-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EnQwqFmrZ8p5KOooAzs/BFOWEO6JSXkbrnPfkIH8bVQ49nWy4FYpGScv6qLotCNH nEzGOz4rzF+C8kjCXWxkZA== 0000929638-01-500258.txt : 20020412 0000929638-01-500258.hdr.sgml : 20020412 ACCESSION NUMBER: 0000929638-01-500258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011203 GROUP MEMBERS: AIM HIGH ENTERPRISES, INC. GROUP MEMBERS: KAIROS PARTNERS GP, LLC GROUP MEMBERS: KAIROS PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUCOR INC CENTRAL INDEX KEY: 0000736822 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 222408354 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37473 FILM NUMBER: 1804633 BUSINESS ADDRESS: STREET 1: 3130 GATWAY STREET 2: PO BOX 5625 CITY: NORCROSS STATE: GA ZIP: 30091 BUSINESS PHONE: 7704412051 MAIL ADDRESS: STREET 1: 3130 GATEWAY DR STREET 2: P O BOX 5625 CITY: NORCROSS STATE: GA ZIP: 30091-5625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAIROS PARTNERS LP CENTRAL INDEX KEY: 0001122689 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 LONGWATER DRIVE STREET 2: SUITE 204 CITY: NORWELL STATE: MA ZIP: 02061 BUSINESS PHONE: 7816351100X1123 MAIL ADDRESS: STREET 1: 600 LONGWATER DR. STREET 2: SUITE 204 CITY: NORWELL STATE: MA ZIP: 02061 SC 13D/A 1 a1061458.txt AMENDMENT NO. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) (AMENDMENT NO. 10)* Immucor, Inc. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 452526106 (CUSIP Number) James F. Rice, Managing Director c/o Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (781) 635-1121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box (. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 9 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 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). CUSIP No. 452526106 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kairos Partners, LP (Tax ID: 04-3521249) Kairos Partners GP, LLC Aim High Enterprises, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) x - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC--SEE ITEM 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kairos Partners, LP is a Delaware limited partnership. Kairos Partners GP,LLC is a Delaware limited liability corporation. Aim High Enterprises, Inc. is a Delaware corporation. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 520,208 shares--See Item 5 EACH --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 520,208 shares--See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 520,208 shares--See Item 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] Not Applicable. - -------------------------------------------------------------------------------- CUSIP No. 452526106 13D/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.15% (based on 7,277,617 shares of Common Stock outstanding as of October 15, 2001, as reported by the Issuer in its proxy statement for the annual meeting of the Issuer's stockholders held on November 30, 2001). - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) Kairos Partners, LP--PN Kairos Partners GP, LLC--OO (limited liability company) Aim High Enterprises, Inc.--CO - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER: (a) This Amendment No. 10 relates to the common stock, $.10 par value per share, of Immucor, Inc. (the "Common Stock"). (b) The names and addresses of the principal executive officers of the Issuer are as follows: Edward L. Gallup, President and Chief Executive Officer Ralph A. Eatz, Senior Vice President - Operations Dr. Gioacchhino De Chirico, Director of European Operations and President, Immucor Italia S.r.1 Steven C. Ramsey, Vice President - Chief Financial Officer and Secretary Patrick Waddy, President of Dominion Biologicals Limited and European Finance Director Address: c/o Immucor, Inc. 3130 Gateway Drive P.O. Box 5625 Norcross, Georgia 30091 ITEM 2. IDENTITY AND BACKGROUND 1. (a) Kairos Partners, LP, ("Kairos") a limited partnership organized under the laws of the State of Delaware. (b) Address: c/o Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (c) Principal Business: Investments (d) During the last five years, Kairos has not been convicted in a criminal proceeding. CUSIP No. 452526106 13D/A (e) During the last five years, Kairos was not 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 2. (a) Kairos Partners GP, LLC, a limited liability corporation organized under the laws of the State of Delaware ("Kairos GP"). Kairos GP is the general partner of Kairos. (b) Address: c/o Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (c) Principal Business: Investments (d) During the last five years, Kairos GP has not been convicted in a criminal proceeding. (e) During the last five years, Kairos GP was not 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 3. (a) Aim High Enterprises, Inc. controls Kairos GP. (b) Address: Aim High Enterprises, Inc. 600 Longwater Drive, Suite 204 Norwell, MA 02061 (c) Principal Business: Investments (d) During the last five years, Aim High Enterprises, Inc. has not been convicted in a criminal proceeding. (e) During the last five years, Aim High Enterprises, Inc. was not 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) Aim High Enterprises, Inc. is a corporation organized under the laws of the State of Delaware. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: The amount of funds used in acquiring the Common Stock was $1,979,183.09. The source of these funds was Kairos' current cash equivalent assets (working capital). CUSIP No. 452526106 13D/A ITEM 4. PURPOSE OF TRANSACTION: At the time that Kairos acquired the shares of Common Stock which are reported hereby, such shares were acquired for investment purposes. Kairos reserves the right from time to time to acquire additional shares, or to dispose of some or all of its shares. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) On November 7, 2001, Kairos filed a definitive proxy statement with the Securities and Exchange Commission relating to its solicitation of proxies from the holders of Common Stock in favor of Kairos' nominees for election to the Issuer's Board of Directors at the annual meeting of Issuer's stockholders held on November 30, 2001. As previously disclosed, Kairos nominated four individuals to the Board of Directors of the Issuer. On November 30, 2001, following the annual meeting of stockholders of the Issuer, Kairos issued a press release announcing the preliminary results of the annual meeting, which indicated that the individuals nominated for election by the Issuer had been re-elected. A copy of this press release is attached hereto as Exhibit 1. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: (a) The following list sets forth the aggregate number and percentage (based on 7,277,617 shares of Common Stock outstanding as of October 15, 2001, as reported by the Issuer in its preliminary proxy statement relating to the annual meeting of Issuer's stockholders held on November 30, 2001) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2, as of November 30, 2001: - -------------------------------------------------------------------------------- Name Shares of Common Stock Percentage of Beneficial Beneficially Owned Ownership - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Kairos Partners, LP 520,208 7.15% - -------------------------------------------------------------------------------- CUSIP No. 452526106 13D/A - -------------------------------------------------------------------------------- Kairos Partners GP, LLC(1) 520,208 7.15% - -------------------------------------------------------------------------------- Aim High Partners, Inc.(1) 520,208 7.15% - -------------------------------------------------------------------------------- - ----------------------- (1) The reporting person disclaims beneficial ownership of these securities except to the extent of his/its equity interest therein. (b) Kairos has sole power to vote and to dispose of 520,208 shares of Common Stock, representing 7.15% of the outstanding Common Stock. Kairos GP, by virtue of being the general partner of Kairos, may be deemed to have shared power to vote and to dispose of 520,208 shares of Common Stock, representing 7.15% of the outstanding Common Stock. Aim High Enterprises, Inc., by virtue of its control of Kairos GP, may be deemed to have shared power to vote and to dispose of 520,208 shares of Common Stock, representing 7.15 % of the outstanding Common Stock. (c) The following is a description of all transaction in shares of Common Stock of the Issuer by the reporting person identified in Item 2 of this Schedule 13D effected from October 31, 2001 to November 30, 2001: See Appendix A. (d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Press Release issued by Kairos on November 30, 2001 regarding preliminary results of annual meeting of stockholders of Issuer. CUSIP No. 452526106 13D/A 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. December 3, 2001 -------------------------------- (Date) /s/ James F. Rice -------------------------------- (Signature) James F. Rice CUSIP No. 452526106 13D/A
Appendix A - -------------------------------------------------------------------------------------------------------------- Name of Shareholder Date of Purchase or Number of Shares Purchase or Sale Sale Purchased or (Sold) Price Per Share - -------------------------------------------------------------------------------------------------------------- Kairos 11/13/01 (1,700) $6.39 - -------------------------------------------------------------------------------------------------------------- Kairos 11/13/01 (1,500) $6.37 - -------------------------------------------------------------------------------------------------------------- Kairos 11/13/01 (1,000) $6.39 - -------------------------------------------------------------------------------------------------------------- Kairos 11/13/01 (200) $6.30 - -------------------------------------------------------------------------------------------------------------- Kairos 11/13/01 (100) $6.25 - --------------------------------------------------------------------------------------------------------------
The shares of Common Stock were purchased and sold by Kairos in the over-the-counter market. EX-1 3 a1061466.txt PRESS RELEASE Exhibit 1 PRELIMINARY RESULTS INDICATE CURRENT IMMUCOR BOARD RE-ELECTED NORWELL, MA. NOVEMBER 30, 2001 - Kairos Partners today announced that, based on the number of proxies it submitted to the independent inspector of election at the Immucor annual meeting, IVS, it appears that the incumbent directors of Immucor, Inc. (NASQ: BLUD) have been reelected to the Board of Directors. Kairos Managing Director Kenneth L. Wolfe said, "Kairos would like to thank all Immucor shareholders for voting in connection with today's Annual Meeting of Shareholders and for actively participating in the proxy solicitation process over the past two months. Fighting an incumbent board is always a difficult and uphill battle. From the beginning of this process, Kairos' primary goal has been to give shareholders a greater voice in their company and to enhance shareholder value." "We believe that we have already accomplished many of our objectives by making Immucor more accountable to its shareholders, customers and employees. Moreover, we've demonstrated that shareholders can work together to affect positive change." "Although we are disappointed with the outcome of today's vote, we are nonetheless very pleased that many shareholders, independent corporate governance experts and most importantly the board and management of Immucor have recognized that the issues we raised needed to be rapidly addressed by the Company. We note that simultaneously with this proxy process, the Company amended its Shareholder Rights Plan in a way that is more favorable to Immucor's shareholders. We also are very pleased that the Company has publicly committed to appoint two new independent directorships to replace the outside directorships eliminated before the annual meeting, which will help ensure that the Board is empowered to oversee management's performance." "As an interested Immucor shareholder, Kairos is hopeful that the Company's board and management will demonstrate in the Company's actual results the performance they have promised in words. As one of the largest shareholder's of Immucor, Kairos will continue to monitor the Company's progress with a special concern on the management of debt and the increase in shareholder valuation." ABOUT KAIROS PARTNERS, L.P. Kairos Partners, L.P. seeks to obtain long-term capital appreciation by making influential investments in micro-cap and private medical device and diagnostics companies that have a differentiated technology platform or demonstrated product pipeline. More information about Kairos Partners can be found at www.kairos-partners.com. Copies of Kairos' definitive proxy statement and other Kairos soliciting materials, are available at the Securities and Exchange Commission's website at www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----