(b) The Reporting Person's address is c/o SeraCare, Inc., 1925 Century Park
East, Suite 1970, Los Angeles, California 90067.
(c) The Reporting Person has served as Chairman and Chief Executive Officer
of the Company since February 1998.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
-3-
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired the Common Stock beneficially owned by him as
follows:
In connection with an Agreement and Plan of Merger dated as of June 10, 2001, as
amended on August 1, 2001 (as amended, the "Merger Agreement"), by and among
Instituto Grifols, S.A., a company organized under the laws of Spain
("Purchaser"), SI Merger Corp., a Delaware corporation and a wholly owned
subsidiary of Purchaser, and SeraCare, Inc., a Delaware corporation
("SeraCare"), all of the outstanding common stock of the Company was distributed
to the stockholders of record of SeraCare as of the close of business on
September 24, 2001 (the "Spin-Off"). For every five shares of SeraCare common
stock owned as of the close of business on September 24, 2001, two shares of
Common Stock were distributed to such stockholder. As of the close of business
on September 24, 2001, the Reporting Person held 257,639 shares of SeraCare
common stock. As part of the Spin-Off, the Reporting Person received 103,055
shares of Common Stock, of which 1,900 shares were held by the Reporting
Person's spouse.
The Reporting Person acquired options to purchase Common Stock as follows:
In connection with the Merger Agreement, for each SeraCare option or warrant
held, the option or warrant holder received an option to purchase a number of
shares of Common Stock of the Company equal to forty percent of the number of
shares of common stock for which such SeraCare option or warrant was
outstanding. The per share exercise price of the new Company options or
warrants equals the calculated exercise price determined pursuant to the Merger
Agreement multiplied by two and one-half. The options vested upon issuance and
are exercisable for the period specified in the terms of the respective options
or warrants at the following exercise prices:
Options
Number of shares of Common Stock
Date of Option Issuable upon Exercise of Option Exercise Price
-------------------------------------------------------------------------------------------------
9/24/01 335,604 $0.85
9/24/01 22,458 $0.25
9/24/01 60,000 $0.20
9/24/01 20,000 $0.40
9/24/01 20,000 $0.60
9/24/01 40,000 $0.60
9/24/01 80,000 $0.65
-4-
Warrants
Number of shares of Common Stock
Date of Warrant Issuable upon Exercise of Warrant Exercise Price
-------------------------------------------------------------------------------------------------
9/24/01 32,000 $0.20
9/24/01 20,000 $0.20
9/24/01 32,000 $0.40
9/24/01 30,000 $0.40
9/24/01 25,000 $0.40
9/24/01 30,000 $0.40
9/24/01 10,000 $0.40
9/24/01 30,000 $0.40
9/24/01 30,000 $0.40
9/24/01 10,000 $0.60
9/24/01 30,000 $0.40
9/24/01 10,000 $0.60
9/24/01 20,000 $0.40
9/24/01 6,400 $0.60
9/24/01 30,000 $0.40
9/24/01 10,000 $0.60
9/24/01 30,000 $0.40
9/24/01 10,000 $0.60
9/24/01 15,000 $0.63
Item 4. Purpose of Transaction
All of the Common Stock beneficially owned by the Reporting Person was acquired
by the Reporting Person for investment purposes only. The Reporting Person
currently does not have any plans or proposals that relate to or would result in
any of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns an aggregate of 1,088,157 Common
Stock (which number includes options or warrants to purchase 988,462 shares of
Common Stock), representing approximately 16.4% of the total number of shares of
Common Stock of the Company outstanding as of September 24, 2001(which number
includes the Reporting Person's options or warrants to purchase 988,462 shares
of Common Stock).
(b) The Reporting Person has the sole power to vote or to direct the vote,
and the sole power to dispose or direct the disposition, of all 1,088,157 Common
Stock beneficially owned by him, of which 1,900 shares were held by the
Reporting Person's spouse.
(c) Not applicable.
-5-
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Person and any other person with respect to any
of the Common Stock beneficially owned by the Reporting Person.
Item 7. Material To Be Filed as Exhibits
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
October 4, 2001
/s/ Barry D. Plost
--------------------
Barry D. Plost
-6-