-----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, AYM7V3JQ2hvEbI2vy0+nD59Z9p5YI3iBbQMn1PsaaMUKpG2eJ9kJu8BS+XssfvTR 9IFQhp5ylyuo+FaHQWtJsg== 0000950123-10-020691.txt : 20100304 0000950123-10-020691.hdr.sgml : 20100304 20100303184836 ACCESSION NUMBER: 0000950123-10-020691 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20100304 DATE AS OF CHANGE: 20100303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MED TECHNOLOGIES INC CENTRAL INDEX KEY: 0001009463 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841116894 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-54591 FILM NUMBER: 10654922 BUSINESS ADDRESS: STREET 1: 12600 W COLFAX STREET 2: SUITE C-420 CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: 3032382000 MAIL ADDRESS: STREET 1: 12600 WEST COLFAX AVENUE STREET 2: SUITE C-420 CITY: LAKEWOOD STATE: CO ZIP: 80125-3737 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL DATA TECHNOLOGIES INC DATE OF NAME CHANGE: 19960808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MED TECHNOLOGIES INC CENTRAL INDEX KEY: 0001009463 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841116894 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 12600 W COLFAX STREET 2: SUITE C-420 CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: 3032382000 MAIL ADDRESS: STREET 1: 12600 WEST COLFAX AVENUE STREET 2: SUITE C-420 CITY: LAKEWOOD STATE: CO ZIP: 80125-3737 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL DATA TECHNOLOGIES INC DATE OF NAME CHANGE: 19960808 SC 14D9 1 g22113sc14d9.htm SC 14D9 sc14d9
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14D-9
 
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Global Med Technologies, Inc.
(Name of Subject Company)
 
Global Med Technologies, Inc.
(Name of Person(s) Filing Statement)
 
Common Stock, par value $0.01 per share, and
Series A Convertible Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
 
37935E101
(CUSIP Number of Class of Securities)
 
Michael I. Ruxin, M.D.
Chief Executive Officer
Global Med Technologies, Inc.
12600 West Colfax, Suite C-420
Lakewood, CO 80215
(303) 238-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
 
Copies to:
 
 
Clayton E. Parker
Martin T. Schrier
K&L Gates LLP
200 S. Biscayne Boulevard, Suite 3900
Miami, Florida 33131
(305) 539-3300
 
 
o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 


 

 
TABLE OF CONTENTS
 
                 
  ITEM 1.     SUBJECT COMPANY INFORMATION     1  
  ITEM 2.     IDENTITY AND BACKGROUND OF FILING PERSON     1  
  ITEM 3.     PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS     2  
  ITEM 4.     THE SOLICITATION OR RECOMMENDATION     13  
  ITEM 5.     PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED     32  
  ITEM 6.     INTEREST IN SECURITIES OF THE SUBJECT COMPANY     32  
  ITEM 7.     PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS     33  
  ITEM 8.     ADDITIONAL INFORMATION TO BE FURNISHED     33  
  ITEM 9.     EXHIBITS     39  
  ANNEX A     INFORMATION STATEMENT     A-1  
  ANNEX B1     FAIRNESS OPINION OF ST. CHARLES CAPITAL, LLC, DATED JANUARY 24, 2010     B1-1  
  ANNEX B2     CONFIRMATION OF FAIRNESS OPINION OF ST. CHARLES CAPITAL, LLC, DATED FEBRUARY 22, 2010     B2-1  
 EX-99.A.4
 EX-99.E.8
 EX-99.E.9
 EX-99.E.11
 EX-99.E.12
 EX-99.E.14
 EX-99.E.15
 EX-99.E.16


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ITEM 1.   SUBJECT COMPANY INFORMATION.
 
(a)   Name and Address.
 
The name of the subject company is Global Med Technologies, Inc., a Colorado corporation (the “Company” or “Global Med”), and the address of the principal executive offices of the Company is 12600 West Colfax, Suite C-420, Lakewood, Colorado 80215. The telephone number for its principal executive offices is (303) 238-2000.
 
(b)   Securities.
 
The title of the classes of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any Exhibits or Annexes hereto, this “Schedule 14D-9”) relates are the Company’s common stock, par value $0.01 per share (“Global Med Common Stock”), and the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Global Med Preferred Stock” and, together with Global Med Common Stock, the “Shares” or each a “Share”, and the holders of such Shares, “Shareholders”). As of February 26, 2010, 38,445,725 shares of Global Med Common Stock and 3,960 shares of Global Med Preferred Stock were issued and outstanding.
 
ITEM 2.   IDENTITY AND BACKGROUND OF FILING PERSON.
 
(a)   Name and Address.
 
The name, business address and business telephone number of the Company, which is the person filing this Schedule 14D-9 and the subject company, are set forth in Item 1(a) hereof, which information is incorporated herein by reference.
 
(b)   Tender Offer.
 
This Schedule 14D-9 relates to the cash tender offer (the “Tender Offer” or “Offer”) by Atlas Acquisition Corp. (the “Purchaser”), a Colorado corporation and wholly-owned subsidiary of Haemonetics Corporation, a Massachusetts corporation (“Haemonetics”), to purchase all of the outstanding (1) shares of Global Med Common Stock, at a price of $1.22 per share, net to such seller of Global Med Common Stock in cash, without interest, less any applicable withholding taxes (the “Common Stock Offer Price”), and (2) shares of Global Med Preferred Stock, at a price of $1,694.44 per share ($1.22 per share on a converted to Global Med Common Stock basis), net to such seller of Global Med Preferred Stock in cash, without interest, less any applicable withholding taxes (the “Preferred Stock Offer Price” and, together with the Common Stock Offer Price, the “Offer Price”), upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase, dated February 19, 2010 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the accompanying Letter of Transmittal for Global Med Common Stock and Letter of Transmittal for Global Med Preferred Stock (as amended or supplemented from time to time, the “Letters of Transmittal”). Unless extended in accordance with the terms and conditions of the Merger Agreement (as defined below), the Offer is scheduled to expire at 12:00 midnight, Boston, Massachusetts time, on March 18, 2010, at which time, if all conditions to the Offer have been satisfied or waived, the Purchaser will purchase all Shares validly tendered pursuant to the Offer and not properly withdrawn. Copies of the Offer to Purchase and forms of the Letters of Transmittal have been mailed to Shareholders, are filed as Exhibits (a)(1)(A), (a)(2)(A) and (a)(2)(B) hereto, respectively, and are incorporated herein by reference. The Tender Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”), which was filed by the Purchaser and Haemonetics with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2010.
 
The Tender Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 31, 2010 (the “Merger Agreement”), by and among Haemonetics, the Purchaser and the Company. The Merger Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by reference. The Merger Agreement provides, among other things, for the making of the Offer by the Purchaser and further provides that, upon the terms and subject to the conditions contained in the Merger Agreement and in accordance with the Colorado


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Business Corporation Act (the “CBCA”), following the time the Purchaser accepts for payment any Shares validly tendered and not properly withdrawn pursuant to the Offer, the Purchaser will merge with and into the Company (the “Merger”) and the Company will continue as the surviving company and a wholly-owned subsidiary of Haemonetics and the separate corporate existence of the Purchaser will cease. At the effective time of the Merger (the “Effective Time”), the Shares issued and outstanding immediately prior to the consummation of the Merger (other than Shares owned by Global Med, Purchaser, Haemonetics, any controlled subsidiary of Haemonetics or Global Med or by Shareholders, if any, who are entitled to and properly exercise dissenters’ rights under Colorado law) will be converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”).
 
The closing of the Merger is subject to approval by holders of a majority of the then outstanding shares of Global Med Common Stock and Global Med Preferred Stock. The parties, however, have agreed that in the event that the Purchaser acquires at least 90% of the shares of each of Global Med Common Stock and Global Med Preferred Stock then outstanding, on a fully diluted basis, pursuant to the Offer or otherwise, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable without a meeting of Shareholders or the solicitation of written consents of such Shareholders, in accordance with applicable laws.
 
The foregoing description of the Merger Agreement and the Offer is qualified in its entirety by reference to the Merger Agreement, the Offer to Purchase and the Letters of Transmittal, which are filed as Exhibits (e)(1), (a)(1)(A), (a)(2)(A) and (a)(2)(B), respectively, to this Schedule 14D-9 and incorporated herein by reference.
 
Haemonetics has formed the Purchaser in connection with the Merger Agreement, the Offer and the Merger. The Schedule TO states that the business address and telephone number of each of Haemonetics and the Purchaser is 400 Wood Road, Braintree, Massachusetts 02184 and (781) 848-7100.
 
The joint press release issued by the Company and Haemonetics announcing the entry into the Merger Agreement, as well as other publicly filed documents relating to the Offer and the Merger, can be found at the Company’s website, www.globalmedtech.com.
 
ITEM 3.   PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
 
Conflicts of Interest
 
Certain contracts, agreements, arrangements or understandings between the Company or its affiliates and certain of its executive officers, directors or affiliates are, except as noted below, described in the Information Statement issued pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 thereunder (the “Information Statement”) that is attached hereto as Annex A and is incorporated herein by reference. Except as set forth in this Item 3, Item 4 hereof, or the Information Statement, to the knowledge of the Company, as of the date hereof, there are no material agreements, arrangements or understandings and no actual or potential conflicts of interest between the Company or its affiliates and (i) the Company’s executive officers, directors or affiliates, or (ii) Haemonetics, the Purchaser or their respective executive officers, directors or affiliates.
 
(a)   Agreements Between the Company and its Executive Officers, Directors, and Affiliates.
 
Interests of Certain Persons.  In considering the recommendation of the Company’s Board of Directors (the “Board”), Shareholders should be aware that certain executive officers, directors and affiliates of the Company have interests in the Offer and the Merger, which are described below and in the Information Statement, that may present them with certain conflicts of interests. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby.


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Effect of the Offer and the Merger Agreement on Company Stock Options
 
As of the Effective Time, each option to purchase Global Med Common Stock (each a “Company Stock Option”), or portion thereof, that is outstanding, vested and exercisable immediately prior to the Effective Time (after giving effect to any acceleration of vesting contemplated under any agreement between the Company and the holder of such Company Stock Option) shall be canceled in exchange for the right to receive from Haemonetics or the Company immediately after the Effective Time, a lump sum cash payment (without interest), less any applicable withholding taxes, equal to the product of (1) the excess, if any, of the Common Stock Offer Price over the per share exercise price of each such Company Stock Option, and (2) the then vested and exercisable number of shares of Global Med Common Stock subject thereto (after giving effect to any acceleration of vesting contemplated under any agreement between Global Med and the holder of such Company Stock Option). The Company has agreed to (1) take the necessary actions so that each Company Stock Option outstanding cannot be exercised subsequent to the first time at which the Purchaser accepts for payment any Shares pursuant to the Offer (the “Acceptance Date”) and (2) cause each Company Stock Option outstanding and unexercised immediately prior to the Effective Time to be cancelled at the Effective Time.
 
The table below sets forth information regarding the Company Stock Options held by the Company’s directors, certain of its officers, and affiliates as of February 26, 2010, that would be cancelled and exchanged at the Effective Time.
 
                         
    Company Stock Options to be converted at the Effective Time into
 
    the right to receive the amount, if any, by which the Common Stock
 
    Offer Price exceeds the weighted average exercise price thereof  
    Number of Shares
    Weighted Average
       
    Underlying Company Stock
    Exercise Price
       
Name
  Options     per Share     Aggregate Proceeds*  
 
Darren P. Craig
    700,000     $ 0.93     $ 139,500  
Miklos Csore
    500,000     $ 0.87     $ 234,500  
William Scott Dustin
    275,000     $ 0.88     $ 129,250  
Sarah L. Eames
    106,096     $ 0.83     $ 43,187  
Robert R. Gilmore
    106,096     $ 0.83     $ 43,187  
T. Kendall Hunt
    94,247     $ 0.83     $ 38,731  
Thomas F. Marcinek
    750,000     $ 0.87     $ 337,500  
Timothy J. Pellegrini
    300,000     $ 1.08     $ 103,000  
Michael I. Ruxin, M.D. 
    750,000     $ 0.87     $ 337,500  
Gerald F. Willman, Jr. 
    350,000     $ 0.87     $ 110,000  
 
 
* Assumes no exercise of Company Stock Options prior to the Effective Time or vesting of awards after February 26, 2010, other than for any acceleration of vesting upon Purchaser’s acceptance of Shares for payment. Proceeds to be reduced by any applicable withholding taxes.
 
At the consummation of the Offer and pursuant to the terms of the Craig Employment Agreement (as defined below), 225,000 Company Stock Options owned by Darren P. Craig will be accelerated and become fully vested. Such unvested Company Stock Options have a weighted average exercise price of $1.15 per share. Mr. Craig owns an additional 475,000 Company Stock Options which are all vested. Further, under the terms of the Ruxin Employment Agreement (as defined below) and the Marcinek Employment Agreement (as defined below), all of Dr. Ruxin’s and Mr. Marcinek’s Company Stock Options will become fully vested upon the consummation of the Merger. However, neither Dr. Ruxin nor Mr. Marcinek currently holds any unvested Company Stock Options.
 
Employment Agreement with Michael I. Ruxin, M.D.
 
On July 30, 2008, the Company entered into an employment agreement with Michael I. Ruxin, M.D., the Company’s Chief Executive Officer (the “Ruxin Employment Agreement”). The Ruxin Employment


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Agreement provides that in the event of a Change of Control of the Company, upon written notice from Dr. Ruxin, Dr. Ruxin may terminate his employment agreement. A “Change of Control” is defined in the Ruxin Employment Agreement as “when (i) there is any transaction or series of related transactions (including but not limited to a merger or reorganization) pursuant to which a person, other than the [Company], acquires directly or indirectly, the beneficial ownership of securities issued by the [Company] having greater than fifty percent (50%) or more of the voting power of all of the voting securities issued by the [Company]; or (ii) the [Company] consolidates with or merges with or into any person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person; or (iii) individuals who on the Effective Date constituted the Board of Directors of the Company cease for any reason to constitute a majority of such Board of Directors.” If he terminates the Ruxin Employment Agreement as a result of a Change of Control, Dr. Ruxin will be entitled to a continuation for twenty-four months of his then-current base salary and benefits in addition to a single lump-sum cash amount equal to any accrued but unpaid incentive compensation pro-rated through the date on which he gives notice of termination (“Date of Termination”). On the Date of Termination, all of Dr. Ruxin’s unvested Company Stock Options shall immediately become vested. The consummation of the Offer would constitute a Change of Control of the Company under the Ruxin Employment Agreement. The Compensation Committee of the Board has approved the making of severance payments to Dr. Ruxin, pursuant to the terms of the Ruxin Employment Agreement, following the termination of the Ruxin Employment Agreement upon consummation of the Offer.
 
The foregoing description of the Ruxin Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the same agreement filed as Exhibit (e)(7) hereto and is incorporated herein by reference. Dr. Ruxin has agreed to terminate the Ruxin Employment Agreement contingent on the closing of the Merger and, in connection with the termination, he will receive the benefits outlined above. Haemonetics has entered into an employment agreement with Dr. Ruxin contingent on the closing of the Merger, as described in this Item 3 under “Agreements with Haemonetics and the Purchaser.”
 
Employment Agreement with Thomas F. Marcinek
 
On November 1, 2008, the Company entered into an employment agreement and an amendment, dated as of the same date, to such employment agreement with Thomas F. Marcinek, the Company’s President and Chief Operating Officer (the “Marcinek Employment Agreement”). In the event of a Change in Control of the Company, upon written notice from Mr. Marcinek, Mr. Marcinek is entitled to terminate his employment and receive a severance payment equal to twenty-four months of his then-current base salary in addition to a single lump-sum cash amount equal to any accrued but unpaid incentive compensation pro-rated through Mr. Marcinek’s date of termination. The Marcinek Employment Agreement defines a Change in Control as: “the consummation of any of the following transactions effecting a change in ownership or control of the Company: (1) a merger, consolidation or reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; or (2) any transfer, sale or other disposition of all or substantially all of the Company’s assets; or (3) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s beneficial holders.” The consummation of the Offer would constitute a Change of Control of the Company under the Marcinek Employment Agreement. The Compensation Committee of the Board has approved the making of severance payments to Mr. Marcinek, pursuant to the terms of the Marcinek Employment Agreement, upon consummation of the offer, without requiring he actually terminate his employment.
 
The foregoing description of the Marcinek Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the same agreement which is filed as Exhibit (e)(8) hereto and is incorporated herein by reference. Mr. Marcinek has agreed to terminate the Marcinek Employment Agreement


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contingent on the closing of the Merger and in connection with the termination he will receive the benefits outlined above. Haemonetics has entered into an employment agreement with Mr. Marcinek contingent on the closing of the Merger, as described in this Item 3 under “Agreements with Haemonetics and the Purchaser.”
 
Employment Agreement with Darren P. Craig
 
Effective as of November 1, 2008, the Company entered into an employment agreement and an amendment, dated as of the same date, to such employment agreement with Darren P. Craig, the Company’s Acting Chief Financial Officer (the “Craig Employment Agreement”). In the event of a Change in Control of the Company, all of the Company Stock Options previously awarded to Mr. Craig will immediately vest. The Craig Employment Agreement defines a Change in Control as when “(i) there is any transaction or series of related transactions (including but not limited to a merger or reorganization) pursuant to which a person, other than the Company, acquires directly or indirectly, the beneficial ownership of securities issued by the Company having greater than fifty percent (50%) or more of the voting power of all of the voting securities issued by the Company; or (ii) the Company consolidates with or merges with or into any person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person; or (iii) individuals who on the effective date constituted the Board of Directors of the Company cease for any reason to constitute a majority of such Board of Directors.” The consummation of the Offer would constitute a Change in Control under the Craig Employment Agreement.
 
The foregoing description of the Craig Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the same agreement which is filed as Exhibit (e)(9) hereto and is incorporated herein by reference.
 
Change-in-Control Payments for Executive Officers
 
The table below lists the total potential change-in-control payments for the Company’s Chief Executive Officer and President and Chief Operating Officer under the Ruxin Employment Agreement and the Marcinek Employment Agreement, respectively, arising on the Acceptance Date:
 
         
    Change-in-Control Payments
    Following a Change in
Name
  Control of the Company(1)
 
Michael I. Ruxin, M.D.
  $ 1,004,359  
Thomas F. Marcinek
  $ 618,446  
 
 
(1) These calculations are based on a continuation for twenty-four months of the employee’s then-current base salary, accrued paid time off payouts, annual benefits, annual disability insurance, and additional amounts due.
 
The foregoing summary is qualified in its entirety by reference to the Information Statement attached hereto as Annex A and to Exhibits (e)(7) and (e)(8) attached hereto, each incorporated herein by reference.
 
Bonus Payments to Global Med Executive Officers for Fiscal Year 2009
 
The Compensation Committee of the Board is responsible for recommending the salary and other incentive compensation for the Company’s executive officers. Prior to the 2009 fiscal year, the Compensation Committee, together with an independent compensation consultant, established certain bonus levels for the Company’s executive officers that were based on achieving certain revenue, gross margin and EBITDA targets for the year ended December 31, 2009. Based on these previously established criteria, Dr. Ruxin will receive a cash bonus of approximately $118,817, Mr. Marcinek will receive a cash bonus of approximately $71,375, Mr. Craig will receive a cash bonus of approximately $30,713, Mr. Csore will receive a cash bonus of approximately $30,631 and Mr. Pellegrini will receive a cash bonus of approximately $35,978, each based on the Company’s estimated operating results for 2009. All of these bonus payments are subject to further adjustment based on the audited financial results for the 2009 fiscal year, which are not yet final as of the date of this document. All of these bonus payments will be paid irrespective of the consummation of the Merger.


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However, upon consummation of the Merger, the bonus payments will be payable at the Effective Time. Mr. Dustin and Mr. Willman will also receive $97,523 and $75,986, respectively, for commissions earned in fiscal year 2009.
 
Effect of the Merger Agreement on Global Med Common Stock Owned by Global Med Directors and Executive Officers
 
The table below lists the amount of consideration each Global Med director and executive officer will receive for shares of Global Med Common Stock owned in connection with consummation of the Offer and the Merger, presuming that each Global Med director and executive officer tenders all of his or her shares of Global Med Common Stock owned as of February 26, 2010 into the Offer.
 
                 
          Amount to be
 
    Number of
    Received in
 
    Common Shares
    the Offer for
 
Name
  Owned(1)     Common Shares  
 
Michael I. Ruxin
    1,150,579     $ 1,403,706  
Thomas F. Marcinek
    558,204     $ 681,009  
Sarah L. Eames
    27,559     $ 33,622  
T. Kendall Hunt
    27,559     $ 33,622  
Robert R. Gilmore
    27,559     $ 33,622  
Darren P. Craig
           
Miklos Csore
    33,732     $ 41,153  
William Scott Dustin
           
Timothy J. Pellegrini
    538,280     $ 656,702  
Gerald F. Willman, Jr.
    933,961     $ 1,139,432  
 
 
(1) Excludes shares issuable upon the exercise of Company Stock Options.
 
Effect of the Merger Agreement on Other Affiliates of the Company
 
Victory Park Special Situations Master Fund Ltd. (“Victory Park”) will receive aggregate gross proceeds of approximately $14.7 million in the Offer and the Merger in exchange for its warrants to purchase Global Med Common Stock, Global Med Common Stock and Global Med Preferred Stock as of February 26, 2010. This calculation is as of February 26, 2010 based partially on information contained in the Schedule 13D/A jointly filed by Victory Park Capital Advisors, LLC, Victory Park, Jacob Capital, L.L.C. and Richard Levy pursuant to the Exchange Act on February 1, 2010, which may not be current as of the date of this Schedule 14D-9.
 
Special Committee of the Global Med Board
 
On November 10, 2009, the Board established the Special Committee, to examine, negotiate, evaluate and make recommendations concerning any potential strategic alternatives for Global Med or any related matters, including a potential transaction with Haemonetics and the Offer. The Special Committee is comprised of Mr. Gilmore, Ms. Eames, and Mr. Hunt each of whom are independent under the requirements of NASDAQ Listing Rule 5605 and under the Exchange Act. Mr. Gilmore is the Chairman of the Special Committee. As Chairman, Mr. Gilmore will receive a one-time fee of $5,000. A fee of $1,500 will be paid to each member of the Special Committee per meeting for any meetings necessary in the performance of their duties as members of the Special Committee. Each member of the Special Committee will be reimbursed for any out-of-pocket expenses incurred in the performance of his or her duties as a member of the Special Committee.
 
Effect of the Offer and the Merger Agreement on Employee Benefits
 
From and after the Effective Time, Haemonetics will maintain employee benefits for continuing Global Med personnel until December 31, 2010 at the same levels that are, in the aggregate, no less favorable than


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those in effect immediately before the execution of the Merger Agreement. For the purposes of eligibility to participate, vesting, PTO/vacation benefit levels and for other appropriate benefits (including, but not limited to, applicability of minimum waiting periods for participation under the employee benefit plans of Haemonetics and its subsidiaries providing benefits to any Company employee after the Effective Time), each Company employee will be credited with his or her years of service with the Company before the Effective Time, to the same extent as such Company employee was entitled before the Effective Time, to credit for such service under any similar Company employee benefit plan in which such Company employee participated or was eligible to participate immediately prior to the Effective Time, subject to applicable legal and tax requirements and provided that the foregoing does not apply to the extent that its application would result in a duplication of benefits. The foregoing summary is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.
 
Effect of the Offer on Directors’ and Officers’ Indemnification and Insurance
 
The CBCA allows a Colorado corporation to eliminate the personal liability of directors of a corporation to the corporation or its Shareholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Colorado law or obtained an improper personal benefit. The Company’s articles of incorporation, as amended and restated, provide that to the fullest extent permitted by the CBCA, no director shall be liable to the Company or its Shareholders for monetary damages for breaches of his or her fiduciary duty as a director.
 
The CBCA also allows a Colorado corporation to indemnify its officers and directors for certain expenses (including attorneys’ fees), judgments, fines, penalties and settlement amounts incurred by such officers and directors in any action or proceeding arising out of such persons’ service as such, or for such persons’ service at any other company or enterprise to which the person provides services at the corporation’s request, provided that the officer or director acted in good faith, believed that his or her conduct was in the corporation’s best interests, and did not obtain an improper personal benefit. In addition, the CBCA allows a corporation to advance litigation expenses to an officer or director who has been sued in his or her capacity as such, under certain conditions. The Company’s articles of incorporation, as amended and restated, and bylaws require the Company to indemnify its officers and directors, and to advance litigation expenses for their benefit, to the maximum extent permitted by the CBCA.
 
Under the Merger Agreement, for six years following the closing of the Merger, any rights to indemnification or exculpation in favor of the Company’s current and former directors and officers, or such persons who were directors or officers prior to the execution of the Merger Agreement, in place at the time of execution of the Merger Agreement shall continue in full force and effect. At or prior to the Acceptance Date, the Company will purchase and prepay a six-year “tail” policy on terms and conditions providing substantially equivalent benefits and coverage levels as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (the “Existing D&O Policies”) with respect to matters arising at or before the Effective Time, covering without limitation the transactions contemplated by the Merger Agreement (the “Tail Policy”). However, if such Tail Policy is not available at a cost equal to or less than 300% of the aggregate annual premiums paid by the Company during the most recent policy year for the Existing D&O Policies, the Company will purchase the best coverage as is reasonably available for such amount. Haemonetics will cause the Tail Policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Company.
 
Indemnification Agreements with the Global Med Directors
 
Following execution of the Merger Agreement and filing of the CJC Action (as defined in Item 8(j) — “Additional Information To Be Furnished — Shareholder Litigation” below), the Company entered into separate indemnification agreements (the “Indemnification Agreements”) with each of its directors. In addition to the indemnification and advancement of expenses provided for in the Company’s articles of incorporation, as amended and restated, and bylaws, these agreements, among other things, provide the directors with rights


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of contribution under certain circumstances and the right to have their expenses paid by the Company if they must enforce their rights of advancement.
 
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of such Indemnification Agreements, which is filed as Exhibit (e)(13) hereto and is incorporated herein by reference.
 
(b)   Section 16 Matters.
 
Pursuant to the Merger Agreement, the Company has agreed to take all steps to cause any dispositions of the Shares, Company Stock Options or any other dispositions of equity securities of the Company in connection with the Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 of the Exchange Act.
 
(c)   Agreements with Haemonetics and the Purchaser.
 
The Merger Agreement.  The Merger Agreement, a copy of which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference, governs the contractual rights among Haemonetics, the Purchaser and the Company in relation to the Offer and the Merger. The Merger Agreement has been filed as Exhibit (e)(1) to this Schedule 14D-9 to provide Shareholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Haemonetics, the Purchaser or the Company in the Company’s public reports filed with the SEC. In particular, the Merger Agreement and the summary of terms set forth in the Offer to Purchase and incorporated by reference herein are not intended to be, and should not be relied upon as, disclosure regarding any facts and circumstances relating to Haemonetics, the Purchaser or the Company. The representations and warranties contained in the Merger Agreement have been negotiated among the parties thereto with the principal purpose of establishing the circumstances in which Haemonetics may have the right not to consummate the Tender Offer, or a party thereto may have the right to terminate the Merger Agreement if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and to allocate risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to Shareholders and are qualified by information set forth on the disclosure schedules. Accordingly, Shareholders should not rely on the representations and warranties contained in the Merger Agreement as matters of fact.
 
Confidentiality Agreement.  The Company and Haemonetics entered into a mutual confidentiality agreement, dated March 30, 2009 (the “Confidentiality Agreement”), in connection with a potential negotiated transaction between the parties. Pursuant to the Confidentiality Agreement, Haemonetics and the Company agreed to, among other things and subject to certain exceptions, keep confidential information furnished to it and its representatives by or on behalf of the other party, and to use such information solely for the purpose of evaluating a possible transaction with one another.
 
The foregoing summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement. The Confidentiality Agreement is filed as Exhibit (e)(4) hereto and is incorporated herein by reference.
 
Exclusivity Agreement.  On December 2, 2009, Haemonetics and the Company entered into a letter agreement (the “Exclusivity Agreement”) pursuant to which the Company agreed that, during the period beginning on December 2, 2009 and ending on January 4, 2010, the Company would not directly or indirectly solicit, initiate, knowingly encourage, facilitate, participate in negotiations, provide any confidential information to, enter into any agreement with or otherwise cooperate in any manner with respect to an Acquisition Proposal from any person or entity. An “Acquisition Proposal” was defined as “(a) any merger, consolidation, business combination or other similar transaction with the Company, (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of the consolidated assets of the Company and its subsidiaries and/or (c) any tender offer or exchange offer for 15% or more of the outstanding shares (or of any class of outstanding shares) of the Company’s capital stock.” Notwithstanding those restrictions, as required by the Company’s sales contracts with two significant customers (the “Customers”), the Company was entitled to


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notify, and did notify both Customers of the Company’s receipt of the Expression of Interest from Haemonetics (as defined in the section of Item 4 hereof entitled “Background of the Transaction”). Under the Exclusivity Agreement, if the Company were to receive an Acquisition Proposal from either of the Customers, or an unsolicited Acquisition Proposal from another third party, the Company was entitled to pursue such proposal if, based upon the advice of its outside legal counsel, the Board determined that failure to do so would violate the Board’s fiduciary duty under Colorado law.
 
Haemonetics and the Company renewed the Exclusivity Agreement for the period from January 25, 2010 to January 31, 2010. In consideration for the Company’s agreements under the Exclusivity Agreement (as extended), Haemonetics agreed to use reasonable commercial efforts to perform its due diligence on the Company. In the event Haemonetics decided to abandon its inquiry into the Company or any further pursuit of a transaction with the Company, the Exclusivity Agreement would immediately terminate. The Exclusivity Agreement also reaffirmed the Confidentiality Agreement. The Exclusivity Agreement has now been superseded by the Merger Agreement.
 
The foregoing summary of the Exclusivity Agreement does not purport to be complete and is qualified in its entirety by reference to the Exclusivity Agreement. The Exclusivity Agreement and its amendment are filed as Exhibits (e)(5) and (e)(6) hereto and are incorporated herein by reference.
 
Tender and Support Agreements
 
In connection with the execution of the Merger Agreement, each of Michael I. Ruxin, M.D., Global Med’s Chairman and Chief Executive Officer, Thomas F. Marcinek, Global Med’s President and Chief Operating Officer, and Victory Park, Global Med’s largest shareholder, entered into a Tender and Support Agreement with the Purchaser and Haemonetics. The following summary of certain provisions of the Tender and Support Agreements is qualified in its entirety by reference to the Tender and Support Agreements themselves, which are included as Exhibits (e)(2)(A) and (e)(2)(B) hereto and incorporated herein by reference. Interested parties should read the Tender and Support Agreements in their entirety for a more complete description of the provisions summarized below.
 
Dr. Ruxin, Mr. Marcinek and Victory Park each agreed to tender in the Offer, and not to withdraw, the Shares he or it owns or acquires after the commencement of the Offer, including any Global Med Common Stock acquired upon the exercise of any stock options or warrants, in exchange for the Common Stock Offer Price or the Preferred Stock Offer Price, as applicable. At every meeting of the Shareholders called, and at any adjournment or postponement of a shareholder meeting, each of Dr. Ruxin, Mr. Marcinek and Victory Park will vote or cause to be voted his or its Shares (to the extent that any of the Shares are not purchased in the Offer):
 
  •  In favor of the adoption and approval of the Merger Agreement and the related transactions.
 
  •  Against (1) any agreement or arrangement related to or in furtherance of any acquisition proposal, (2) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Global Med or any of its subsidiaries, (3) any other transaction, the consummation of which would impede, interfere with, prevent or materially delay the Offer or the Merger or (4) any action, proposal, transaction or agreement that would result in (i) a breach of any covenant, representation or warranty or other obligation or agreement of Global Med under the Merger Agreement or of Dr. Ruxin, Mr. Marcinek or Victory Park under his or its Tender and Support Agreement or (ii) the failure of any of the conditions of the Offer set forth in Section 14 — “Certain Conditions of the Offer” of the Offer to Purchase to be satisfied.
 
  •  In favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement.


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For as long as the Tender and Support Agreements are effective, except in furtherance of the Offer and the Merger as provided therein, each of Dr. Ruxin and Mr. Marcinek (in their capacities as Shareholders) and Victory Park have agreed:
 
  •  Not to grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of Global Med’s securities.
 
  •  Not to sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) Shares or, in the case of Global Med Preferred Stock, redeem or convert such shares for Global Med Common Stock, or enter into any contract, option or other arrangement or understanding with respect to any such transaction, in all cases including any Shares subsequently acquired.
 
  •  To waive, and not to exercise or assert, if applicable, any dissenters’ rights under Article 113 of the CBCA in connection with the Merger.
 
  •  To take all actions necessary to opt out of any class in any class action with respect to any claim, derivative or otherwise, against Global Med or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of their respective Tender and Support Agreement, the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
 
In addition, each of Dr. Ruxin, Mr. Marcinek and Victory Park also agreed not to, directly or indirectly:
 
  •  Solicit, initiate, knowingly encourage or knowingly facilitate (including by way of providing non-public information) the submission of any inquiry, indication of interest, proposal or offer that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement) or participate in or knowingly facilitate any discussions or negotiations with respect to an Acquisition Proposal.
 
  •  Approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement that may reasonably be expected to lead to an Acquisition Proposal or enter into any letter of intent, agreement or agreement in principle requiring such stockholder (whether or not subject to conditions) to abandon, terminate or fail to consummate the transactions contemplated by the Tender and Support Agreement or to breach its obligations under that agreement.
 
As an exception to these limitations, Victory Park may have discussions or negotiations with any Qualified Bidder (as defined in the Merger Agreement) if and for so long as the Board engages in discussions or negotiations regarding an Acquisition Proposal with such Qualified Bidder, in accordance with the Merger Agreement.
 
Each Tender and Support Agreement, and all rights and obligations of the Purchaser, Haemonetics and Dr. Ruxin, Mr. Marcinek and Victory Park thereunder will terminate on the earlier of (1) the termination of the Merger Agreement in accordance with its terms, (2) the Effective Time or (3) upon mutual written agreement of the parties to such Tender and Support Agreement. In addition, Victory Park’s Tender and Support Agreement may sooner terminate upon (a) any decrease of the Common Stock Offer Price and/or the Preferred Stock Offer Price, (b) the acquisition by Haemonetics of all of Victory Park’s Global Med securities, whether pursuant to the Offer or otherwise, (c) the termination of the Offer prior to the Expiration Date, or (d) Global Med having effected an Adverse Recommendation Change pursuant to and in accordance with the terms of the Merger Agreement.
 
As of January 31, 2010, the parties to the Tender and Support Agreements held 6,585,548 shares of Global Med Common Stock and 3,960 shares of Global Med Preferred Stock which represented approximately 18% of the outstanding shares of Global Med Common Stock and 78% of the outstanding shares of Global Med Preferred Stock. In addition, as of January 31, 2010, the parties to the Tender and Support Agreements held options to purchase 1,500,000 shares of Global Med Common Stock and warrants to purchase


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4,125,000 shares of Global Med Common Stock. After the signing of the Merger Agreement was announced publicly, a Shareholder exercised its right to convert its shares of Global Med Preferred Stock into shares of Global Med Common Stock. As a result of this conversion, the parties to the Tender and Support Agreements hold approximately 17% of the shares of Global Med Common Stock and 100% of the shares of Global Med Preferred Stock outstanding on the date of this Schedule 14D-9.
 
The foregoing summary is qualified in its entirety by reference to the Tender and Support Agreements, which are filed herewith as Exhibits (e)(2)(A) and (e)(2)(B) and are incorporated herein by reference. The description of the Victory Park Tender and Support Agreement is based on information contained in the Schedule 13D/A jointly filed by Victory Park Capital Advisors, LLC, Victory Park, Jacob Capital, L.L.C. and Richard Levy pursuant to the Exchange Act on February 1, 2010, which may not be current as of the date of this Schedule 14D-9 and assumes there have been no modifications to such Tender and Support Agreement.
 
Employment and Change of Control Arrangements with Haemonetics
 
On January 31, 2010, each of Dr. Ruxin and Mr. Marcinek entered into an employment agreement (each a “New Employment Agreement” and collectively, the “New Employment Agreements”) with Haemonetics, effective as of the Effective Time, to continue his employment with the Surviving Corporation following the closing of the Merger. If the Offer succeeds and the Merger is consummated, the existing employment agreements of Messrs. Ruxin and Marcinek will be terminated and the New Employment Agreements will supersede the executive officer’s rights and obligations under the executive’s prior employment agreement (except for any existing severance obligations).
 
Michael I. Ruxin, M.D.  The effectiveness of the New Employment Agreement with Dr. Ruxin is contingent on the closing of the Merger. The term of Dr. Ruxin’s New Employment Agreement is three years. Dr. Ruxin is entitled to an annual base salary of not less than $400,000, with the potential to earn a bonus of up to an additional 30% of his annual base salary, as determined by Haemonetics’ Compensation Committee. In connection with the commencement of Dr. Ruxin’s employment and subject to the vote of the Haemonetics’ Compensation Committee, he will be awarded an option to purchase 105,000 shares of Haemonetics common stock, which will vest annually in equal installments over five years. Dr. Ruxin will also be eligible for customary insurance benefits.
 
Dr. Ruxin’s New Employment Agreement provides that if he is terminated by Haemonetics without cause or he resigns for good reason, Haemonetics will pay to Dr. Ruxin an amount equal to two times his base salary and he will be entitled to medical insurance benefits for a period of two years from the date of such termination or resignation. In addition, his initial Haemonetics option grant will vest in full and be exercisable for the lesser of the balance of the term of the option or five years from the date of termination. Upon the commencement of his employment, Dr. Ruxin and Haemonetics will enter into Haemonetics’ standard senior executive change in control agreement pursuant to which Dr. Ruxin will be entitled to (1) a lump sum payment of twice the sum of his annual base salary plus his annual target bonus, (2) a lump sum payment equal to the cost of providing medical, dental, life and disability insurance coverage for a period of two years following such termination, and (3) potential acceleration of the vesting of his equity awards (such benefits in lieu of any payment under his New Employment Agreement) if Dr. Ruxin separates from Haemonetics due to termination by Haemonetics without cause or if Dr. Ruxin resigns due to a constructive termination in the two years following a change in control of Haemonetics.
 
Dr. Ruxin’s New Employment Agreement also includes customary confidentiality restrictions and post-termination non-compete and non-solicit provisions, whereby Dr. Ruxin agrees not to provide services to any company in the industry in which Haemonetics competes for two years and not to solicit or interfere with Haemonetics’ relationships with any of its customers, suppliers or employees for two years after the termination of his employment.
 
Thomas F. Marcinek.  The effectiveness of the New Employment Agreement with Mr. Marcinek is contingent on the closing of the Merger. The term of Mr. Marcinek’s New Employment Agreement is three years. Mr. Marcinek is entitled to an annual base salary of not less than $300,000, with the potential to earn a bonus of up to an additional 30% of his annual base salary, as determined by Haemonetics’ Compensation


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Committee. In connection with the commencement of Mr. Marcinek’s employment with Haemonetics, and subject to the vote of the Haemonetics Compensation Committee, he will be awarded an option to purchase 55,000 shares of Haemonetics common stock, which will vest annually in equal installments over five years. Mr. Marcinek will also be eligible for customary insurance benefits. Mr. Marcinek’s New Employment Agreement provides that if he is terminated by Haemonetics without cause or he resigns for good reason, Haemonetics will pay to Mr. Marcinek an amount equal to two times his base salary and he will be entitled to medical insurance benefits for a period of two years from the date of such termination or resignation. In addition, his initial Haemonetics option grant will vest in full and be exercisable for the lesser of the balance of the term of the option or five years from the date of termination.
 
Upon the commencement of his employment, Mr. Marcinek and Haemonetics will enter into Haemonetics’ standard senior executive change in control agreement pursuant to which Mr. Marcinek will be entitled to (1) a lump sum payment of twice the sum of his annual base salary plus his annual target bonus, (2) a lump sum payment equal to the cost of providing medical, dental, life and disability insurance coverage for a period of two years following such termination, and (3) potential acceleration of the vesting of his equity awards (such benefits in lieu of any payment under his New Employment Agreement) if Mr. Marcinek separates from Haemonetics due to termination by Haemonetics without cause or if Mr. Marcinek resigns due to a constructive termination in the two years following a change in control of Haemonetics.
 
Mr. Marcinek’s New Employment Agreement also includes customary confidentiality restrictions and post-termination non-compete and non-solicit provisions, whereby Mr. Marcinek agrees not to provide services to any company in the industry in which Haemonetics competes for two years and not to solicit or interfere with Haemonetics’ relationships with any of its customers, suppliers or employees for two years after the termination of his employment.
 
The foregoing description of the New Employment Agreements does not purport to be complete and is qualified in its entirety by (1) reference to the description of these agreements in the Offer to Purchase, which is incorporated herein by reference, and (2) reference to the New Employment Agreements (which are filed as Exhibit (e)(3)(A) and Exhibit (e)(3)(B) hereto) and are incorporated herein by reference.
 
Ownership of Company Securities.  The Offer to Purchase states that Haemonetics and the Purchaser do not own any Shares.
 
Board Designees.  The Merger Agreement provides that after the Purchaser accepts for payment and pays for Shares, the Purchaser will be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board, giving effect to the election of any additional directors, and (ii) the percentage that the number of Shares beneficially owned by Haemonetics and the Purchaser bears to the total number of Shares outstanding. The Company, upon request, will use best efforts to cause the Purchaser’s designees to be elected or appointed to the Board, including increasing the number of directors and seeking and accepting resignations of incumbent directors, as necessary. Moreover, the Company will take all reasonable actions necessary to cause individuals designated by the Purchaser to constitute the number of members, rounded up to the next whole number, on each committee of the Board, each board of directors of each subsidiary of the Company, and each committee of the board of directors of each subsidiary, that represents the same percentage as the individuals represent on the Board, in each case to the fullest extent permitted by applicable law.
 
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. The Merger Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.
 
The Purchaser intends to designate representatives to the Board from among the directors and officers of the Purchaser and Haemonetics. Background information on these individuals is found in the Schedule TO filed by Haemonetics and the Purchaser with the SEC related to the Offer and incorporated herein by reference.


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ITEM 4.   THE SOLICITATION OR RECOMMENDATION.
 
(a)   Recommendation of the Board.
 
On January 31, 2010, the Board (including all of the members of the Special Committee) (i) determined and declared the Merger Agreement and all of the transactions contemplated thereby, including the Offer, and the Merger, advisable and in the best interests of, the Company and the Shareholders; (ii) approved the Offer and the Merger in accordance with the CBCA and the Colorado Corporations and Associations Act; (iii) adopted the Merger Agreement; (iv) approved and authorized the execution and delivery of the Merger Agreement; and (v) recommended that the Shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve the Merger and adopt and approve the Merger Agreement at any meeting of Shareholders of the Company called to consider the approval of the Merger and the Merger Agreement, if applicable. Dr. Ruxin and Mr. Marcinek did not participate in the vote of the Board on the Offer and the Merger due to the potential conflicts of interest with respect to the transaction posed by their future employment with Haemonetics and/or the change of control payments under their existing employment agreements, as described herein.
 
Accordingly, the Board recommends that the Shareholders ACCEPT the Offer, tender their Shares pursuant to the Offer and approve the Merger and approve and adopt the Merger Agreement and the transactions contemplated thereby, if applicable.
 
A copy of the letter to the Shareholders, dated March 3, 2010, communicating the recommendation of the Board, as well as a joint press release, dated February 1, 2010, issued by the Company and Haemonetics announcing the execution of the Merger Agreement, are included as Exhibits (a)(4) and (a)(5) to this Schedule 14D-9, respectively, and are incorporated herein by reference.
 
(b)   Background of the Transaction.
 
The following information was prepared by the Company. Neither the Company nor its representatives takes any responsibility for the accuracy or completeness of such information regarding meetings or discussions in which the Company or its representatives did not participate. Information about the Company was provided by the Company, and neither Haemonetics, the Purchaser nor their representatives take any responsibility for the accuracy or completeness of such information regarding meetings or discussions in which Haemonetics or its representatives did not participate. All dates referred to in the following information are as of Boston, Massachusetts time.
 
The Company has periodically reviewed and assessed trends and conditions impacting the Company, and from time to time the Board has considered and, in some cases, pursued strategic options potentially available to the Company, including growth through product investments, targeted acquisitions of other businesses, strategic combination transactions and commercial arrangements. Over the past several years, the Company has received inquiries and engaged in discussions regarding potential acquisitions of the Company or other strategic alliances with several interested parties, including from the customers and other third parties identified below.
 
On October 26, 2007, the Company’s management met with three investment advisory firms, Burnham Financial, Stewart Collins and Noble Financial Group, regarding strategic alternatives available to the Company. The firms provided their view of the Company and the direction they believed was best for the Company. After these meetings, the Company periodically continued to review various strategic alternatives presented by the advisory firms.
 
On March 14, 2008, Dr. Ruxin and Chris Lindop, Haemonetics’ chief financial officer and vice president of business development, spoke via telephone regarding potential relationships between Haemonetics and the Company.
 
On April 24, 2008, Brad Nutter, who was then Haemonetics’ chief executive officer and is now the executive chairman of Haemonetics’ board of directors and Mr. Lindop called Dr. Ruxin and Mr. Marcinek to arrange an introductory June 3, 2008 meeting between representatives of the Company and Haemonetics. On


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June 3, 2008, Mr. Nutter and Mr. Lindop met in Chicago, Illinois with Dr. Ruxin and Mr. Marcinek to discuss general industry developments.
 
In December 2008, a representative of Victory Park Capital Advisors LLC, the investment advisor of Victory Park, Global Med’s largest Shareholder, contacted Mr. Lindop and discussed a possible transaction involving Global Med. To the Company’s knowledge, Haemonetics’ representatives did not have any further conversations with Victory Park or any of its representatives regarding a possible business combination transaction with the Company until the week of January 25, 2010 (see below).
 
On December 9, 2008, Victory Park delivered a letter to the Company recommending that the Board either (1) commence an auction process for the Company to identify a strategic or financial buyer or (2) pursue a buyout transaction led by Victory Park. A representative of Victory Park stated (and confirmed in a Schedule 13D filed with the SEC) that it was prepared to offer to purchase all of the Company’s outstanding equity securities that it did not already own for $1.10 per share in cash, subject to completion of confirmatory due diligence and negotiations. Moreover, Victory Park asserted it was prepared to move quickly to realize this transaction and set a deadline of December 16, 2008 for a Board response. The Company subsequently discussed possible strategic alternatives with a representative of Victory Park, and on February 1, 2009 the Company executed a Non-Disclosure Agreement (“NDA”) with Victory Park. Ultimately, however, the Board elected not to pursue a transaction with Victory Park due to the perceived insufficiency of price and other uncertainties. From time to time thereafter during the spring and summer of 2009, representatives of Victory Park requested the Board to either (1) seek a buyer for the Company (2) recapitalize the Company or (3) otherwise provide liquidity to Victory Park.
 
On January 27, 2009, Dr. Ruxin called Mr. Lindop to schedule a meeting to discuss potential strategic possibilities between their respective companies.
 
In early 2009, management of the Company had general discussions with one of its competitors (“Interested Third Party 1”) regarding a possible combination of the two companies and the strategic and operational benefits of such a combination. No additional discussions occurred with Interested Third Party 1 until January 28, 2010.
 
On February 3, 2009, Dr. Ruxin and Mr. Marcinek had a general discussion with a private equity fund regarding a possible investment in the Company but pricing was not discussed. After the initial discussion, neither the private equity fund nor Dr. Ruxin initiated any further contact.
 
On March 23, 2009, Mr. Nutter, Mr. Lindop and Brian Concannon, who was then Haemonetics’ chief operating officer and shortly thereafter became its chief executive officer, met with Dr. Ruxin and Mr. Marcinek in Denver, Colorado. At this meeting, the participants discussed Haemonetics’ and Global Med’s respective business profiles, general industry developments, and the potential for a strategic transaction between Global Med and Haemonetics.
 
On March 30, 2009, Haemonetics and Global Med entered into a mutual confidentiality agreement pursuant to which Haemonetics and Global Med each agreed to maintain the confidentiality of any non-public information shared with it by the other party.
 
On April 8, 2009, Dr. Ruxin sent a letter to Messrs. Concannon and Lindop regarding a potential business combination transaction between Haemonetics and the Company, and enclosing certain capitalization information and financial projections prepared by Global Med. The projections applied various assumptions suggested by Haemonetics and others assumptions made by the Company’s management regarding the operations and prospects of the Company after the Merger (see Item 8 — “Additional Information To Be Furnished — Certain Projected Financial Information” below).
 
On April 15, 2009, Dr. Ruxin and Mr. Lindop had a telephone conversation regarding the financial information included in the April 8th letter.
 
On April 27, 2009, Dr. Ruxin and Messrs. Concannon, Lindop and Marcinek met in Braintree, Massachusetts. At this meeting, the participants continued to discuss, in general terms, a possible business combination transaction between the two companies. The following day, Dr. Ruxin and Mr. Marcinek met at


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Haemonetics’ corporate headquarters with various members of Haemonetics’ senior management team and provided additional details about Global Med’s business and technology.
 
During the weeks of May 4 and 11, 2009, Mr. Lindop and Dr. Ruxin had telephone conversations in which they continued their discussions regarding the potential framework for a business combination transaction. They also discussed the possibility of Dr. Ruxin and Mr. Marcinek being involved in the management of the Global Med business following such a transaction.
 
On May 14, 2009, Mr. Concannon sent Dr. Ruxin a response to his April 8th letter regarding the exploration of a possible acquisition of Global Med by Haemonetics.
 
Also on May 14, 2009, at a meeting of the Board, Dr. Ruxin informed the Board of various possible business opportunities, including a possible interest by Haemonetics in acquiring the Company. No potential deal terms, management structure or valuation estimates were provided to the Board as such discussions were preliminary.
 
On May 28, 2009, Dr. Ruxin requested that further discussions about any potential business combination transaction be directed to Global Med’s outside counsel at K&L Gates LLP (“K&L Gates”). Thereafter, on June 9, 2009, Mr. Lindop and James O’Shaughnessy (Haemonetics’ general counsel) had a telephone conversation with a representative of K&L Gates in which Mr. Lindop explained that, because of unrelated priorities, Haemonetics would be suspending further discussions regarding a potential business combination transaction with Global Med until at least late summer 2009.
 
From time to time during the spring, summer and fall of 2009, Dr. Ruxin made contact and had general conversations with several industry participants and investment bankers concerning a possible recapitalization, acquisition, sale or other strategic transaction involving the Company.
 
On August 26, 2009, Dr. Ruxin, Mr. Marcinek, Mr. Lindop and Mr. Concannon spoke telephonically regarding the possibility of reviving discussions regarding a business combination between the respective companies. Mr. Concannon and Mr. Lindop indicated that Haemonetics was not in a position to resume discussions at that time.
 
On September 8, 2009, Victory Park filed a Schedule 13D/A with the SEC indicating its intent to make an offer for the Company at $0.90 per share of Global Med Common Stock. The Company offered to enter into a non-disclosure agreement with Victory Park in response to such filing. Victory Park did not sign the NDA, and no further action was taken by the Company or (to the Company’s knowledge) by Victory Park in connection with Victory Park’s filing.
 
In October 2009, the Board solicited proposals from three investment bankers (including St. Charles Capital, LLC (“St. Charles”)) to explore the Company’s strategic alternatives.
 
Also in late October 2009, Anthony Pare, Haemonetics’ vice president — mergers and acquisitions, met with Dr. Ruxin and Mr. Marcinek at the Association for Blood Banks meeting in New Orleans, Louisiana. During these meetings, they discussed a possible business combination transaction between the two companies as well as several of Global Med’s products. Mr. Pare informed Dr. Ruxin and Mr. Marcinek that Haemonetics would not take further actions, if any, in respect of a potential business combination transaction with Global Med until after the next meeting of the Haemonetics board of directors.
 
On November 1, 2009, the Company received from a venture capital firm (“Interested Third Party 2”) a letter expressing interest in acquiring the Global Med Common Stock owned by Victory Park or otherwise making an investment in the Company. The letter did not include any information with respect to (1) pricing or structure of the transaction or (2) Interested Third Party 2’s capacity to finance any transaction. Interested Third Party 2 insisted upon exclusivity as a condition to proceeding with any discussion.
 
On November 8, 2009, Mr. Concannon sent a letter to Dr. Ruxin containing Haemonetics’ non-binding indication of interest (“Expression of Interest”) to acquire Global Med (the “Transaction”) for $1.15 to $1.25 in cash per fully-diluted Share (the “Offered Range”). The letter indicated that the proposal was subject to Haemonetics’ due diligence review of Global Med’s business, finances and operations, and the negotiation of


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an acceptable definitive agreement. The proposal also requested that the Company grant Haemonetics exclusivity during an initial 30-day due diligence period. Shortly thereafter, Mr. Concannon telephoned Dr. Ruxin and discussed the content of the letter and the basis for the proposal.
 
On November 10, 2009, the Board met to discuss the letter from Interested Third Party 2 and Haemonetics’ Expression of Interest. In connection with this discussion, the Board noted the continued expression of interest by Victory Park, the Company’s largest Shareholder, for the Company to pursue strategic alternatives. A sale of the Company was mentioned as a possibility. At such Board meeting, the proposals received by the Company from the three investment banking firms in October were also reviewed and discussed. Each of the proposals contained indicative implied equity values for the Company based upon the public information available to the investment banking firms. Also at this Board meeting, the Board established a committee (the “Special Committee”) to explore strategic alternatives available to the Company to maximize Shareholder value. This Special Committee was established in part due to potential conflicts of interest of Dr. Ruxin and Mr. Marcinek believed to exist with respect to a potential transaction posed by their possible future employment with Haemonetics and potential change of control payments under their existing employment agreements. The Special Committee consisted of independent directors Sarah L. Eames, T. Kendall Hunt and Robert R. Gilmore. Mr. Gilmore was appointed as Chairman of the Special Committee. Prior to the formation of the Committee, the Board members discussed the selection of the Committee’s members and the need to insure the independence of each member of the Special Committee. After discussion, which included consultation with counsel, Board members Eames, Gilmore and Hunt were each recognized as independent directors for this purpose. In that regard, Mr. Hunt’s investments in Victory Park and certain of its affiliates, and his membership on the Advisory Board (which has no decision-making authority) of Victory Park Capital Advisors LLC, were determined not to impair Mr. Hunt’s independence for purposes of the Special Committee.
 
On November 13, 2009, Mr. Gilmore spoke to Mr. Lindop about Haemonetics’ Expression of Interest.
 
Also on November 13, 2009, a representative of Victory Park suggested that Mr. Gilmore contact a representative of a large, high-net worth family office that might have an interest in acquiring the Company. Mr. Gilmore contacted the representative the next day, but the family office expressed no serious interest in a transaction with the Company.
 
On November 16-17, 2009, a representative of Victory Park again contacted Mr. Gilmore to request that the Company retain an investment banking firm to conduct an auction sale of the Company. Mr. Gilmore declined to converse with Victory Park substantively unless Victory Park executed a new NDA. Victory Park elected not to sign an NDA at that time.
 
On November 17, 2009 and continuing on November 18, 2009, the Special Committee met for the first time, to discuss the direction of its activities, the Expression of Interest from Haemonetics, Haemonetics’ request for exclusivity, the inquiry from Interested Third Party 2 and the possibility of generating additional interest in the Company from other third parties. At that meeting, the members of the Special Committee observed that the market price of Global Med Common Stock seemed to be stagnant, perhaps because of a lack of institutional interest in the Company, the overhang of options and warrants, and/or the Company’s relatively complex capitalization. As a contributing factor, the Special Committee cited the inability of the Company to obtain approval for the listing of Global Med Common Stock on a major national stock exchange. The Special Committee discussed the merits of focusing on a single bidder versus initiating an auction or other broader process. They weighed several factors that favored a negotiated transaction with Haemonetics versus the potential benefits of an auction (all assuming that the Special Committee elected to sell the Company at all). The factors that favored a negotiated transaction included (i) the directors’ belief that Haemonetics had the most strategic value to be gained in a combination with Global Med compared to other potential suitors (and thus would likely offer the highest price), (ii) their concern that only a few companies would be strategic fits for the Company, and (iii) concern from the Company’s management that the publicity likely resulting from an auction process could lead to losses of existing and prospective customers and/or key employees. They noted that an auction could still be undertaken at a later date and that the required notices to the Customers would provide the opportunity for these two companies to submit a proposal. The Special


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Committee accordingly decided to encourage and pursue the Expression of Interest but to try to defer exclusivity in favor of Haemonetics. The Special Committee concluded that the inquiry from Interested Third Party 2 was speculative and inappropriately focused on benefiting a single Shareholder. The Special Committee directed management to establish and populate a due diligence data room containing due diligence materials regarding the Company (the “Data Room”) for Haemonetics and possible other interested parties to review.
 
At this November 18th meeting, the Special Committee retained Ducker, Montgomery, Aronstein & Bess P.C. (“Ducker Montgomery”) as counsel to the Special Committee. After a full discussion, Ducker Montgomery confirmed the independence of each member of the Special Committee pursuant to the requirements of NASDAQ Listing Rule 5605, the Exchange Act and other applicable standards. The Special Committee also discussed the Company’s sales contracts with the Customers. Although it had not decided to sell the Company, the Special Committee viewed the Customers as potential strategic buyers of the Company. The contract with one Customer precluded the Company from entering into any agreement for a change of control of the Company absent at least two weeks’ prior notice to the Customer. The contract with the second Customer required the Company to give that Customer at least 90 days’ prior notice prior to consummating any change of control together with a reasonable opportunity to make an offer for the acquisition of the Company.
 
On November 19, 2009, Mr. Gilmore informed Mr. Lindop that Haemonetics could begin due diligence, but that the Company would not grant exclusivity to Haemonetics at that time. A due diligence request list was provided to the Company by Haemonetics. Over the next ten days, the Company began populating the Data Room and Haemonetics continued to request exclusivity. During the same time frame, Mr. Gilmore informed Haemonetics about the Company’s contractual notification obligations to the Customers.
 
From time to time from November 19, 2009 through January 31, 2010, representatives and advisors of Haemonetics reviewed the information and documentation contained in the Data Room, and the Company’s management conducted numerous in-person and telephonic meetings with representatives of Haemonetics in connection with Haemonetics’ due diligence review of the Company.
 
In the last week of November 2009, as the Data Room continued to be populated with Company information, Mr. Lindop told Mr. Gilmore that Haemonetics would not proceed with its pursuit of the acquisition of the Company absent exclusivity. In particular, Mr. Lindop told Mr. Gilmore that Haemonetics would not participate in any auction process should the Company elect to pursue that course. The Special Committee conversed and agreed in principle to permit exclusivity to Haemonetics for a limited period of time sufficient for Haemonetics to complete its due diligence. The parties and their counsel negotiated and, on December 2, 2009, Global Med and Haemonetics executed an exclusivity agreement (see Item 3 — “Agreements with Haemonetics and the Purchaser” above).
 
On December 1, 2009, a representative of Victory Park called Mr. Gilmore and informed Mr. Gilmore that Victory Park would now sign an NDA. With the concurrence of the Special Committee and Haemonetics, an NDA was negotiated and signed by Victory Park on December 4, 2009. Mr. Gilmore proceeded to provide to Victory Park general information regarding the Company’s discussions with Haemonetics, but Mr. Gilmore declined to share with Victory Park either the specific Offered Range provided by Haemonetics or the identity of the potential acquiror at that time. Victory Park indicated that it was a seller, not a buyer, at a price of $1.20 per share of Global Med Common Stock. Victory Park also mentioned to Mr. Gilmore that representatives of Victory Park had contacted several other, unidentified large Shareholders (to the Company’s knowledge, prior to receipt of information about a potential transaction with Haemonetics), and that each had also expressed support for any sale of the Company at $1.20 per share or higher. From time to time thereafter, through January 31, 2010, Victory Park confirmed to the Special Committee its support for any transaction at $1.20 per share or higher.
 
During the week of December 7, 2009, Haemonetics personnel and certain of its advisors conducted in-person visits at Global Med’s El Dorado Hills, California and Phoenix, Arizona facilities.
 
On December 11, 2009, representatives from senior management of Global Med and Haemonetics had a teleconference to discuss, in general terms, a communications plan in the event that a definitive agreement was to be reached.


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During the week of December 14, 2009, Haemonetics personnel conducted in-person visits at Global Med’s Lyon, France facility and met with Global Med senior managers who presented the Global Med international business to Haemonetics’ personnel to provide some background for the due diligence efforts.
 
On December 15, 2009, Goodwin Procter LLP (“Goodwin Procter”), counsel to Haemonetics, delivered an initial draft of the merger agreement to Ducker Montgomery. Subsequently, the Special Committee, with its advisors, reviewed issues arising from the proposed Merger Agreement.
 
On December 19, 2009, Mr. Gilmore spoke to Mr. Lindop regarding the timing for a potential transaction. Mr. Lindop requested that the parties finalize the Merger Agreement as soon as possible to allow for execution and announcement during the week of January 4, 2010. Mr. Gilmore expressed reservations about that timing, given the need to negotiate the Merger Agreement and to finalize disclosure schedules, and for the Special Committee to deliberate on a potential transaction appropriately.
 
On December 21, 2009, representatives of Haemonetics sent a supplemental due diligence request to representatives of the Company. At or about the same time, representatives of Haemonetics contacted representatives of the Company to discuss the process and timing of a possible transaction and upcoming meetings to be held between senior management of Haemonetics and of the Company. A further supplemental due diligence request was delivered on December 31, 2009. From time to time from December 21, 2009 through January 31, 2010, the Company generated the disclosure schedules to the Merger Agreement.
 
During the week of December 21, 2009, Haemonetics’ advisors conducted further regulatory compliance due diligence at Global Med’s El Dorado Hills, California facility. Also during that week, Haemonetics delivered initial drafts of employment agreements with Dr. Ruxin and Mr. Marcinek.
 
From time to time from December 23, 2009 to December 31, 2009, when negotiations regarding a possible transaction were temporarily suspended (see below), and thereafter from time to time from January 5, 2010 through January 31, 2010, the Company negotiated the draft Merger Agreement with Haemonetics.
 
On December 23, 2009, with the concurrence of Haemonetics, the Company notified the Customers of the possible change of control of the Company.
 
On December 23, 2009, the Special Committee retained St. Charles to deliver a fairness opinion in connection with any possible sale of the Company. This engagement was subsequently modified to retain St. Charles to act as the Company’s financial advisor generally in connection with the Haemonetics Transaction and specifically in connection with an inquiry received from Interested Third Party 4 (as defined below). The Special Committee elected to retain St. Charles based mainly on (1) the firm’s expertise in health care technology and mergers and acquisition transactions with technology companies and (2) their experience in providing fairness opinions in similar transactions.
 
On December 24, 2009, counsel for Haemonetics delivered to the Company proposed forms of Tender and Support Agreements, under which (if signed) all five directors of the Company and Victory Park would agree to tender their Shares in the Offer and vote in favor of the Merger. A few days later and from time to time thereafter during the process, counsel to the Company and the Special Committee informed Haemonetics that none of the members of the Special Committee would sign Tender and Support Agreements, due to their desire to maintain their independence in the Transaction.
 
On December 30, 2009, a representative of St. Charles informed Mr. Gilmore that St. Charles might have difficulty delivering a fairness opinion on an offer with a price toward the lower end of Haemonetics’ Offered Range.
 
On December 31, 2009, Ducker Montgomery convened a conference call to discuss the tender offer structure and valuation with Mr. Lindop, Mr. O’Shaughnessy, a representative of Goodwin Procter and a representative of K&L Gates. On that call, a representative of Ducker Montgomery attempted to induce Haemonetics to improve its pricing. In response, Mr. Lindop asserted that Haemonetics would not make any offer above its Offered Range. Shortly thereafter, Mr. Concannon called Dr. Ruxin to inform Dr. Ruxin that Haemonetics was suspending negotiations and its due diligence efforts.


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Although the Special Committee had not decided to sell the Company, Mr. Gilmore and Mr. Lindop spoke on January 4 and on January 7, 2010 (and communicated by e-mail during the same time frame) regarding the possibility of restarting due diligence and negotiations. Mr. Gilmore indicated that, if Haemonetics desired to proceed with a tender offer structure for a possible transaction, the Company would need some additional legal assurances that Haemonetics would complete the Merger if and when Haemonetics acquired a majority but fewer than all of the Shares of Global Med Common Stock. Mr. Gilmore also asked Haemonetics either to specify a proposed price for the Company or at least narrow its price range sufficiently to allow both parties to proceed with confidence. In particular, on January 7th, Mr. Gilmore gave guidance to Mr. Lindop that a price in the lower end of the Offered Range would not be acceptable. In response, Mr. Lindop indicated that Haemonetics would not engage in a transaction with the Company unless it included a tender offer structure; he declined to narrow Haemonetics’ Offered Range at the time because due diligence had not been completed; and he clarified that Haemonetics’ position on those issues was firm.
 
On January 4, 2010, the exclusivity period under the initial exclusivity agreement between Haemonetics and Global Med expired without extension.
 
From January 4 to January 7, 2010, the Special Committee met twice and otherwise conversed frequently regarding the status of a possible transaction with Haemonetics. The Special Committee had discussions regarding the termination of negotiations with Haemonetics and/or pursuing other strategic alternatives for the Company. Despite Haemonetics’ unwillingness to narrow the price range, the Special Committee decided to proceed with negotiations with Haemonetics and to restart the due diligence process. The decision to proceed with the negotiations was conditioned on (i) the resolution of significant business and legal issues in the Merger Agreement, (ii) a solution to the Special Committee’s concerns with a tender offer structure, and (iii) exclusivity with Haemonetics not being extended absent assurances of an acceptable price.
 
On January 5-7, 2010, a representative of Ducker Montgomery and Mr. O’Shaughnessy discussed the Company’s concerns regarding Haemonetics’ obligation to complete the acquisition of the Company, after Haemonetics acquired majority control. The parties agreed that Haemonetics would deposit up to $10 million cash into escrow as a condition to Haemonetics exercising its right to control of the Board.
 
Mr. Gilmore e-mailed Mr. Concannon on January 7, 2010, suggesting that Haemonetics restart its due diligence. Mr. Lindop replied the next day accepting the Company’s proposal.
 
On January 8th and during the week of January 11, 2010, Haemonetics requested an extension of exclusivity through the end of January, but the Company demurred until Haemonetics delivered definitive pricing (see below).
 
On January 8, 2010, Dr. Ruxin received an unsolicited telephone call from a representative of a significant existing customer (“Interested Third Party 3”) in which the representative stated that it was considering making a bid to purchase the Company or otherwise proposing a strategic transaction. On January 12, 2010, a representative of Interested Third Party 3 again called Dr. Ruxin to confirm that Interested Third Party 3 was interested in making an offer to acquire the Company. In response to questions from Dr. Ruxin, the representative of Interested Third Party 3 stated that (i) Interested Third Party 3 likely would not be able to indicate any price range for the Company until it had conducted full due diligence, (ii) Interested Third Party 3 would be hard-pressed “to justify a significant premium to the current stock price based upon the public information available,” and (iii) after full due diligence, Interested Third Party 3 “might consider a premium” to the then-current per share market price of the Global Med Common Stock ($0.78 on January 8th).
 
During the week of January 11, 2010, Haemonetics’ advisors conducted further regulatory compliance due diligence at Global Med’s El Dorado Hills, California facility.
 
On January 14, 2010, a meeting of the Special Committee was convened to further evaluate the status and prospects for a possible transaction with Haemonetics. At the meeting, a representative of K&L Gates reviewed with the Special Committee the status of negotiations with respect to the Merger Agreement and related disclosure schedules. Mr. Gilmore updated the Special Committee on recent developments with respect to Interested Third Party 3 and Haemonetics’ continued requests to renew exclusivity. The Special Committee


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determined that Interested Third Party 3 would be a legitimate candidate for a strategic combination, so authorized the delivery to Interested Third Party 3 of an NDA notwithstanding its weak expression of interest.
 
Shortly after the January 14th meeting, Mr. Gilmore sent an e-mail to Mr. Lindop to inform Haemonetics that the Company had received an inquiry from Interested Third Party 3 regarding a potential business combination transaction between Interested Third Party 3 and the Company. Mr. Lindop responded non-substantively.
 
On January 18, 2010, a representative of Interested Third Party 3 called Dr. Ruxin to inform the Company that after further review of Global Med, “we can’t even get to your market cap — we can’t even value Global Med at $30,000,000. If we have total access to Global Med’s data room, maybe we could get to your market cap.” The Special Committee decided to suspend any further efforts with respect to Interested Third Party 3 as a result.
 
On January 20, 2010, Victory Park called Mr. Gilmore to offer the names of two potentially interested bidders for the Company (“Interested Third Party 4” and “Interested Third Party 5”). Interested Third Party 4 was a venture capital company with industry experience, searching for possible transactions. Interested Third Party 5 was an investment banker representing an unidentified Japanese company in the Company’s industry, which was interested in entering the U.S. market. Mr. Gilmore spoke to Interested Third Party 4 on January 21st and to Interested Third Party 5 on January 22, 2010. Neither Interested Third Party 4 nor Interested Third Party 5 was willing to provide indicative pricing, or commit its interest to writing. Mr. Gilmore encouraged both to provide a substantive proposal as soon as possible. Interested Third Party 4 did not contact the Company again. The Company provided a form of NDA to Interested Third Party 4, and exchanged proposed revisions to the terms of the NDA but communications ceased after this initial exchange concerning the terms of the NDA. On January 29, 2010, Interested Third Party 5 told Mr. Gilmore that its client would not be able to act on its interest within the near future.
 
On January 22, 2010, Mr. Lindop telephoned Mr. Gilmore. Mr. Lindop informed Mr. Gilmore that, having substantially completed its due diligence, Haemonetics was willing to offer $1.22 per share of Global Med Common Stock on a fully-diluted basis, subject to agreement on the form of Merger Agreement, completion of the Global Med disclosure schedules, approval by Haemonetics’ board of directors, final due diligence and execution of a Tender and Support Agreement by Victory Park. Mr. Lindop indicated that (i) the offered $1.22 price was final and non-negotiable, and (ii) the Company had until 9:00 a.m. eastern time on Monday, January 25th to accept Haemonetics’ offer or Haemonetics would cease negotiations.
 
On January 24, 2010, the Special Committee convened to discuss and determine the Company’s response to Haemonetics’ $1.22 offer. Dr. Ruxin, Mr. Marcinek, representatives of K&L Gates, a representative of Ducker Montgomery, and representatives of St. Charles, all attended the meeting in person or by phone. The Special Committee discussed the status of the inquiries from Interested Third Party 3, Interested Third Party 4 and Interested Third Party 5. The Special Committee reviewed the material terms and discussed the final open issues on the Merger Agreement with counsel. Attention was given to the circumstances under which the Company could entertain competing offers for the Company, and the related circumstances under which the termination fee and reimbursement of expenses would be payable by the Company to Haemonetics. Based in part upon discussions with counsel to the Special Committee and the Company, the Special Committee determined that the terms and conditions of the Merger Agreement were within the bounds of acceptable mergers and acquisitions practice. Prior to the January 24th meeting, St. Charles had prepared and distributed for review a financial analysis of the Haemonetics offer. At the January 24th meeting, St. Charles reviewed its analysis with the attendees in detail, and responded to related questions from the directors. In conjunction therewith, St. Charles also delivered to the Board its opinion (the “Fairness Opinion”) to the effect that, as of the date thereof and subject to specified assumptions and limitations, the $1.22 per fully-diluted share of Global Med Common Stock in cash to be paid to the holders pursuant to the Merger Agreement was fair from a financial point of view to the Shareholders. See Item 4 — “The Solicitation or Recommendation — Opinion of St. Charles Capital” below. Beyond its Fairness Opinion, St. Charles concluded that the Haemonetics offer included a “good price” for the shares of Global Med Common Stock. The Special Committee then debated the merits and risks of the Transaction with Haemonetics. The members discussed the Transaction with


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management, including the effects that a termination of negotiations would have on the Company. The Special Committee confirmed its earlier judgment that a negotiated transaction with Haemonetics was preferable, on balance, to an auction or more-open ended process. St. Charles orally confirmed the Special Committee’s earlier conclusion that an auction of the Company likely would not be as robust as desired, especially given the narrowing of the candidate pool over the prior weeks. The members of the Special Committee unanimously agreed to proceed with a sale of the Company based on the price of $1.22 per share of Global Med Common Stock on a fully diluted basis as being in the best interests of the Company and its Shareholders, and directed the Company to finalize the Transaction with Haemonetics.
 
Shortly after the January 24th meeting, Mr. Gilmore sent an e-mail to Mr. Lindop indicating that Global Med was prepared to move forward at the price of $1.22 per share of Global Med Common Stock on a fully-diluted basis. Thereafter, on January 25, 2010, Global Med and Haemonetics executed a letter agreement re-commencing the period of exclusivity contemplated by the original exclusivity agreement through January 31, 2010, to give the parties additional time to finalize the Transaction.
 
Later on January 24, 2010, a representative of K&L Gates received a telephone call from Mr. O’Shaughnessy stating that Haemonetics was not open to any further changes to the Merger Agreement, and in particular, to the “fiduciary-out” provisions (including the amount or conditions for payment of the termination fee and/or expense reimbursements payable to Haemonetics).
 
During the week of January 25, 2010, the parties continued their negotiation of the Merger Agreement, Global Med’s disclosure schedules to the Merger Agreement, and other documents related to the Transaction. Also during that week, Dr. Ruxin and Mr. Marcinek commenced negotiations of their employment agreements with Haemonetics, as there had been no negotiations regarding these agreements following their delivery on December 21, 2009 (also hereby correcting a typographical error appearing in similar disclosure in the Offer to Purchase).
 
Also during the week of January 25, 2010, Haemonetics entered into a confidentiality agreement with Victory Park. Thereafter, prior to January 31, 2010, Haemonetics, Victory Park and their respective counsel discussed the Transaction and negotiated a Tender and Support Agreement under which Victory Park agreed to tender its Shares in the Offer and otherwise support the Merger at $1.22 per common share and $1,694.44 per share of Global Med Preferred Stock.
 
On January 28, 2010, Haemonetics informed the Company that its board of directors had approved the Transaction. Due to the restrictions on equity issuances in the Merger Agreement, Haemonetics and the Company agreed that, for the 2010 fiscal year, the Company would pay its annual director fees all in cash instead of its typical combination of equity and cash (the Company’s Compensation Committee approved this arrangement on January 31, 2010).
 
Also on January 28, 2010, Dr. Ruxin received an unsolicited inquiry from Interested Third Party 1 expressing an interest in merging with the Company. The Special Committee viewed Interested Third Party 1 as a good candidate for a potential strategic combination with the Company. After receiving advice from a representative of Ducker Montgomery as to its fiduciary duties and the Company’s obligations under its exclusivity agreement with Haemonetics, the Special Committee (i) amended its engagement letter with St. Charles to include analysis of a potential strategic transaction with Interested Third Party 1, and (ii) directed St. Charles to contact Interested Third Party 1 to obtain additional information. A representative of St. Charles made contact with Interested Third Party 1 accordingly by telephone on January 29, 2010. During that conversation, Interested Third Party 1 confirmed its interest in a merger or other combination with the Company. However, Interested Third Party 1 stated to St. Charles that “the Company was overvalued at its then-current market price” of $0.75 per share of Global Med Common Stock. St. Charles prepared and circulated a financial analysis of a potential combination with Interested Third Party 1 on January 30, 2010.
 
On January 29, 2010, Mr. Gilmore informed Mr. Lindop in writing about the inquiry from Interested Third Party 1. In response, Mr. Lindop asked that the Merger Agreement be finalized and signed immediately. Mr. Gilmore told Mr. Lindop that the Company would conduct its final review of the Transaction on January 31st. Mr. Lindop told Mr. Gilmore that, if the Transaction was not approved and the Merger


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Agreement was not signed by early Monday morning, February 1st, Haemonetics would terminate negotiations.
 
On January 31, 2010, the Special Committee convened to discuss the inquiry from Interested Third Party 1 and to determine the Company’s response to Haemonetics. Dr. Ruxin, Mr. Marcinek, representatives of K&L Gates, a representative of Ducker Montgomery, and representatives of St. Charles, all attended the meeting in person or by phone. St. Charles reviewed its analysis of the merits, risks and likelihood of consummating a transaction with Interested Third Party 1. Based upon (1) its analysis of the financial position and market valuation of Interested Third Party 1 and (2) the statement of the Interested Third Party 1’s chief executive officer that the Global Med Common Stock was overvalued in the market, St. Charles concluded that it was highly unlikely that Interested Third Party 1 could make an offer to the Company in excess of the Offer Price. St. Charles also discounted the chances of another bidder emerging with an offer superior to Haemonetics in the near future. St. Charles confirmed its Fairness Opinion delivered a week earlier and endorsed the Transaction. K&L Gates reviewed for the Special Committee the final form of Merger Agreement. A representative of Ducker Montgomery, with input of representatives of K&L Gates, then led the Special Committee through a review of its fiduciary duties as applied to the facts and circumstances of the Haemonetics offer. The Special Committee reviewed and considered the adequacy of its “market checks” on the price offered by Haemonetics. The members of the Special Committee then discussed the advantages and disadvantages of accepting Haemonetics’ offer. In particular, while the members of the Committee viewed negatively the constraints in the Merger Agreement on the Company’s ability to solicit and entertain competing offers for the Company, the Special Committee agreed that the disadvantages did not justify loss of the Haemonetics deal. The Special Committee agreed the Transaction must be conditioned on the execution and delivery by Victory Park of a Tender and Support Agreement supporting the Transaction (because Victory Park owned a majority of the Global Med Preferred Stock and the tender of such stock would be necessary to the success of the tender offer). The Special Committee then discussed various factors as listed in Item 4(c) – “Reasons For The Recommendation,” including in particular, among other issues, how to balance the certainty of immediate value for the Shareholders against (i) the chances of being able to obtain a superior offer, and (ii) the operating, regulatory, competitive, and economic risks facing the Company over the short- and long-term. The Special Committee agreed that the value reflected in the Offer exceeded the likely market price growth for the Global Med Common Stock during the foreseeable future. After final discussion, the Special Committee (i) unanimously determined that the Offer and the Merger were fair to, and in the best interests of, the Shareholders, (ii) approved the Offer and the Merger, and adopted the Merger Agreement, (iii) recommended that the Shareholders tender their Shares in the Offer, and (iv) recommended that the full Board adopt similar resolutions.
 
Immediately following the January 31st meeting of the Special Committee, the entire Board (including all of the members of the Special Committee) met and adopted the recommendation of the Special Committee by (i) determining that the Merger Agreement, the Offer and the Merger were advisable and in the best interests of the Shareholders, approved the Offer and the Merger, adopted the Merger Agreement, (ii) recommending that the Shareholders of Global Med accept the Offer and tender their Shares in the Offer, and if required by applicable law, adopt and approve the Merger Agreement and the Merger, and (iii) authorizing management to finalize and execute the Merger Agreement. Dr. Ruxin and Mr. Marcinek abstained from this Board vote, however, due to the potential conflicts of interest with respect to the Transaction posed by their future employment with Haemonetics and/or the change of control payments under their existing employment agreements, as described herein.
 
Immediately following the January 31st Board meeting, the Compensation Committee of the Board met, together with representatives of K&L Gates, and unanimously adopted a series of resolutions relating to the Transaction with Haemonetics, including a resolution ratifying the employment arrangements for Global Med employees as constituting “employment compensation, severance or other employee benefit arrangements” in order to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.
 
Later that night, Victory Park, Dr. Ruxin and Mr. Marcinek executed and delivered the Tender and Support Agreements with Haemonetics and Purchaser; Dr. Ruxin and Mr. Marcinek executed and delivered


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their New Employment Agreements with Haemonetics; and the parties executed and delivered the Merger Agreement.
 
On February 1, 2010, before the start of trading on the New York Stock Exchange, Haemonetics and Global Med issued a joint press release announcing the definitive agreement and Haemonetics’ intent to make the Offer and acquire the Shares.
 
On February 17, 2010, the Special Committee asked St. Charles to review and analyze the April 2009 Model (as defined and described in Item 8 — “Additional Information To Be Furnished — Certain Projected Financial Information”) and indicate whether the review of such information would have affected any conclusions included in the Fairness Opinion. On February 22, 2010, having reviewed, analyzed and discussed with management the circumstances surrounding the creation of the April 2009 Model, St. Charles confirmed to the Special Committee the continuing validity of its Fairness Opinion delivered to the Board and the Special Committee on January 24, 2010.
 
On February 19, 2010, Haemonetics commenced the Offer.
 
(c)   Reasons for the Recommendation.
 
In evaluating the Offer and the Merger, the Board (which, for the avoidance of doubt, will include the Special Committee for the purposes of this Item 4(c)) consulted with senior management and legal and financial advisors and, in reaching its determination of the fairness of the terms of the Offer and the Merger and its decision to approve the Merger Agreement and recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer and adopt and approve the Merger Agreement and the transactions contemplated thereby (if applicable), the Board considered the following material factors:
 
  •  The Company’s Business and Financial Condition and Prospects.  The Board’s familiarity with the business, operations, prospects, business strategy, assets and financial condition of the Company, and the certainty of realizing in cash a compelling value for Shares in the Offer compared to the risk and uncertainty associated with the operation of the Company’s business (including the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008) in a volatile and unpredictable business environment.
 
  •  Company Financials.  The Board’s understanding of the historical and prospective operating environment and financial performance of the Company.
 
  •  Review of Strategic Alternatives.  The Board’s belief that the sale of the Company was in the best interest of the Shareholders, based on the Board’s assessment (after consultation with the Company’s management and legal and financial advisors), of the other strategic alternatives reasonably available to the Company. The Board reviewed the possible alternatives to the sale of the Company (including the possibility of remaining an independent company) and the perceived risks and benefits of any such alternatives, including the timing and likelihood of consummating any such alternative, and the Board’s view that the Offer and the Merger present a superior opportunity to any such reasonably available alternatives.
 
  •  Maximizing Shareholder Value.  Based on (1) the current economic environment, (2) the circumstances affecting the Company and (3) the terms and conditions of the Merger Agreement, the Board’s belief (after consultation with the Company’s management and legal and financial advisors) that the Offer and the Merger offered the greatest opportunity to maximize shareholder value with limited risk of non-completion.
 
  •  Risks of Remaining Independent.  The Board’s assessment, after discussions with the Company’s management and advisors, of the risks of remaining an independent company and pursuing the Company’s strategic plan, including risks relating to:
 
  •  the likely need of the Company for additional capital in the future to grow meaningfully, either through strategic acquisitions or substantial internal product development, weighed against the volatility and unreliability of current capital markets;


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  •  the difficulties faced by the Company in raising additional capital, due to the challenges of the existing capital structure of the Company;
 
  •  the improbability of achieving significant organic growth, based on management’s projections for the Company on a stand-alone basis;
 
  •  the risks related to market acceptance of new products and technologies of the Company;
 
  •  the aging of certain products of the Company, notwithstanding their market acceptance to date;
 
  •  the competitive challenges faced by the Company (especially in light of the significantly greater financial resources of many competitors), and the uncertainties and costs of entering and exploiting foreign markets; and
 
  •  the adverse effect on liquidity of the Global Med Common Stock resulting from the Company’s inability to obtain listing on a national stock exchange.
 
  •  Financial Terms; Premium to Market Price.  The relationship of the Offer Price to the current and historical market prices for the Global Med Common Stock, including related volatility and trading information. While the amount of the premium is not dispositive, the 62% premium offered by Haemonetics over the closing price per share of Global Med Common Stock on the OTC Bulletin Board on January 29, 2010 (the last trading day prior to execution of the Merger Agreement) was considered significant and attractive.
 
  •  Negotiations with Haemonetics.  The course of discussions and negotiations between the Company and Haemonetics, resulting in the cash consideration per Share targeted by the Company and improvements to the terms of the Merger Agreement in connection with those negotiations, and the Board’s belief that the Offer Price was the highest price per share that Haemonetics was willing to pay and that these were the most favorable terms to the Company to which Haemonetics was willing to agree.
 
  •  Financial Strength of Haemonetics.  The fact that Haemonetics represented that it has, and will have available to it at the expiration of the Offer and at the Effective Time, cash and cash equivalents sufficient to pay for all the Shares pursuant to the Offer and to consummate the Merger and the other transactions contemplated by the Merger Agreement and that the transactions are not subject to Haemonetics’ ability to obtain third-party financing.
 
  •  Terms of the Merger Agreement.  The terms and conditions of the Merger Agreement, including:
 
  •  the provision for a two-step transaction structure, with the Offer, including the option of the Purchaser to exercise the Top-Up Option, followed by the Merger, which may shorten the time to closing as compared to alternative structures;
 
  •  the fact that the Merger Agreement provides that, under certain circumstances, Haemonetics would be required to extend the Offer beyond its initial expiration date of the Offer if certain conditions to the consummation of the Offer are not satisfied as of the initial expiration date of the Offer or, if applicable, a subsequent expiration date;
 
  •  the conditions to the closing of the Offer and the Merger and the likelihood of such conditions being satisfied, including the absence of any financing or Haemonetics shareholder approval condition to Haemonetics’ obligation to complete the Offer;
 
  •  the ability of the Company, under certain circumstances specified in the Merger Agreement, to furnish information to and engage in discussions or negotiations with a third party that makes an unsolicited written proposal for an acquisition transaction allowing the Board to fulfill its fiduciary duties;
 
  •  as of the time, if any, before the Merger that Haemonetics’ designees constitute a majority of the Board, Haemonetics will deposit the lesser of (i) $10.0 million in cash or (ii) such aggregate amount in cash required to pay the consideration in the Merger with a bank or trust company reasonably


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  acceptable to Haemonetics and Global Med, which funds will constitute all or a portion of the exchange fund for the Merger;
 
  •  the Board’s ability under the Merger Agreement to withdraw or modify its recommendation in favor of the Offer and the Merger under certain circumstances, including its ability to terminate the Merger Agreement in connection with the acceptance of a superior offer, subject to payment of a termination fee of $2.6 million;
 
  •  the Board’s belief that the termination fee of $2.6 million payable to Haemonetics in the circumstances set forth in the Merger Agreement is reasonable and customary in the context of termination fees that are payable in other comparable transactions of this type and is not likely to preclude or unreasonably deter another party from making a superior acquisition proposal; and
 
  •  the determination by the Board, based upon the advice of advisors, that the terms of the Merger Agreement were within the context of similar negotiated public transactions.
 
  •  Certainty of Value.  The fact that the Offer and the Merger, because they are for cash consideration, provide certainty as to the value of the consideration to be received in the proposed transaction, that Haemonetics agreed to proceed quickly towards the closing of the Merger and that Haemonetics’ and the Purchaser’s obligations to purchase Shares in the Offer and to close the Merger are subject only to limited conditions.
 
  •  Discussions with Potential Bidders.  The potential offer prices discussed with other potential bidders provided small or no premiums to the price of Global Med Common Stock at the times of such discussions.
 
  •  Fairness Opinion of St. Charles Capital, LLC.  The financial analyses and opinion delivered by St. Charles to the effect that, based upon and subject to the factors and assumptions stated therein, the fully diluted per share Offer Price of $1.22 per share in cash to be received pursuant to the Merger Agreement was fair to the Shareholders from a financial point of view. See “Opinion of St. Charles Capital” in Item 4(e) of this Schedule 14D-9.
 
  •  Key Shareholder Support.  The support of the Offer and the Merger by the holders of 18% of the issued and outstanding shares of Global Med Common Stock and 78% of Global Med Preferred Stock pursuant to Tender and Support Agreements.
 
  •  Dissenters’ Rights.  The fact that the Shareholders will not be obligated to tender their Shares in the Offer, and if they so desire, will be able to exercise dissenters’ rights with respect to the Merger and demand appraisal of the fair value of their Shares under the CBCA.
 
  •  Absence of Significant Regulatory Approvals.  The absence of significant regulatory approvals to consummate the Offer and the Merger that could reasonably be expected to prevent or materially delay the Offer and the Merger or cause either party to exercise its right to terminate the Merger Agreement, as well as the efforts required by the parties to the Merger Agreement to obtain such approvals.
 
The Board also considered a variety of uncertainties and risks in its deliberations concerning the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby, including the following:
 
  •  No Shareholder Participation in Future Growth or Earnings.  The fact that the nature of the Transaction as a cash transaction will prevent current Shareholders from being able to participate in any future earnings or growth of the Company, or the combined company, and Shareholders will not benefit from any potential future appreciation in the value of the Shares, including any value that could be achieved if the Company engages in future strategic or other transactions or as a result of the improvements to the Company’s operations.
 
  •  Effect of Failure to Complete Transactions.  The possibility that if the Offer and the Merger and other related transactions are not consummated, the trading price of the Shares could be adversely affected, the Company will have incurred significant transaction and opportunity costs attempting to consummate the transactions, the Company could lose customers and business partners after the announcement of


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  the Merger Agreement, the Company’s business may be subject to disruption, the market’s perceptions of the Company’s prospects could be adversely affected and the Company’s directors and officers will have expended considerable time and effort to consummate the transactions.
 
  •  Distraction of Management and Employees.  The likelihood that the Offer and the Merger would be a distraction to the Company’s management and employees.
 
  •  Interim Restrictions on Business.  The restrictions in the Merger Agreement on the conduct of the Company’s business prior to the Effective Time, requiring the Company to operate its business in the ordinary course of business and subject to other restrictions, which may delay or prevent the Company from undertaking business opportunities that could arise.
 
  •  Restrictions on Competing Proposals.  The fact that the Merger Agreement imposes restrictions on the Company’s ability to solicit or enter into any discussion or agreement concerning a competing proposal, and the fact that the Company would be obligated to pay the termination fee of $2.6 million to Haemonetics under specified circumstances.
 
  •  Potential Conflicts of Interest.  The fact that the Company’s executive officers and employee directors may have interests in the transaction that are different from, or in addition to, those of the Company’s other Shareholders, including cash payments payable to certain executives at the completion of the Merger. See Item 3 - “Past Contacts, Transactions, Negotiations and Agreements.”
 
  •  Tax Issues.  The fact that the all-cash consideration would be a taxable transaction to the holders of Shares that are U.S. persons for U.S. Federal income tax purposes.
 
The Board based its ultimate decision on its business judgment that the benefits of the Offer and the Merger to the Shareholders outweigh the negative considerations. Based on (1) the current economic environment (2) the circumstances affecting the Company and (3) the terms and conditions of the Merger Agreement, the Board determined (after consultation with the Company’s management and legal and financial advisors) that the Offer and the Merger represent the greatest reasonably available opportunity at this time to maximize Shareholder value with a limited risk of non-completion. Other than as described under “Background of the Transaction,” the Board did not consider any other offers made for the Company during the last two years as there were no such offers of which the Board was aware.
 
This discussion of the information and factors considered by the Board includes the material positive and negative factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by the Board. The Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the Offer, the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement are fair and advisable to and in the best interests of Global Med and its Shareholders. Rather, the Board conducted an overall review of the factors described above, including discussion with Global Med’s management and outside advisors, and considered the factors overall to be favorable to, and to support, its determination. In addition, individual members of the Board may have given different weight to different factors. It should be noted that certain factors considered by the Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Forward-Looking Statements” in Item 8(k) of this Schedule 14D-9.
 
(d)   Intent to Tender.
 
To the knowledge of the Company after reasonable inquiry, to the extent permitted by applicable securities laws, rules or regulations, including Section 16(b) of the Exchange Act, each executive officer and director of the Company currently intends to tender all Shares held of record or beneficially owned by such person and, if necessary, vote such Shares in favor of the adoption of the Merger Agreement and the Merger. In connection with the execution of the Merger Agreement, the Company’s Chief Executive Officer, Chief


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Operating Officer, and its largest Shareholder have entered into Tender and Support Agreements as described in Item 3 - “Agreements with Haemonetics and the Purchaser” hereof.
 
Pursuant to the terms of the Merger Agreement, the Company granted Purchaser an irrevocable option, exercisable only on the terms and conditions set forth in the Merger Agreement, to purchase, at a price per Share equal to the Offer Price, newly issued shares of Common Stock. A summary of this irrevocable option is described in Item 8(d) hereof.
 
(e)   Opinion of St. Charles Capital.
 
The Special Committee retained St. Charles to render an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Shareholders in the Transaction. At the meeting of the Special Committee on January 24, 2010, St. Charles delivered an oral opinion and a written opinion addressed to the Special Committee, that as of the date of such opinion, the fully diluted per share Offer Price of $1.22 per share of Global Med Common Stock was fair, from a financial point of view, to the Shareholders. On January 31, 2010 and February 22, 2010, St. Charles confirmed its Fairness Opinion delivered on January 24, 2010.
 
Although St. Charles rendered its Fairness Opinion and provided certain financial analyses to the Special Committee, St. Charles was not requested to, and did not make, any recommendation to the Special Committee as to the specific form or amount of the consideration to be received by the Shareholders in the proposed Merger, which was determined through negotiations between the Company and Haemonetics. St. Charles’ written Fairness Opinion, which was directed to the Special Committee, addresses only the fairness, from a financial point of view, of the consideration to be received by the Shareholders in the proposed Merger, does not address the Company’s underlying business decision to proceed with, or effect, the Merger or structure thereof, or the relative merits of the Merger compared to any alternative business strategy or transaction in which the Company might engage and does not constitute a recommendation to any Shareholder. St. Charles was not requested to solicit, and did not solicit, any expressions of interest from any other parties with the Company to any business combination with Global Med or any other alternative transaction. After receiving an unsolicited inquiry from Interested Third Party 1 and at the Company’s request, St. Charles did contact Interested Third Party 1 to ascertain the likelihood of a competing offer at or above the outstanding offer from Haemonetics. St. Charles’ Fairness Opinion was only one of the many factors taken into consideration by the Special Committee and Board in approving the Transaction with Haemonetics. The decision to recommend and pursue the Offer and the Merger was solely that of the Special Committee and the Board.
 
No company, transaction or business used in St. Charles’ analyses as a comparison is identical to the Company or the Merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed. In performing its analyses, St. Charles made assumptions with respect to industry performance, general business, economic conditions and other matters, many of which are beyond the Company’s control. The analyses performed by St. Charles are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely as part of St. Charles’ analysis of the fairness of the fully-diluted per share Offer Price to the Shareholders from a financial point of view and were provided to the Special Committee in connection with the delivery of St. Charles’s Fairness Opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold.
 
In connection with its review, St. Charles did not assume any responsibility for independent verification of any of the information that it reviewed or considered and relied on that information being complete and accurate in all material respects and upon the assurances of the Company’s management that no relevant information was omitted or was undisclosed to it. St. Charles was advised, and assumed, that the financial forecasts for Global Med were reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management as to the future financial performance of the Company. However, such financial forecasts are based on numerous variables and assumptions that are inherently


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unpredictable and must be considered not certain of occurring as projected. Accordingly, actual results could vary significantly from those set forth in such projections. St. Charles also assumed, with the Company’s consent, that that the Merger would be consummated in accordance with the terms of the Merger Agreement, without waiver, amendment or modification of any material term, condition or agreement.
 
In preparing its Fairness Opinion to the Special Committee, St. Charles performed a variety of financial and comparative analyses, including those described below. The summary of St. Charles’s analyses described below is not a complete description of the analyses underlying its Fairness Opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its Fairness Opinion, St. Charles made qualitative judgments as to the significance and relevance of each analysis and factor that it considered. Accordingly, St. Charles believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.
 
In arriving at its Fairness Opinion, St. Charles’ review included:
 
  •  the Merger Agreement;
 
  •  certain publicly available financial, operating and business information related to the Company;
 
  •  certain internal financial information, including financial projections, prepared for financial planning purposes and furnished by the Company’s management;
 
  •  to the extent publicly available, financial terms of certain acquisition transactions involving companies operating in industries deemed similar to that in which the Company operates;
 
  •  to the extent publicly available, financial data of selected public companies deemed comparable to the Company; and
 
  •  other matters St. Charles believes relevant to its inquiry.
 
Prior to reconfirming its Opinion on February 22, 2010, St. Charles reviewed and discussed with management the April 2009 Model and, after performing its review and analysis of the April 2009 Model together with the other information described as reviewed and analyzed in the Fairness Opinion and exercising its professional judgment, St. Charles concluded that had the April 2009 Model been provided to St. Charles prior to the rendering of its Fairness Opinion, the conclusion would remain as expressed in the Fairness Opinion.
 
The following paragraphs summarize the material quantitative analyses performed by St. Charles in arriving at the opinion delivered to the Special Committee.
 
Stock Trading History.  St. Charles considered historical data with regard to the trading price of Global Med Common Stock for the twelve-month period preceding January 22, 2010, the last trading day before the Fairness Opinion was delivered to the Special Committee, and the relative stock price performances during the twelve-month period of the Company, of 14 comparable public companies, and the S&P 500 Index. The two most directly comparable companies were Haemonetics and Mediware Information Systems, Inc., (“Mediware”). The other twelve comparable companies were Allscripts-Misys Healthcare Solutions, Inc., Cerner Corp., Computer Programs & Systems Inc., Eclipsys Corporation, iSOFT Group Limited, Logibec Groupe Informatique Ltee, McKesson Corporation, MedAssets, Inc., Quadramed Corp., Quality Systems Inc., Starlims Technologies Ltd, and System C Healthcare plc.
 
During the twelve-month period, the closing stock price for Global Med Common Stock ranged from $0.32 to $1.05 per share. As of January 22, 2010, Global Med Common Stock closed at $0.75 per share, or 71.4% of the 52-week high. St. Charles also noted that over the prior twelve-month period, the price of Global Med Common Stock had increased by approximately 25.0%, as compared to an average of 24.3% for


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Haemonetics and Mediware, an average of 88.6% for the other twelve comparable public companies, and 31.9% for the S&P 500 Index.
 
St. Charles also reviewed the weighted average stock price over the last month, three-month, six-month and twelve-month time periods. St. Charles noted that the Company’s weighted average stock price during these time frames was $0.80, $0.80, $0.86 and $0.77, respectively.
 
Analysis of Transaction Price.  Using the closing price of Global Med Common Stock on January 22, 2010, St. Charles analyzed the $1.22 in cash to be paid for each share of Global Med Common Stock to compute premiums over the closing prices of the Global Med Common Stock as of January 22, 2010, one month prior, two months prior, three months prior, and six months prior.
 
The results of this analysis are set forth below:
 
                 
        Implied Premium Based
        on Transaction
Pricing Period
  Share Price*   Price of $1.22
 
January 22, 2010
  $ 0.75       62.7 %
One Month Prior
  $ 0.79       54.6 %
Two Months Prior
  $ 0.77       57.8 %
Three Months Prior
  $ 0.79       53.7 %
Six Months Prior
  $ 0.81       49.9 %
 
 
* The Share prices are rounded to the nearest hundredth.
 
St. Charles compared the above premiums to the average one-week control premium of all U.S.-based control transactions occurring over the prior year, which was 26.1%. St. Charles noted that the implied offer price premium, relative to the market share price on January 22, 2010, one month prior, two months prior, three months prior, and six months prior, is substantially above the average control premium.
 
Comparable Public Companies Analysis.  In addition, St. Charles reviewed certain financial multiples based on the consideration to be paid in the Offer and the Merger of $1.22 in cash per share of Global Med Common Stock. The multiples reviewed included the implied enterprise value of the Company as a multiple of the Company’s latest twelve months revenue, and the implied enterprise value of the Company as a multiple of the Company’s latest twelve months EBITDA, as of September 30, 2009 and as of December 31, 2009. St. Charles determined that the multiples implied by the Offer Price were as follows:
 
                         
Implied Enterprise
  Implied Enterprise
  Implied Enterprise
  Implied Enterprise
Value as a Multiple
  Value as a Multiple
  Value as a Multiple
  Value as a Multiple
of Latest Twelve
  of Estimated 2009
  of Latest Twelve
  of Estimated 2009
Months Revenue(1)
 
Revenue(2)
 
Months EBITDA(1)
 
EBITDA(2)
 
2.0x
    1.9 x     24.5 x     16.0x  
 
 
(1) Latest twelve months as of September 30, 2009.
(2) Estimated financial performance for Global Med for the twelve-month period ended December 31, 2009.
 
St. Charles reviewed and analyzed the same multiples for the two publicly traded, most directly comparable companies of Global Med. The multiples were based on the closing stock prices for each comparable company on January 22, 2010, and were adjusted to give effect to an assumed 26.1% control premium and a range of size discounts from 18.6% to 33.4%. The assumed control premium was based on a review of all U.S.-based control transactions occurring over the prior year. The assumed size discount, which was applied to only one of these two publicly traded comparable companies, is based on the size of the publicly traded comparable company and the three-year median discount for companies in a similar size range.


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The resulting range of implied multiples for this group of publicly traded comparable companies is set forth below:
 
                                 
    Enterprise Value as
  Enterprise Value as
  Enterprise Value as
  Enterprise Value as
    a Multiple of Latest
  a Multiple of
  a Multiple of Latest
  a Multiple of
    Twelve Months
  Estimated 2009
  Twelve Months
  Estimated 2009
   
Revenue(1)
 
Revenue(2)
 
EBITDA(1)
 
EBITDA(2)
 
High
    1.9 x     1.8 x     10.0 x     8.2x(3 )
Mean/Median
    1.4 x     1.4 x     9.1 x     8.2x(3 )
Low
    1.0 x     1.0 x     8.1 x     8.2x(3 )
 
 
(1) Latest twelve months as of September 30, 2009.
(2) Estimated financial performance for Global Med for the twelve-month period ended December 31, 2009.
(3) St. Charles was unable to obtain a consensus estimate for Mediware’s 2009 EBITDA; therefore only Haemonetics’ 2009 estimated EBITDA is represented.
 
St. Charles also reviewed and analyzed the same multiples for the twelve additional public comparable companies named above, which represent a closely-selected group of companies based on a more detailed review of the companies’ business lines, valuation multiples and market trading data. After application of the control premium and size discount described above, the resulting range of implied multiples for this group of comparable companies is set forth below:
 
                                 
    Enterprise Value as a
  Enterprise Value as a
  Enterprise Value as a
  Enterprise Value as a
    Multiple of Latest
  Multiple of
  Multiple of Latest
  Multiple of
    Twelve Months
  Estimated 2009
  Twelve Months
  Estimated 2009
   
Revenue(1)
  Revenue(2)   EBITDA(1)   EBITDA(2)
 
High
    3.9 x     4.0 x     19.7 x     18.2 x
Mean
    2.4 x     2.8 x     12.6 x     12.0 x
Median
    2.9 x     3.3 x     12.9 x     11.5 x
Low
    0.1 x     0.1 x     5.8 x     5.7 x
 
 
(1) Latest twelve months as of September 30, 2009.
(2) Estimated financial performance for Global Med for the twelve-month period ended December 31, 2009.
 
St. Charles noted that the implied multiples for Global Med based on the Offer Price are substantially above the median multiples derived for the implied enterprise value as a multiple of both revenue and EBITDA for the two publicly traded, most directly comparable companies. In addition, the implied revenue multiple for Global Med based on the Offer Price was below the median multiple derived for the implied enterprise value as a multiple of revenue, but the implied EBITDA multiple for Global Med based on the Offer Price is substantially above the median multiple derived for the implied enterprise value as a multiple of EBITDA for the twelve additional public comparable companies.
 
Comparable Transaction Analysis.  St. Charles also reviewed 21 acquisition transactions occurring since January 1, 2007 involving companies and transactions deemed to be comparable to the Company. The target companies in the selected transactions had enterprise values between $2.0 million and $1,414 million, and were primarily engaged in the healthcare information management software industry. St. Charles then compared the revenue and EBITDA multiples discussed above to the same multiples implied by the transactions deemed comparable to the Merger. A size discount, as described above, was utilized on larger transactions. The comparable transactions were as follows (listed by acquirer followed by the acquired company):
 
 
  1.   OmniComm Systems Inc./eResearchTechnology, Inc., Electronic Data Capture Business
  2.   Merge Healthcare Incorporated./etrials Worldwide, Inc. (nka: Merge eClinical Inc.)
  3.   Phase Forward Inc./Waban Software, Inc.
  4.   AMICAS Inc./Emageon Inc.
  5.   PRO Medicus Ltd./Visage Imaging, Inc.


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  6.   Alliance Imaging Inc. (nka: Alliance Healthcare Services, Inc.)/Shared PET Imaging, LLC
  7.   Tripos International/Pharsight Corporation
  8.   General Dynamics Information Technology, Inc./ViPS, Inc.
  9.   CBay, Inc./MedQuist Inc.
  10.  MedAssets, Inc./Accuro Healthcare Solutions, Inc.
  11.  Affiliated Computer Services, Inc./CompIQ Corporation
  12.  Apax Partners Worldwide/TriZetto Group Inc.
  13.  Nuance Communications, Inc./eScription, Inc.
  14.  Bio-Imaging Technologies, Inc. (nka: BioClinica, Inc.) / Phoenix Data Systems, Inc.
  15.  Medidata Solutions, Inc./Fast Track Systems, Inc.
  16.  Elekta AB/CMS, Inc.
  17.  Allscripts Healthcare Solutions Inc./Extended Care Information Network, Inc.
  18.  Quadramed Corp./QuadraMed CPR
  19.  Battery Ventures/Quovadx Inc. (nka: Healthvision Inc.)
  20.  Cegedim SA/Dendrite International Inc. (nka: Cegedim Dendrite)
  21.  Nightingale Informatix Corporation/Vantagemed Corporation
 
The range of multiples implied in these transactions is set forth below:
 
                 
    Enterprise Value as a
  Enterprise Value as a
    Multiple of Latest
  Multiple of Latest
    Twelve Months
  Twelve Months
    Revenue(1)   EBITDA(1)
 
High
    6.5 x     18.4 x
Mean
    1.9 x     14.5 x
Median
    1.4 x     14.0 x
Low
    0.3 x     11.7 x
 
 
(1) Latest twelve months as of September 30, 2009.
 
St. Charles noted that the enterprise value as a multiple of revenue for the Company based on the Offer Price was above the median multiple in the comparable transactions group for enterprise value as a multiple of revenue, and that the enterprise value of the Company as a multiple of EBITDA based on the Offer Price was substantially above the median multiples in the comparable transactions group for enterprise value as a multiple of EBITDA.
 
Discounted Cash Flow Analysis.  St. Charles also performed a discounted cash flow analysis to determine a range of implied present values per share of Global Med Common Stock. All cash flows projected to the end of 2014 were discounted and terminal values were based upon estimated last twelve months EBITDA multiples for the 21 comparable transactions described above. In performing this analysis, St. Charles used projections supplied by the Company’s management. Using discount rates ranging from 10.0% to 18.0%, and terminal EBITDA multiples ranging from approximately 12.5x to 16.5x, this analysis resulted in a range of implied present values of $0.95 to $1.66 per share of Global Med Common Stock, with a midpoint of $1.25 per share. St. Charles noted that the merger consideration of $1.22 per share of Global Med Common Stock was near the midpoint of the range of estimated discounted cash flows.
 
Engagement.  The Company paid St. Charles a fee of $150,000 for the rendering of the opinion to the Special Committee. Subsequent to the rendering of the opinion, the Special Committee paid St. Charles an additional $75,000 in fees to provide additional financial analysis regarding an inquiry from Interested Third Party 1 to consider a potential acquisition of Global Med. In addition, the Company paid St. Charles $75,000 to evaluate the April 2009 Model and indicate whether and, if so, how the April 2009 Model affected the Fairness Opinion delivered to the Special Committee on January 24, 2010. Pursuant to the engagement letter, the Company also agreed to reimburse St. Charles for the expenses reasonably incurred by it in connection with its engagement, including reasonable fees of counsel to St. Charles, and to indemnify St. Charles and its officers, directors, employees and affiliates against certain expenses, losses, claims, damages or liabilities in connection with its services, including those arising under federal securities laws.


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The full text of the written Fairness Opinion of St. Charles dated January 24, 2010, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the Fairness Opinion, is attached as Annex B1. In addition, St. Charles’ written confirmation of its Fairness Opinion, dated February 22, 2010, is attached as Annex B2 hereto. St. Charles provided its Fairness Opinion for the information and assistance of the Special Committee of the Board in connection with its consideration of the Offer and the Merger. Neither the St. Charles Fairness Opinion nor its February 22, 2010 confirmation thereof is a recommendation as to whether or not any holder of Shares should tender such holder’s Shares in connection with the Offer or how any holder of Shares should vote with respect to the Merger or any other matter.
 
As described above, the Fairness Opinion to the Special Committee was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement and recommend the Offer to the Shareholders. The foregoing summary does not purport to be a complete description of the analyses performed by St. Charles in connection with the Fairness Opinion and is qualified in its entirety by reference to the written Fairness Opinion of St. Charles attached as Annex B1 hereto and to St. Charles’ written confirmation, dated as of February 22, 2010, attached as Annex B2 hereto.
 
ITEM 5.   PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
 
St. Charles Capital, LLC
 
Pursuant to the St. Charles engagement letter dated December 23, 2009, as amended by the letter agreement between the Company and St. Charles dated January 29, 2010, and as further amended by the letter agreement between the Company and St. Charles dated February 22, 2010 (collectively, the “St. Charles Engagement Letter”), the Company has agreed to pay St. Charles fees of $300,000 in the aggregate in connection with the Transaction. In addition, the Company also agreed to reimburse St. Charles for all reasonable and documented out-of-pocket expenses reasonably incurred by St. Charles under the St. Charles Engagement Letter, including the fees and disbursements of its legal counsel. The Company also agreed to indemnify St. Charles and related parties against certain liabilities relating to or arising out of its engagement.
 
Additional information pertaining to the retention of St. Charles by the Company is set forth in Item 4(e) under the heading “Opinion of St. Charles Capital” and is incorporated herein by reference.
 
Except as described above, neither the Company nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to Shareholders of the Company concerning the Offer or the Merger, provided that such solicitations or recommendations may be made by directors, officers or employees of the Company, for which services no additional compensation will be paid.
 
ITEM 6.   INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
 
Other than the transactions listed below, and those described above in Item 3 — “Agreements with Haemonetics and Purchaser — Tender and Support Agreements,” no transactions in Global Med Common Stock have been effected during the last 60 days by the Company or any of its subsidiaries or, to the knowledge of the Company, by any executive officer, director or affiliate of the Company.
 
On December 22, 2009, Miklos Csore, the Company’s Senior Vice President of Research & Development, acquired 4,166 shares of Global Med Common Stock upon the cashless net exercise of 50,000 Company Stock Options with an exercise price of $0.66 per share. Following this transaction, Mr. Csore owns 33,723 shares of Global Med Common Stock.
 
On December 21, 2009, Timothy J. Pellegrini, the Senior Vice President and Chief Operating Officer of Wyndgate, paid cash for 150,000 shares of Global Med Common Stock upon the exercise of Company Stock Options with an exercise price of $0.66 per share. Following this transaction, Mr. Pellegrini owns 539,280 shares of Global Med Common Stock.


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On February 3, 2010, Crestview Capital Master, LLC converted 1,100 shares of Global Med Preferred Stock into 1,527,778 shares of Global Med Common Stock.
 
ITEM 7.   PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
 
Except as set forth in this Schedule 14D-9, the Company is not undertaking or engaged in any negotiations in response to the Offer which relate to or would result in (a) a tender offer for or other acquisition of the Company’s securities by the Company, any subsidiary of the Company or any other person, (b) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary of the Company, (c) any purchase, sale or transfer of a material amount of assets of the Company or any subsidiary of the Company or (d) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company.
 
Except as set forth in this Schedule 14D-9, there are no transactions, resolutions of the Board, agreements in principle or signed contracts in response to the Offer that relate to one or more of the matters referred to in the preceding paragraph.
 
ITEM 8.   ADDITIONAL INFORMATION TO BE FURNISHED.
 
(a)   Section 14(f) Information Statement.
 
The Information Statement attached as Annex A to this Schedule 14D-9 is being furnished pursuant to Section 14(f) under the Exchange Act in connection with the possible designation by Haemonetics, pursuant to the Merger Agreement, of certain persons to be appointed to the Board other than at a meeting of the Company’s Shareholders as described in the Information Statement, and is incorporated herein by reference.
 
(b)   Dissenters’ Rights.
 
Any shares (the “Dissenting Shares”) of Global Med Common Stock or Global Med Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by Shareholders who, in accordance with Article 113 of the CBCA (the “Dissenters’ Rights Provisions”), (i) have not tendered their Shares in the Offer, voted in favor of adopting, or executed a writing consenting to the adoption of, as applicable, the Merger Agreement, (ii) shall have demanded properly in writing appraisal for such Shares, (iii) have otherwise complied in all respects with the Dissenters’ Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shareholders”), will not be converted into the right to receive the Merger Consideration, but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Dissenters’ Rights Provisions. However, all shares of Global Med Common Stock or Global Med Preferred Stock held by Shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Global Med Common Stock or Global Med Preferred Stock under the Dissenters’ Rights Provisions will then be deemed to have been cancelled and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration relating thereto, without interest, in the manner provided in the Merger Agreement. Persons who have perfected statutory rights with respect to Dissenting Shares as described above will not be paid as provided in the Merger Agreement and will only have such rights as are provided by the Dissenters’ Rights Provisions with respect to such Dissenting Shares.
 
The Company shall promptly notify Haemonetics and Purchaser in writing of any written demands received by the Company for appraisal of any Shares, and Haemonetics shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Haemonetics, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.
 
For further information regarding Shareholders’ dissenters’ rights under Colorado law, please see the Colorado Dissenters’ Rights statute, which is filed as Exhibit (e)(16) hereto.


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(c)   Regulatory Approvals.
 
United States Antitrust Compliance.  The Company believes that the Offer is not subject to the reporting and waiting requirements contained in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). If the Offer is successful, the Company likewise believes that the Merger is not subject to the reporting and waiting requirements contained in the HSR Act. However, if Haemonetics and Global Med are required to make filings under the HSR Act, the acquisition of Shares pursuant to the Offer may only be consummated after the expiration or early termination of a 15-day waiting period commenced by the filing of a Notification and Report Form by Haemonetics with respect to the Offer. The waiting period may be extended if the parties receive a request for additional information or documentary material from the Antitrust Division of the Department of Justice (the “Antitrust Division”) or the Federal Trade Commission Bureau of Competition (the “FTC”). If, within the initial 15-day waiting period, either the Antitrust Division or the FTC requests additional information from Haemonetics and Global Med concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., Boston, Massachusetts time, on the tenth calendar day after the date of substantial compliance by the parties with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of Haemonetics. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the Antitrust Division or the FTC raises substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay consummation of the transaction while such negotiations continue. Expiration or termination of the applicable waiting period under the HSR Act, if a filing is required by the HSR Act, is a condition to Haemonetics’ obligation to accept for payment and pay for Shares tendered pursuant to the Offer.
 
The Merger will not require an additional filing under the HSR Act if Haemonetics owns 50% or more of the outstanding Global Med Common Stock at the time of the Merger or, if a filing under the HSR Act is required in connection with the Offer, the Merger occurs within one year after the HSR Act waiting period applicable to the Offer expires or is terminated.
 
The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as Haemonetics’ proposed acquisition of Global Med. At any time before or after Haemonetics’ acquisition of Shares pursuant to the Offer, and whether or not a filing under the HSR Act is required to acquire the shares or consummate the Merger, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the Merger or seeking the divestiture of Shares acquired by us or the divestiture of substantial assets of Global Med or its subsidiaries or Haemonetics or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, of the result of such challenge.
 
Other Foreign Jurisdictions.  It may be necessary to make additional filings relating to the acquisition of the Shares pursuant to the Offer or the Merger with governmental entities in foreign jurisdictions, although Global Med does not anticipate any such requirements. There can be no assurance that such governmental entities will not challenge the acquisition of the Shares on competition or other grounds or, if such a challenge is made, of the results thereof.
 
(d)   Top-Up Option.
 
Pursuant to the Merger Agreement and subject to certain exceptions, Global Med has granted to Purchaser an irrevocable option (the “Top-Up Option”) to purchase the number of shares of Global Med Common Stock (the “Top-Up Option Shares”) equal to the lesser of (i) the number of shares of Global Med Common Stock that, when added to the number of shares of Global Med Common Stock owned by Purchaser as of immediately prior to the exercise of the Top-Up Option, constitutes one share more than 90% of the number of shares of Global Med Common Stock then outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares) or (ii) the number of shares of Global Med Common Stock that Global Med is authorized to issue under its articles of incorporation but that are not outstanding or reserved for issuance. The Top-Up Option


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may not be exercised unless, following the time of the acceptance by the Purchaser of the shares of Global Med Common Stock tendered in the Offer or after a subsequent offering period, 80% or more of the then outstanding shares of Global Med Common Stock shall be directly or indirectly owned by Haemonetics or Purchaser.
 
(e)   Vote Required to Approve the Merger.
 
The closing of the Merger is subject to approval by holders of a majority of each of the then outstanding shares of Global Med Common Stock and Global Med Preferred Stock. The parties, however, have agreed that in the event that Purchaser acquires at least 90% of each of the shares of Global Med Common Stock and Global Med Preferred Stock then outstanding on a fully diluted basis, pursuant to the Offer or otherwise, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable without a meeting of Shareholders or the solicitation of written consents of Shareholders, in accordance with applicable laws.
 
(f)   Effect of the Offer and the Merger Agreement on the Company’s Restricted Stock.
 
The Merger Agreement provides that at the Effective Time, each then unvested restricted share of Global Med Common Stock (after giving effect to any acceleration of vesting contemplated under any agreement between Global Med and the holder of such restricted share of Global Med Common Stock) will be converted into the right to receive the Common Stock Offer Price in respect thereof subject to the same restrictions and vesting arrangements that were applicable to such unvested restricted share of Global Med Common Stock. Accordingly, if and when the former holder of any such unvested restricted share of Global Med Common Stock satisfies the criteria so that such unvested restricted share of Global Med Common Stock would have become vested under the vesting schedule in place for such share, Haemonetics will make cash payment of the Common Stock Offer Price, subject to any required tax withholding. Haemonetics shall make all such required payments as soon as administratively practicable after the day on which such share of Global Med Common Stock would have become vested under the original vesting schedule and in any event no later than 15 days after such date.
 
(g)   Effect of the Offer and the Merger Agreement on the Company’s Warrants.
 
The Merger Agreement provides that Global Med will use its reasonable commercial efforts to cause each warrant to purchase shares of Global Med Common Stock (“Warrant Shares”) that is outstanding immediately prior to the Acceptance Date to be canceled in exchange for the right to receive from Haemonetics immediately after the Acceptance Date, a lump sum cash payment (without interest), less any applicable withholding taxes, equal to the product of (1) the excess, if any, of the Common Stock Offer Price over (B) the per share exercise price for such warrant and (2) the total number of Warrant Shares underlying such warrant. After the Effective Time, all Global Med warrants not terminated or exercised on or prior to the Acceptance Date (each, a “Global Med Carryover Warrant”) will become a warrant to acquire the Common Stock Offer Price (without interest) and will otherwise be on the same terms and conditions as were applicable under such Global Med Carryover Warrant immediately prior to the Effective Time, including, without limitation, the same exercise price per share. However, if and to the extent provided in the Global Med Carryover Warrant, the holder of such Global Med Carryover Warrant may elect to receive, in lieu of receiving the Common Stock Offer Price upon payment of the exercise price in connection with the exercise of a Global Med Carryover Warrant from and after the Effective Time, the Black-Scholes value of such Global Med Carryover Warrant pursuant to and in accordance with the terms of such Global Med Carryover Warrant.
 
(h)   Cash Out and Termination of Options.
 
The Merger Agreement provides that all outstanding options that are vested and have not been exercised prior to the date of the consummation of the Merger will be canceled in exchange for the right to receive the “Cashout Amount.” The Cashout Amount, with respect to each Option, refers to a lump sum cash payment, less any applicable withholding tax, equal to (1) $1.22, representing the per-share price of the Global Med Common Stock under the Merger Agreement, minus (2) the exercise price for such Option, multiplied by (3) the number of vested and exercisable shares subject to such Option. Options that are unvested or not


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exercisable on the date of the consummation of the Merger, as well as any Options having a per-share exercise price equal to or greater than $1.22, will be terminated without any payment.
 
(i)   Certain Projected Financial Information.
 
Projections.  From time to time, management of Global Med prepares internal forecasts of its projected financial results as an independent stand-alone company, not intended for public disclosure. In December 2009, Global Med updated its internal forecast of Global Med’s financial results for the balance of 2009 and all of 2010 (the “Projections”). The following table summarizes the Projections:
 
                         
    Projections  
$ in thousands
  Revenue     EBITDA*     Net Income  
 
2009 Estimated**
  $ 32,594     $ 4,216     $ 1,505  
                         
2010
  $ 36,842     $ 5,091     $ 1,816  
                         
 
 
Earnings before interest, taxes, depreciation and amortization.
** First three quarters of 2009 actual unaudited; 4th Quarter 2009 estimated. Excludes (1) the reversal of a legal reserve in connection with the settlement of a lawsuit and (2) 2009 bonus expenses.
 
Management of Global Med included a variety of assumptions and qualifications in its Projections, including (i) a contribution to the projected 2010 revenue increase of $737,000 from Hemo-Net, which was acquired by the Company in November 2009, (ii) a 2010 revenue increase of $130,000 from Inlog, primarily due to exchange rate changes based on a budgeted exchange rate of U.S. Dollars to Euros of $1.40 in 2010 and (iii) bad debt expense percentages remaining constant.
 
The Projections were posted to the Data Room at Haemonetics’ request, and reviewed by Haemonetics accordingly. The Projections assumed that Global Med would continue as an independent business, as if the Offer was not announced and the Merger did not occur. The Projections were delivered to and relied upon by St. Charles in delivering its Fairness Opinion with respect to the Merger. Haemonetics stated in its Schedule TO that it did not rely upon the Projections in deciding whether to enter into the Merger Agreement.
 
April 2009 Model.  On April 8, 2009, at the request of, and in coordination with, Haemonetics, management of Global Med prepared and delivered only to Haemonetics a projection labeled “5 Year Forecast” of the financial results of Global Med assuming that the Merger occurred (the “April 2009 Model”). The April 2009 Model was prepared by Company management specifically for delivery to Haemonetics, not for internal use or public disclosure. The April 2009 Model was based upon the assumption that Haemonetics would acquire Global Med, and hence were not projections as to the financial performance of Global Med as a stand-alone business. The April 2009 Model included various assumptions, the most significant of which were that: (1) a combination with Haemonetics would generate eight major new clients for the Company, (2) the Merger would eliminate the Company’s costs of being a public company and (3) an organic growth rate for the Company less than historical growth rate of the Wyndgate division of the Company. The April 2009 Model estimated total revenue, EBITDA and net income in each of 2010, 2011, 2012 and 2013 as follows: total revenue of $39.4 million, $49.8 million, $54.6 million and $57.5 million, respectively; EBITDA of $8.2 million, $15.0 million, $18.1 million and $19.8 million, respectively; and net income of $3.0 million, $7.8 million, $9.7 million and $10.7 million, respectively.
 
Haemonetics stated in its Schedule TO that it did not rely upon the April 2009 Model in deciding whether to enter into the Merger Agreement.
 
Factors Common to Both the Projections and the April 2009 Model.  Neither the Projections nor the April 2009 Model was prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles. Neither Global Med’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections or the April 2009 Model, nor have they expressed any opinion or any other form of assurance on


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such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Projections or the April 2009 Model.
 
The Projections and the April 2009 Model reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Global Med’s business, all of which are difficult to predict and many of which are beyond Global Med’s control. The Projections and the April 2009 Model are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Projections and the April 2009 Model constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results estimated therein, including, but not limited to, Global Med’s performance, industry performance, general business and economic conditions, adverse changes in applicable laws, regulations or rules, and the various risks set forth in Global Med’s reports filed with the SEC. There can be no assurance that the budgeted or combined results will be realized or that actual results will not be significantly higher or lower than projected. In addition, the Projections and the April 2009 Model will be affected by Global Med’s ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which the Projections and the April 2009 Model were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond Global Med’s control. The Projections and the April 2009 Model also reflect assumptions as to certain business decisions that are subject to change. The Projections and the April 2009 Model cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such. The inclusion of this information should not be regarded as an indication that Global Med, Haemonetics, any of their respective financial advisors or anyone who received this information then considered, or now considers, it a reliable prediction of future events, and this information should not be relied upon as such. None of Global Med, Haemonetics, any of their respective affiliates or any other person assumes any responsibility for the validity, reasonableness, accuracy or completeness of the Projections or the April 2009 Model.
 
The Projections and the April 2009 Model speak as of the time they were created. None of Global Med, Haemonetics, Purchaser, any of their respective financial advisors or any of their respective affiliates intends to, and each of them disclaims any obligation to, update, revise or correct the Projections or the April 2009 Model if they were, are, or become inaccurate (even in the short term). Each of the Projections and the April 2009 Model covers multiple years, and such information by its nature becomes less reliable with each successive year. Neither the Projections nor the April 2009 Model takes into account any circumstances or events occurring after the date they were prepared (except that the April 2009 Model assumed the acquisition of Global Med by Haemonetics). The Merger could cause customers of Global Med to increase, decrease or cancel purchases of Global Med’s products and services. The announcement of the Offer and the Merger could also cause customers of Global Med to accelerate or delay purchases of Global Med’s products and services pending the consummation of the Offer and the Merger or the clarification of Haemonetics’ intentions with respect to the conduct of Global Med’s business thereafter. Further, the Projections do not take into account the effect of any failure to complete the Merger, and should not be viewed as accurate or continuing in that context.
 
Shareholders are cautioned not to place undue reliance on either the Projections or the April 2009 Model.
 
(j)   Shareholder Litigation.
 
On February 9, 2010, a shareholder of Global Med, Carmelo J. Corica (the “Plaintiff Corica”) filed a purported class action lawsuit (the “CJC Action”) against the Company, Purchaser, Haemonetics, Michael I. Ruxin, M.D., Thomas F. Marcinek, Sarah L. Eames, T. Kendall Hunt and Robert R. Gilmore (Dr. Ruxin, Mr. Marcinek, Ms. Eames, Mr. Hunt and Mr. Gilmore, collectively, the “Individuals” and together with the Company, Purchaser, and Haemonetics, the “Defendants”). The CJC Action alleges that the Individuals breached their fiduciary duties to Global Med’s shareholders and alleges that the sales process was neither honest nor fair, that the price offered is inadequate, and that the Merger Agreement contains terms that


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discourage other bidders and constrained Global Med’s ability to solicit any other offers. The CJC Action also alleges that Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the CJC Action seeks judgment that, among other relief: (1) provides injunctive relief that preliminarily and permanently enjoins the Offer; (2) rescinds the Offer if it is consummated; (3) directs the Defendants to account to Plaintiff Corica and other members of the class for all damages and any profits and other special benefits obtained by the Defendants as a result of director defendants’ breaches of their fiduciary duties; and (4) awards Plaintiff Corica the costs of the CJC Action, including the fees and expenses of Plaintiff Corica’s attorneys and experts. Global Med believes the CJC Action is without merit and plans to vigorously defend against it.
 
On February 17, 2010, a shareholder of Global Med, Joseph F. Sham (“Plaintiff Sham”), filed a purported class action lawsuit in the District Court Jefferson County in Golden, Colorado (the “Sham Action”), against the Defendants. The Sham Action purports to be brought individually and on behalf of all holders of Shares (other than the Defendants). The Sham Action alleges, among other things, that the Individuals breached their fiduciary duties to Global Med’s shareholders, that the bidding mechanism was inadequate, that the Individuals failed to take reasonable steps to maximize the value realizable for the Shares, and that the price offered is unconscionable, unfair, and inadequate and constitutes unfair dealing. The Sham Action also alleges that Purchaser, Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the Sham Action seeks judgment that, among other relief: (1) provides injunctive relief against consummation of the Merger Agreement; (2) awards monetary and/or rescissory damages; and (3) awards Plaintiff Sham the costs of the Sham Action, including the fees and expenses of Plaintiff Sham’s attorneys and experts. Global Med believes the Sham Action is without merit and plans to vigorously defend against it.
 
Also on February 17, 2010, a purported shareholder of Global Med, Robert O’Brien (“Plaintiff O’Brien”), filed a purported class action lawsuit in the District Court Jefferson County in Golden, Colorado (the “O’Brien Action”), against the Defendants and Gerald F. Willman, Jr. (an officer of the Company). The O’Brien Action purports to be brought individually and on behalf of all holders of Shares (other than the Defendants and Mr. Willman). The O’Brien Action alleges, among other things, that the sale of Global Med at the specified price is unfair and inadequate to Global Med shareholders, that the Merger Agreement contains terms that discourage other bidders from making successful competing offers, that certain of the Individuals were motivated to secure personal benefits, including employment agreements and change in control benefits, and that the Individuals breached their fiduciary duties in approving the Merger. The O’Brien Action also alleges that Purchaser, Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the O’Brien Action seeks judgment that, among other relief: (1) provides injunctive relief against consummating the Merger; (2) directs the Individuals to exercise their fiduciary duties to obtain a transaction providing the best possible terms and consideration for Global Med’s shareholders; and (3) awards Plaintiff O’Brien the costs of the O’Brien Action, including the fees of Plaintiff O’Brien’s attorneys and experts. Global Med believes the O’Brien Action is without merit and plans to vigorously defend against it.
 
(k)   Forward-Looking Statements.
 
Information both included and incorporated by reference in this Schedule 14D-9 may contain “forward-looking statements” about the proposed Transaction between the Company and Haemonetics, the expected timetable for completing the Transaction, future financial and operating results, benefits and synergies of the Transaction, future opportunities for the combined company, new product development, including obtaining regulatory approvals, and any other statements about Company’s managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward looking statements. These forward looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include uncertainties as to the timing of the Offer and the Merger; uncertainties as to how many of the Shareholders will tender their Shares in the Offer; the risk that competing offers will be made; the


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possibility that various closing conditions for the Transaction may not be satisfied or waived; the effects of disruption from the Transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; Transaction costs; whether the Company will be able to obtain regulatory approvals and such other factors as are set forth in the risk factors detailed from time to time in the Company’s periodic reports and registration statements filed with the SEC including, without limitation, the risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which are incorporated herein by reference. The forward-looking statements are made only as of the date of publication. Except as otherwise required by law, the Company specifically disclaims any obligation to update any of these forward-looking statements.
 
ITEM 9.   EXHIBITS.
 
INDEX TO EXHIBITS
 
     
Exhibit
   
  No.
   
 
(a)(1)(A)
  Offer to Purchase, dated February 19, 2010 (incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, filed by Haemonetics and the Purchaser with respect to the Company on February 19, 2010 (the “Schedule TO”)).
(a)(2)(A)
  Form of Letter of Transmittal for Global Med Common Stock (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).
(a)(2)(B)
  Form of Letter of Transmittal for Global Med Preferred Stock (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).
(a)(3)
  Summary Advertisement published in The Wall Street Journal on February 19, 2010 (incorporated by reference to Exhibit (a)(1)(H) to the Schedule TO).
(a)(4)
  Letter to Shareholders of the Company dated March 3, 2010.
(a)(5)
  Joint Press Release issued by the Company and Haemonetics, dated February 1, 2009 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 2, 2010).
(a)(6)
  The Information Statement of the Company, dated as of March 3, 2010 (included as Annex A to this Schedule 14D-9).
(a)(7)
  Notice to Option Holders (incorporated by reference to the Company’s pre-commencement filing on Schedule 14D-9, filed with the SEC on February 9, 2010).
(a)(8)
  Fairness Opinion of St. Charles Capital, LLC, dated January 24, 2010 (included as Annex B1 to this Schedule 14D-9).
(a)(9)
  Confirmation of Fairness Opinion of St. Charles Capital, LLC, dated February 22, 2010 (included as Annex B2 to this Schedule 14D-9).
(e)(1)
  Agreement and Plan of Merger, dated as of January 31, 2010, by and among Haemonetics, the Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2010).
(e)(2)(A)
  Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics, Purchaser and each of Michael I. Ruxin and Thomas F. Marcinek (incorporated by reference to Exhibit (d)(2)(A) to the Schedule TO).
(e)(2)(B)
  Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics, Purchaser and Victory Park Special Situations Master Fund Ltd. (incorporated by reference to Exhibit (d)(2)(B) to the Schedule TO).
(e)(3)(A)
  Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and Michael I. Ruxin, M.D. (incorporated by reference to Exhibit (d)(3)(A) to the Schedule TO).
(e)(3)(B)
  Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and Thomas F. Marcinek (incorporated by reference to Exhibit (d)(3)(B) to the Schedule TO).
(e)(4)
  Confidentiality Agreement, dated as of March 30, 2009, by and between Haemonetics and the Company (incorporated by reference to Exhibit (d)(4) to the Schedule TO).


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Exhibit
   
  No.
   
 
(e)(5)
  Exclusivity Agreement between Haemonetics and the Company, dated as of December 2, 2009 (incorporated by reference to Exhibit (d)(5) to the Schedule TO).
(e)(6)
  Extension of Exclusivity Agreement between Haemonetics and the Company, dated as of January 25, 2010 (incorporated by reference to Exhibit (d)(6) to the Schedule TO).
(e)(7)
  Employment Agreement between the Company and Michael I. Ruxin, M.D., dated July 30, 2008 (incorporated by reference to Exhibit 10.96 to the Company’s Form 10-Q for the quarterly period ended June 30, 2008).
(e)(8)
  Employment Agreement between the Company and Thomas F. Marcinek, dated November 1, 2008, as amended.
(e)(9)
  Employment Agreement between the Company and Darren P. Craig, dated November 1, 2008, as amended.
(e)(10)
  Employment Agreement between the Company and William Scott Dustin, dated November 1, 2008 (incorporated by reference to Exhibit 10.106 to the Company’s Form 10-Q for the quarterly period ended June 30, 2009).
(e)(11)
  Amendment 1 to Employment Agreement between the Company and William Scott Dustin, dated November 1, 2008.
(e)(12)
  Complaint of Carmelo J. Corica against Global Med, et. al. filed in the District Court of Jefferson County, Colorado on February 9, 2010.
(e)(13)
  Form of Indemnification Agreement between the Company and certain of its officers and directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2010).
(e)(14)
  Complaint of Robert O’Brien against Global Med, et. al. filed in the District Court of Jefferson County, Colorado on February 17, 2010.
(e)(15)
  Complaint of Joseph F. Sham against Global Med, et. al. filed in the District Court of Jefferson County, Colorado on February 17, 2010.
(e)(16)
  Colorado Dissenters’ Rights Statute.
(g)  
  None.
Annex A
  The Information Statement of the Company, dated as of March 3, 2010.
Annex B1
  Fairness Opinion of St. Charles Capital, LLC, dated January 24, 2010.
Annex B2
  Confirmation of Fairness Opinion of St. Charles Capital, LLC, dated February 22, 2010.

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SIGNATURE
 
After due 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.
 
GLOBAL MED TECHNOLOGIES, INC.
 
  By: 
/s/  MICHAEL I. RUXIN, M.D.
Name:     Michael I. Ruxin, M.D.
  Title:  Chief Executive Officer
 
Dated: March 3, 2010


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ANNEX A
 
GLOBAL MED TECHNOLOGIES, INC.
12600 WEST COLFAX, SUITE C-420
LAKEWOOD, COLORADO 80215

INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
 
This Information Statement is being mailed on or about March 3, 2010 as a part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) of Global Med Technologies, Inc. (the “Company” or “Global Med”) with respect to the cash tender offer by Atlas Acquisition Corp. (“Offeror”), a Colorado corporation and a wholly-owned subsidiary of Haemonetics Corporation (“Haemonetics”), a Massachusetts corporation, to the holders of record of shares of outstanding common stock, par value $0.01 per share, of the Company (the “Common Stock”), and holders of record of shares of outstanding Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock” and together with the Common Stock, the “Shares”). Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Schedule 14D-9. Unless the context indicates otherwise, in this Information Statement, we use the terms “us,” “we” and “our” to refer to Global Med. You are receiving this Information Statement in connection with the possible election of persons designated by Offeror to a majority of the seats on the board of directors of the Company (the “Board”). Such designation is to be made pursuant to an Agreement and Plan of Merger, dated as of January 31, 2010 (the “Merger Agreement”), by and among Haemonetics, Offeror and the Company.
 
Pursuant to the Merger Agreement, Offeror commenced a cash tender offer (the “Offer”) on February 19, 2010 to purchase all outstanding shares of Common Stock at a price of $1.22 per share, net to the seller in cash, without interest thereon, and all outstanding shares of Preferred Stock at a price of $1,694.44 per share, net to the seller in cash, without interest thereon, and, in each case, less any required withholding taxes, upon the terms and conditions set forth in the Offer to Purchase, dated February 19, 2010 (the “Offer to Purchase”). Unless extended in accordance with the terms and conditions of the Merger Agreement and applicable law, the Offer is scheduled to expire at 12:00 midnight, Boston, Massachusetts time, on March 18, 2010. Copies of the Offer to Purchase and the accompanying Letters of Transmittal have been mailed to the Shareholders and are filed as exhibits to the Tender Offer Statement on Schedule TO filed by Offeror and Haemonetics with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2010.
 
The foregoing summary is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) to the Schedule 14D-9 and is incorporated herein by reference.
 
This Information Statement is being mailed to you in accordance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder in connection with the possible appointment of Haemonetics’ designees to the Board. The information set forth herein supplements certain information set forth in the Schedule 14D-9. The information contained in this Information Statement (including information incorporated herein by reference) concerning Haemonetics, Offeror and Offeror’s designees has been furnished to the Company by Haemonetics, and the Company assumes no responsibility for the accuracy or completeness of such information.
 
Please read this Information Statement carefully. You are not, however, required to take any action with respect to the subject matter of this Information Statement.
 
CERTAIN INFORMATION CONCERNING THE COMPANY
 
The authorized capital stock of the Company consists of 90,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of the close of business on February 26, 2010, there were 38,445,725 shares of Common Stock and 3,960 shares of Preferred Stock outstanding.


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The Common Stock and the Preferred Stock are the Company’s only outstanding classes of voting securities that are entitled to vote at a meeting of the Shareholders. Each share of Common Stock entitles the record holder to one vote on all matters submitted to a vote of the Shareholders. Each holder of Preferred Stock has voting rights on an as-converted to Common Stock basis, subject to certain voting restrictions providing that no holder shall have aggregate voting rights through its holdings of Preferred Stock, on an as-converted to Common Stock basis, in excess of 9.99% of the issued and outstanding Common Stock.
 
RIGHT TO DESIGNATE DIRECTORS; HAEMONETICS DESIGNEES
 
Right to Designate Directors
 
The Merger Agreement provides that promptly upon the purchase by Offeror of the Shares pursuant to the Offer, and subject to applicable law, Offeror shall be entitled to designate such number of directors, as rounded up to the next whole number, equal to the product of (i) the total number of directors on the Board (giving effect to the directors designated by Offeror and elected or appointed to the Board pursuant to this sentence and including directors continuing to serve as directors of Global Med) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Haemonetics, Offeror or any of their affiliates (including Shares accepted for payment pursuant to the Offer) bears to the aggregate number of Shares outstanding. Global Med shall, upon request by Offeror, secure the resignations of such number of directors as necessary to enable Offeror’s designees to be elected or appointed to the Board in accordance with the terms of the Merger Agreement and shall cause Offeror’s designees to be so elected or appointed. Global Med will also, subject to applicable law, cause the individuals designated by Offeror to constitute the same percentage of each committee of the Board and, upon Offeror’s request, of each board of directors and each board committee of Global Med’s majority-owned subsidiaries.
 
However, in the event that Offeror’s designees are elected or appointed to the Board, then until the Effective Time, Global Med shall cause the Board to have at least two directors who were directors of Global Med on the date of the Merger Agreement and who are neither executive officers of Global Med nor designees or affiliates of Haemonetics or Offeror.
 
Offeror has informed Global Med that it will choose its designees to Global Med’s Board from the executive officers of Haemonetics and/or Offeror listed in Annex I to the Offer to Purchase, a copy of which has been mailed to Shareholders. Offeror has also informed Global Med that it deems its designees to be qualified to serve on Global Med’s Board by virtue of the fact that the designees are executive officers of Haemonetics. The information with respect to such individuals in Annex I to the Offer to Purchase is incorporated herein by reference. Offeror has informed Global Med that each of such executive officers of Haemonetics and/or Offeror listed in Annex I to the Offer to Purchase has consented to act as a director of Global Med, if so designated.
 
Haemonetics has advised Global Med that, to the best knowledge of Haemonetics and Offeror, none of the executive officers of Haemonetics and/or Offeror listed in Annex I to the Offer to Purchase (1) is currently a director of, or holds any position with, Global Med, or (2) has a familial relationship with any directors or executive officers of Global Med. Global Med has been advised that, to the best knowledge of Haemonetics and Offeror, except as disclosed in the Offer to Purchase, none of the executive officers of Haemonetics and/or Offeror listed in Annex I to the Offer to Purchase beneficially owns or has any right to acquire, directly or indirectly, any Shares of Global Med and none have been involved during the past two years in any transactions with Global Med or any of its directors, executive officers or affiliates which are required to be disclosed pursuant to the rules and regulations of the SEC.
 
Haemonetics has advised Global Med that, to the best knowledge of Haemonetics and Offeror, none of the executive officers of Haemonetics and/or Offeror listed in Annex I to the Offer to Purchase has, during the past ten years, (i) been convicted in a criminal proceeding (excluding traffic violations or misdemeanors), (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any


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violation of U.S. federal or state securities laws, (iii) filed a petition under federal bankruptcy laws or any state insolvency laws or has had a receiver appointed for the individual’s property, or (iv) been subject to any judgment, decree or final order enjoining the person from engaging in any type of business practice.
 
It is expected that Offeror’s designees will assume office as promptly as practicable following the purchase by Offeror of Shares pursuant to the Offer, which purchase cannot be earlier than March 18, 2010, and that, upon assuming office, Offeror’s designees will thereafter constitute at least a majority of the Board of Global Med. It is currently not known which of the current directors of Global Med would resign, if any.
 
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
Set forth below are the name and position of each director and executive officer of the Company as of February 26, 2010.
 
             
Name
 
Age
 
Position(s)
 
Executive Officers
           
Michael I. Ruxin, M.D. 
    64     Chief Executive Officer and Chairman
Thomas F. Marcinek
    56     President, Chief Operating Officer and Director
Darren P. Craig
    45     Acting Chief Financial Officer
Timothy J. Pellegrini
    47     Sr. Vice President, Chief Operating Officer, Wyndgate
Gerald F. Willman, Jr. 
    52     Sr. Vice President of Sales and Marketing, Europe, Middle East, Asia
William Scott Dustin
    61     Sr. Vice President of Sales and Marketing, Americas
Miklos Csore
    45     Sr. Vice President, Research and Development
             
           
Directors
           
Robert R. Gilmore
    58     Director
Sarah L. Eames
    51     Director
T. Kendall “Ken” Hunt
    66     Director
 
The following are brief biographies of each current director and executive officer of the Company (including present principal occupation or employment, and material occupations, positions, offices or employment for the past five years). Unless otherwise indicated, to the knowledge of the Company after reasonable inquiry, no current director or executive officer of the Company during the past five years, has (i) been convicted in a criminal proceeding (excluding traffic violations or other minor offenses), (ii) been a party to any judicial or administrative proceeding (except for any matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws, (iii) filed a petition under federal bankruptcy laws or any state insolvency laws or has had a receiver appointed for the person’s property or (iv) been subject to any judgment, decree or final order enjoining the person from engaging in any type of business practice. There are no material pending legal proceedings to which any of the individuals listed below is party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. There are no family relationships between directors and executive officers of the Company.
 
Michael I. Ruxin, M.D., the founder of Global Med, has been an officer and director of Global Med since its incorporation in 1989 and is currently the Chairman and Chief Executive Officer of Global Med. Dr. Ruxin received a B.A. degree from the University of Pittsburgh and a M.D. degree from the University of Southern California. Dr. Ruxin is a licensed physician in California and Colorado.
 
Thomas F. Marcinek became a Director of Global Med on March 31, 2006 and has been the President and Chief Operating Officer since March 1998. Previously, Mr. Marcinek was the President of the Data Technologies Group, a division of Henry Schein, Inc., Melville, New York. Mr. Marcinek was also the president and owner of a practice management software consulting firm prior to joining Global Med.


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Mr. Marcinek received his BA degree in Management with Honors from St. Mary’s College of California and has nearly two decades’ experience as an MIS specialist.
 
Darren P. Craig, CPA, has served as the Company’s Acting Chief Financial Officer since October 14, 2009 and has been with the Company since October 2000. Mr Craig previously served as the Company’s Vice President of Finance, from 2007 to 2009 and the Manager of Finance, from 2000 to 2007. Mr. Craig was formerly with Ernst & Young where he completed management training and was promoted to audit manager. While at Ernst & Young, Mr. Craig managed public as well as non-public clients. One of his accomplishments while at Ernst & Young was to assist Waste Connections with their initial public offering. Additionally, he worked on several mergers and acquisitions during his tenure. Mr. Craig has a Masters in Accounting from the University of Southern California and also received a B.S. in Finance from San Diego State University.
 
Timothy J. Pellegrini has served as the Company’s Senior Vice President and Chief Operating Officer, Wyndgate since August 2009. He is one of the founders of Wyndgate Technologies, Global Med’s predecessor company, joining the Company in 1985. Mr. Pellegrini has a B.S. degree in business administration with a concentration in management information science and computer science from California State University, Sacramento.
 
Gerald F. Willman, Jr. has served the Company’s Senior Vice President of Sales and Marketing, Europe, Middle East and Asia since July 2008. Mr. Willman has been with the Company since 1995 and has served in various capacities ranging from product design and development to management and sales. He has a B.S. degree from Hampden Sydney College and an M.B.A from National University.
 
William Scott Dustin has served as the Company’s Senior Vice President of Sales and Marketing, Americas since September 2004. From 2001 to September 2004 Mr. Dustin was Vice President of Sales for McKesson Health Solutions. He has a B.S. degree in Biology from the University of California and became a Registered Nurse in 1970.
 
Miklos Csore joined the Company in 1995 and has served as its Senior Vice President of Research and Development since 2004. He holds a B.S. degree in Mathematics from the University of Budapest.
 
Robert R. Gilmore became a Director and Audit Committee Chairman of Global Med on March 31, 2006. Mr. Gilmore became a member of the Compensation Committee on October 26, 2007. Mr. Gilmore is a Certified Public Accountant. From 1997 to May 2006 and from March 2008 to present, Mr. Gilmore has served as an independent financial consultant to a number of companies. From May 2006 to February 2008, Mr. Gilmore was Chief Financial Officer of NextAction Corporation, a private company engaged in multi-channel direct marketing using technology based proprietary lead generation methods for the retail industry. As of January 2009, Mr. Gilmore became a Director of Layne Christensen Corporation and is a member of its Audit Committee. Since April 2003, Mr. Gilmore has been a Director of Eldorado Gold Corporation, serving as Chairman of its Audit Committee and a member of its Compensation Committee. From July 2007 to March 2009, Mr. Gilmore was also a Director of Frontera Copper Corporation and served as the Chairman of its Audit Committee. Mr. Gilmore has a B.S. degree in Business Administration from the University of Denver.
 
Sarah L. Eames became a Director, Audit Committee member, and Chairman of the Compensation Committee of Global Med on March 31, 2006. Since October 2008, Ms. Eames has served as an Executive Director of Russell Reynolds Associates, an international executive search firm, in its Health Services Practice. From 1997 through April 2008, Ms. Eames was employed with Allied Healthcare International, Inc., a healthcare staffing company, serving as President, Chief Operating Officer, Chief Executive Officer, Executive Vice President, and Deputy Chairman and Interim Chief Executive Officer. In addition, she served on its Board of Directors from June 2002 to April 2008. Ms. Eames served on the Board of Directors of Bostwick Laboratories, Inc. from February 2008 until November 2009. Ms. Eames currently serves on the Board of Directors of Trinity Health and the Partner-in-Care Board of the Visiting Nursing Services of New York. She received her B.A. in Economics from Northwestern University and her Masters in Business Administration from the University of California, Irvine.
 
T. Kendall “Ken” Hunt became a Director and member of the Audit Committee of Global Med on March 31, 2006 and a member of the Compensation Committee on October 26, 2007. Mr. Hunt is Founder,


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Chairman of the Board and Chief Executive Officer of VASCO Data Security International, Inc. (NASDAQ: VDSI). VASCO is an international corporation, doing business in over 110 countries, that develops and sells strong authentication products used to protect users doing on-line transactions over the Internet. VASCO’s most significant market is banking and finance, including the world’s leading financial institutions as customers. He is also affiliated with several high-tech early-stage companies, serving as a member of their Boards of Directors. Mr. Hunt is the former President of the Belgian Business Club of Chicago, Chairman of the AeA Midwest Council and a member of The Economic Club of Chicago. Additionally, he is on the Advisory Board for the Posse Foundation, an organization dedicated to providing full college scholarships to urban minority youth leaders through its partnerships with elite universities across the U.S. Mr. Hunt is also a member of the Advisory Board (which has no decision-making authority) of Victory Park Capital Advisors LLC. He holds an M.B.A from Pepperdine University, Malibu, California, and a B.B.A from the University of Miami, Florida.
 
BOARD OF DIRECTORS
 
Communications with the Board of Directors
 
Shareholders and other interested parties can communicate with the Board by mailing their communications to: Board of Directors, Global Med Technologies, Inc., 12600 West Colfax, Suite C-420, Lakewood, Colorado 80215.
 
Meetings
 
The Board held eight meetings during the Company’s fiscal year ended December 31, 2009. Although the Company does not have a formal policy regarding attendance by members of the Board at its annual meeting of shareholders, the Company encourages directors to attend, but recognizes that circumstances may prevent attendance from time to time. Last year, each member of the Board attended 75 percent or more of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which such director served. The Company did not hold an annual meeting of shareholders last year.
 
Committees of the Board of Directors
 
Nominating Committee.  The Board does not currently have a Nominating Committee. The Board believes that such committee is not necessary at this time because the Board believes that at the present time the full Board should approve all nominations to the Board. The Board does not have an express policy with regard to the consideration of director candidates recommended by the shareholders because the Board believes it can adequately evaluate any such nominees on a case-by-case basis. The Company does not have a formal diversity policy. Although the Board does not currently have formal specific minimum criteria for nominees, substantial relevant and diverse business and industry experience would generally be considered important qualifying criteria, as would the ability to attend and prepare for Board and shareholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board. The Board does not currently have any procedures in place for shareholder proposals.
 
Audit Committee.  The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information which is provided to the Shareholders and others, the systems of internal controls which management and the Board have established, and the audit process. The Audit Committee consists of Mr. Gilmore, Ms. Eames and Mr. Hunt. Each of the members of the Audit Committee joined the Audit Committee on March 31, 2006. Mr. Gilmore serves as Chairman of the Committee and the Board has determined that Mr. Gilmore is an “audit committee financial expert” as defined by Item 407 of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). The members of the Audit Committee met four times during the 2009 fiscal year. All of the Audit Committee’s members are considered independent under the requirements of NASDAQ Listing Rule 5605 and under the Exchange Act.


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A current copy of the Audit Committee charter, which the Board has adopted, is available on the Company’s website at www.globalmedtech.com. A copy of the Audit Committee charter may also be obtained, free of charge, by writing to the Corporate Secretary of Global Med Technologies, Inc., 12600 West Colfax, Suite C-420, Lakewood, Colorado 80215.
 
Compensation Committee.  The Compensation Committee is responsible for establishing the Company’s executive officer compensation policies and administering such policies. The Compensation Committee studies, recommends and implements the amount, terms and conditions of payment of certain forms of compensation. The Company’s executive officers do not play a role in determining or recommending the amount or form of executive or director compensation. The Compensation Committee has and will continue to directly engage a compensation consulting firm to provide guidance with respect to the compensation of the Company’s executive officers and directors. The Compensation Committee requests that its outside consultants make recommendations to the Compensation Committee based on benchmarking comparably sized public companies for executive and director compensation. In 2008, the Compensation Committee engaged Denver Management Advisors, Inc. (“Denver Management”) as a compensation consultant. In conjunction with its engagement as compensation consultant and in addition to providing recommendations on compensation, Denver Management provided the Compensation Committee with (i) guidance on employment contracts and/or severance agreements; and (ii) guidance on long term incentive plan or other bonus programs. Denver Management was paid a fee of $6,800 for its services. The Compensation Committee may or may not engage Denver Management in the future. The Compensation Committee did not engage a compensation consultant in 2009 and does not keep a compensation consultant on retainer. Further, the Compensation Committee does not delegate its authority to others. The Compensation Committee consists of Ms. Eames, Mr. Gilmore and Mr. Hunt, each of whom is independent under the requirements of NASDAQ Listing Rule 5605 and under the Exchange Act. The members of the Compensation Committee met five times during the 2009 fiscal year. Ms. Eames serves as Chairperson of the Committee. The Compensation Committee does not have a written charter.
 
Special Committee.  On November 10, 2009, the Board established the Special Committee, to examine, negotiate, evaluate and make recommendations concerning any potential strategic alternatives for Global Med or any related matters, including a potential transaction with Haemonetics and the Offer. The Special Committee is comprised of Mr. Gilmore, Ms. Eames, and Mr. Hunt, each of whom is independent under the requirements of NASDAQ Listing Rule 5605, the Exchange Act and other applicable standards. Mr. Gilmore is the Chairman of the Special Committee. As Chairman of the Special Committee, Mr. Gilmore will receive a one-time fee of $5,000. A fee of $1,500 will be paid to each member of the Special Committee per meeting for any meetings necessary in the performance of their duties as members of the Special Committee. Each member of the Special Committee will be reimbursed for any out-of-pocket expenses incurred in the performance of his or her duties as a member of the Special Committee.
 
Director Qualifications and Experience.  The following table identifies some of the experience, qualifications, attributes and skills that the Board considered in making its decision to appoint and nominate directors


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to the Board. This information supplements the biographical information provided above. The vertical axis displays the primary factors reviewed by the Board in evaluating a board candidate.
 
                                         
Experience, Qualification, Skill or Attribute
  Dr. Ruxin     Mr. Marcinek     Mr. Gilmore     Ms. Eames     Mr. Hunt  
 
Professional standing in chosen field
    x       x       x       x       x  
Expertise in healthcare or related industry
    x       x               x          
Expertise in technology or related industry
    x       x       x               x  
Audit Committee Financial Expert (actual or potential)
                    x       x          
Civic and community involvement
                            x       x  
Other public company experience
    x               x               x  
Diversity by race, gender or culture
                            x          
Specific skills/knowledge:
                                       
-healthcare
    x       x               x          
-technology
    x       x       x               x  
-governance
    x               x       x       x  
 
Board Leadership Structure
 
The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman of the Board because he is ultimately responsible for the day-to-day operation of the Company and is the director most familiar with the Company’s business and industry and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside the Company and industry, while the Chief Executive Officer brings company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance.
 
One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer, together with the presence of three independent directors on the Board, is in the best interest of shareholders because it provides the appropriate balance between strategy development and independent oversight of management. The Board retains the authority to modify this structure to best address the Company’s unique circumstances, and so advance the best interests of all shareholders, as and when appropriate.
 
Our corporate governance practices are structured to provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. The Board also believes that its corporate governance practices achieve independent oversight and management accountability, which is the goal that many seek to achieve by separating the roles of the Chairman of the Board and the Chief Executive Officer.
 
The Board’s Role in Risk Oversight
 
The Board oversees our shareholders’ interest in the long-term health and the overall success of the Company and its financial strengths. The full Board is actively involved in overseeing risk management for the Company. It does so in part through discussion and review of our business, financial and corporate governance practices and procedures.


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The Board, as a whole, reviews the risks confronted by the Company with respect to its operations and financial condition, establishes limits of risk tolerance with respect to the Company’s activities and ensures adequate property and liability insurance coverage.
 
Because of the role of the Board in the risk oversight of the Company, the Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to the Company’s operations. The Board recognizes that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations, and while the Board believes its current leadership structure enables it to effectively manage such risks, it was not the primary reason the Board selected its current leadership structure over other potential alternatives. See the discussion under the heading “— Board Leadership Structure” above for a discussion of why the Board has determined that its current leadership structure is appropriate.
 
Code of Ethics
 
The Board has adopted a formal code of ethics that applies to all of the Company’s employees, officers and directors. The Code of Ethics was filed as Exhibit 10.72 to the Company’s Form S-1 Registration Statement filed with the SEC on December 6, 2004. A current copy of the Code of Ethics is available on the Company’s website at www.globalmedtech.com. A copy of the Code of Ethics may also be obtained, free of charge, by writing to the Corporate Secretary of Global Med Technologies, Inc., 12600 West Colfax, Suite C-420, Lakewood, Colorado 80215.
 
Director Independence
 
Ms. Eames, Mr. Gilmore and Mr. Hunt are independent directors under the requirements of NASDAQ Listing Rule 5605 and under the Exchange Act. Dr. Ruxin and Mr. Marcinek are not independent directors of Global Med.
 
Director Compensation
 
We pay our directors, who are not also employees of the Company, a fee of $35,000 per year. These directors also receive stock option grants valued at $35,000 based on the value of the Global Med Common Stock underlying the options. The Global Med Common Stock granted in August of 2009 vest over twelve months. In addition, the Audit Committee Chairman receives $10,000 per year and each additional member of the Audit Committee receives $1,000 per year. The Compensation Committee Chairman receives $5,000 per year and each additional member of the Compensation Committee receives $1,000 per year. As chairman of the Special Committee, Mr. Gilmore will receive a one time fee of $5,000. A fee of $1,500 will be paid to each member of the Special Committee per meeting for any meetings necessary in the performance of their duties as members of the Special Committee. Each member of the Special Committee will be reimbursed for any out-of-pocket expenses incurred in the performance of his or her duties as a member of the Special Committee.
 
For the 2010 fiscal year, the Board has determined that each of its directors will receive (i) a flat fee of $35,000 and (ii) an additional cash award of $35,000 that will vest one-twelfth (1/12th) in each month of 2010 in which such director serves on the Board.
 
The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2009.
 
                                                         
    Fees
              Nonqualified
       
    Earned or
          Non-Equity
  Deferred
       
    Paid in
  Stock
  Options
  Incentive Plan
  Compensation
  All Other
   
Name
  Cash ($)   Awards ($)   Awards ($)   Compensation ($)   Earnings ($)   Compensation ($)   Total ($)
 
Robert R. Gilmore(1)
  $ 46,000     $     $ 35,000     $     $     $     $ 81,000  
Sarah L. Eames(2)
  $ 42,500     $     $ 35,000     $     $     $     $ 77,500  
T. Kendall Hunt(3)
  $ 38,500     $     $ 35,000     $     $     $     $ 73,500  


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(1) As of December 31, 2009, Mr. Gilmore has an aggregate of 117,762 options to purchase Common Stock outstanding, of which 11,666 were unvested.
(2) As of December 31, 2009, Ms. Eames has an aggregate of 117,762 options to purchase Common Stock outstanding, of which 11,666 were unvested.
(3) As of December 31, 2009, Mr. Hunt has an aggregate of 105,913 options to purchase Common Stock outstanding, of which 11,666 were unvested.
 
Indemnification Agreements
 
On February 18, 2010, the Company entered into separate indemnification agreements (the “Indemnification Agreements”) with each of its directors. In addition to the indemnification and advancement of expenses provided for in the Company’s articles of incorporation, as amended and restated, and bylaws, these agreements, among other things, provide the directors with rights of contribution under certain circumstances and the right to have their expenses paid by the Company if they must enforce their rights of advancement.
 
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, which is filed as Exhibit (e)(13) to the Schedule 14D-9 and is incorporated herein by reference.
 
Legal Proceedings
 
None of the Company’s directors are involved in legal proceedings which would have a material adverse effect on the Company except as set forth in Item 8(j) - “Shareholder Litigation” of the Schedule 14D-9.
 
No Director or officer has been a party to any bankruptcy or receivership proceeding, any criminal proceeding, or has been enjoined from participating in any business, including the securities industry or otherwise during the last ten years.
 
No Family Relationships
 
There are no family relationships between any of the directors or executive officers of the Company.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Based on information provided to the Company, the Company believes that all of the Company’s directors, executive officers and persons who own more than 10% of the Common Stock were in compliance with Section 16(a) of the Exchange Act during the last fiscal year.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT OF THE COMPANY
 
The following table presents certain information regarding the beneficial ownership of shares of Common Stock as of February 26, 2010: (i) by each person who is known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock; (ii) by each director or nominee of the Company; (iii) by each executive officer of the Company named in the Summary Compensation Table set forth below under “Executive Compensation and Related Matters”; and (iv) by all directors and executive officers of the Company as a group. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, a person is deemed to beneficially own a share of the Common Stock if that person has or shares voting power or investment power with respect to that share, or has the right to acquire beneficial


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ownership of that share within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security.
 
                 
        Percentage of
    Common Stock
  Common Stock
    Beneficially
  Beneficially
Name and Address
  Owned(1)   Owned(1)
 
Michael I. Ruxin, M.D. 
    1,900,579 (2)(3)     4.85 %
12600 W. Colfax, Suite C-420
Lakewood, CO 80215
               
Thomas F. Marcinek
    1,308,204 (2)(3)     3.34 %
4925 Robert J. Mathews Parkway
Suite 100
El Dorado Hills, CA 95762
               
Darren P. Craig
    475,000 (2)(3)     1.22 %
4925 Robert J. Mathews Parkway
Suite 100
El Dorado Hills, CA 95762
               
William Scott Dustin
    275,000 (2)(3)     *  
4925 Robert J. Mathews Parkway
Suite 100
El Dorado Hills, CA 95762
               
Robert R. Gilmore
    141,433 (2)(3)     *  
12600 W. Colfax, Suite C-420
Lakewood, CO 80215
               
Sarah L. Eames
    141,433 (2)(3)     *  
12600 W. Colfax, Suite C-420
Lakewood, CO 80215
               
T. Kendall Hunt
    159,584 (2)(3)(4)     *  
12600 W. Colfax, Suite C-420
Lakewood, CO 80215
               
All Directors and Executive Officers as a Group (7 persons)
    4,431,233 (2)(3)     11.33 %
Victory Park Special Situations Master Fund, Ltd. 
    4,876,765 (5)     12.69 %
c/o Walkers SPV Limited
Walker House
87 Mary Street
Georgetown, Grand Cayman
Cayman Islands KY1 9002
               
Crestview Capital Master, LLC
    4,043,872 (6)     10.52 %
95 Revere Drive, Suite A
Northbrook, IL 60062
               
Shepherd Investments International, Ltd. 
    3,256,972 (7)     8.48 %
3600 South Lake Drive
St. Francis, WI 53235
               
 
 
Represents holdings of less than one percent (1%).
 
(1) The number of Shares outstanding used in calculating the applicable percentage of beneficial ownership is based on 38,445,725 shares of Common Stock outstanding as of February 26, 2010 together with securities exercisable or convertible into shares of Common Stock within 60 days of February 26, 2010. Shares of Common Stock subject to securities which are currently exercisable or convertible within 60 days of February 26, 2010 are deemed outstanding for computing the percentage of the person or entity holding such securities but are not deemed outstanding for computing the percentage of any other person or entity.
 
(2) Each of these individuals possesses sole voting and dispositive power over the shares beneficially owned.
 
(3) Shares beneficially owned includes options that are currently exercisable or exercisable within 60 days.


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(4) Includes 30,000 shares held by the T. Kendall Hunt Trust, of which Mr. Hunt is the trustee, and 27,559 fully vested restricted stock units. Mr. Hunt, a member of the Company’s Board of Directors, is affiliated with Victory Park Capital Advisors, LLC (“Victory Park CA”). The T. Kendall Hunt Trust has a 5% ownership of Victory Park GP, LLC, and a 5% ownership of Victory Park CA. Mr. Hunt is on the Advisory Board of Victory Park CA, but he is not an officer of that entity. Mr. Hunt is an investor in Victory Park Special Situations LP as a limited partner. Mr. Hunt has no decision making authority with respect to Victory Park CA, Victory Park GP, LLC, or any of their respective affiliated funds.
 
(5) Based partially on information contained in the Schedule 13D/A jointly filed by Victory Park CA, Victory Park Special Situations Master Fund, Ltd. (“Victory Park”), Jacob Capital, L.L.C. (“Jacob Capital”) and Richard Levy pursuant to the Exchange Act on February 1, 2010 and on information contained in the Form 4 jointly filed by Victory Park, Victory Park CA, Jacob Capital and Richard Levy on October 2, 2008, each of which may not be current as of the date of this Information Statement. Victory Park CA shares voting and dispositive power over the shares it owns with Jacob Capital, Victory Park and Richard Levy. Victory Park holds warrants that would be convertible into 4,125,000 shares of Common Stock and 3,960 shares of Preferred Stock, which constitute all of the outstanding shares of Preferred Stock as of February 26, 2010 that would be convertible into 5,500,000 shares of Common Stock if not for certain restrictions on conversion such that the holder may only exercise the warrants or convert the Preferred Stock so the beneficial ownership by the holder (together with such holder’s affiliates) is no more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. Accordingly, the shares underlying the warrants and the Preferred Stock have not been included in the number of shares beneficially owned. Victory Park CA is the investment manager for Victory Park. Jacob Capital is the manager of Victory Park CA. Richard Levy is the sole member of Jacob Capital. Victory Park CA, Jacob Capital and Richard Levy disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein.
 
(6) Based partially on information contained in the Schedule 13G/A jointly filed by Crestview Capital Master, LLC (“Crestview”) and Crestview Capital Partners, LLC (“Crestview Partners”) pursuant to the Exchange Act on February 14, 2008, which may not be current as of the date of this Information Statement. Crestview holds warrants that would be convertible into 2,833,334 shares of Common Stock, if not for certain restrictions on conversion such that the holder may only exercise the warrants so that beneficial ownership by the holder (together with such holder’s affiliates) is no more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. These warrants, up to the 9.99% threshold, are included in the number of shares of Common Stock beneficially owned by Crestview. On February 3, 2010, Crestview converted 1,100 shares of Preferred Stock, held in the name of National Financial Services, LLC, Crestview’s clearing agent, into 1,527,778 shares of Common Stock. Crestview Partners is the sole manager of Crestview, and as such has the power to direct the vote and to direct the disposition of investments beneficially owned by Crestview, including the Common Stock, and thus may also be deemed to beneficially own the Common Stock beneficially owned by Crestview. Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom are United States citizens, are the managers of Crestview Partners, and as such may be deemed to share the power to vote and to dispose of investments beneficially owned by Crestview Partners, including the Common Stock; however, each expressly disclaims beneficial ownership of such shares of Common Stock.
 
(7) Based partially on information contained in the Schedule 13G/A jointly filed by Michael A. Roth and Brian J. Stark with respect to shares held by Shepherd Investments International, Ltd. (“Shepherd”) pursuant to the Exchange Act on February 16, 2010, which may not be current as of the date of this Information Statement. Shepherd holds warrants that would be convertible into 2,125,000 shares of Common Stock, if not for certain restrictions on conversion such that the holder may only exercise the warrants so that beneficial ownership by the holder (together with such holder’s affiliates) is no more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. These warrants are included in the number of shares of Common Stock beneficially owned by Shepherd. Michael A. Roth and Brian J. Stark direct the management of Stark Offshore Management, LLC (“Stark Offshore”), which acts as the investment manager and has sole power to direct the management of Shepherd. As the managing


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members of Stark Offshore, Michael A. Roth and Brian J. Stark possess shared voting and dispositive power over all of the foregoing shares. Michael A. Roth and Brian J. Stark disclaim beneficial ownership of such shares of Common Stock.
 
EXECUTIVE COMPENSATION AND RELATED MATTERS
 
The following table summarizes the compensation of our named executive officers for the years ended December 31, 2009 and December 31, 2008. Our named executive officers include our Chief Executive Officer and the three most highly compensated executive officers for the years ended December 31, 2009 and December 31, 2008.
 
SUMMARY COMPENSATION TABLE
 
                                                                         
                            Nonqualified
       
                        Nonequity
  Deferred
       
                Stock
  Option
  Incentive Plan
  Compensation
  All Other
   
        Salary
  Bonus
  Awards
  Awards
  Compensation
  Earnings
  Compensation
   
Name and Principal Position
  Year   ($)   ($)   ($)   ($)   ($)   ($)   ($)   Total
 
Michael I. Ruxin, M.D. 
    2009       432,062                         118,817 *                 550,879  
Chairman and CEO     2008       419,109                         43,456             12,846 (1)     462,565  
Thomas F. Marcinek
    2009       285,500                         71,375 *                 356,875  
President and COO     2008       278,951                         17,451                   296,402  
William Scott Dustin
    2009       127,050                         97,523 *                 224,573  
Senior Vice President of Sales     2008       126,585                         130,579                   257,164  
and Marketing, Americas                                                                        
Darren P. Craig
    2009       163,500                         30,713 *                 194,213  
Acting Chief Financial Officer                                                                        
 
 
The nonequity incentive plan payment amounts and estimated bonus amounts for service during fiscal year 2009 are subject to adjustment based on the audited financial results for such period.
 
(1) In 2008, Dr. Ruxin received $5,912 in life insurance premiums, an annual car allowance of $2,956 and $3,978 in medical reimbursements.
 
The Compensation Committee of the Board is responsible for recommending the salary and other incentive compensation for the Company’s executive officers. Prior to the 2009 fiscal year, the Compensation Committee, together with an independent compensation consultant, established certain bonus levels for the Company’s executive officers that were based on achieving certain revenue, gross margin and EBITDA targets for the year ended December 31, 2009. Based on this previously established criteria, Dr. Ruxin will receive a cash bonus of approximately $118,817, Mr. Marcinek will receive a cash bonus of approximately $71,375 and Mr. Craig will receive a cash bonus of approximately $30,713, each based on the Company’s estimated operating results for 2009. All of these bonus payments are subject to further adjustment based on the audited financial results for the 2009 fiscal year, which are not yet final as of the date of this document. Mr. Dustin will receive $97,523 for commissions earned in fiscal year 2009.
 
The Company does not have any agreement with its executives or employees that provides for the payment of retirement benefits.


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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
                                 
    Option Awards
    Number of
  Number of
       
    Securities
  Securities
       
    Underlying
  Underlying
       
    Unexercised
  Unexercised
  Option
   
    Options
  Options
  Exercise
  Option
    (#)
  (#)
  Price
  Expiration
Name
  Exercisable   Unexercisable   ($)   Date
 
Michael I. Ruxin, M.D. 
    500,000 (1)           0.58       10/25/2012  
Chairman and Chief Executive Officer     250,000 (2)           1.15       12/16/2015  
Thomas F. Marcinek
    500,000 (1)           0.58       10/12/2012  
President and Chief Operating Officer     250,000 (2)           1.15       12/16/2015  
Darren P. Craig
    50,000 (3)           1.05       10/23/2010  
Acting Chief Financial Officer     150,000 (2)             0.58       10/25/2012  
      275,000 (2)     225,000 (6)     1.15       12/16/2015  
William Scott Dustin
    200,000 (4)           0.60       9/27/2014  
Senior Vice President of Sales and Marketing, Americas     75,000 (5)     25,000 (7)     1.15       12/16/2015  
 
 
(1) These options became fully vested over time and were fully exercisable on December 16, 2005.
 
(2) These options became fully exercisable on December 16, 2005.
 
(3) These options became fully exercisable on October 23, 2005.
 
(4) These options became fully exercisable on September 27, 2008.
 
(5) These options became fully exercisable on December 16, 2008.
 
(6) These options will be exercisable at consummation of the Merger. Notwithstanding the Merger, 45,000 of these options are exercisable each year on December 16th and continuing through December 16, 2014.
 
(7) Each year on December 16th, through December 16, 2014, 5,000 of these options will become exercisable.
 
During fiscal year 2009, Dr. Ruxin exercised one million options to purchase Common Stock and Mr. Marcinek exercised 500,000 of his options to purchase Common Stock. None of the Company Stock Options belonging to Mr. Craig and Mr. Dustin vested in 2009. There were no plan-based grants, no other option exercises or vesting, no pension benefits accrued, and no non-qualified deferred compensation for the executive officers of the Company, including its named executive officers. In addition, there were no other stock-based awards outstanding as of December 31, 2009.
 
Stock Option Plans and Other Issuances
 
The Company’s 2001 Stock Option Plan (“2001 Plan”) provides for the issuance of options to purchase up to 10 million registered shares of Common Stock to employees, officers, directors and consultants of the Company. Options may be granted as incentive stock options or as nonqualified stock options. Only employees of the Company are eligible to receive incentive options. The 2001 Plan expires on December 28, 2010. As of December 31, 2009, options to purchase 6,072,000 shares of Common Stock at a weighted average exercise price of $0.89 per share were outstanding under the 2001 Plan, of which 5,508,000 options were exercisable at December 31, 2009. Options granted under the 2001 Plan vest on a straight-line basis, based on schedules determined by the Board and generally expire 10 years after grant. During fiscal year 2009, the Company issued 140,000 stock options, 60,000 were exercised, and 225,000 options were cancelled or expired under the 2001 Plan.
 
The Company’s 2003 Stock Option Plan (“2003 Plan”) provides for the issuance of stock options exercisable to purchase up to 5,000,000 registered shares of Common Stock to employees, officers, directors and consultants. As of December 31, 2009, there were options to purchase 50,000 shares under the 2003 Plan that were issued to such persons. The weighted average exercise price for these options is $0.61 per share. All of these options were exercisable as of December 31, 2009. During fiscal year 2009, approximately 613,000 options were exercised and approximately 1,247,000 options under this plan were cancelled or expired.


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During the year ended December 31, 2009, approximately 95,000 options were exercised under the Company’s Second Amended and Restated 1997 Stock Option Plan (“1997 Plan”). There were no options outstanding under the 1997 Plan as of December 31, 2009. Stock options can no longer be issued under the 1997 Plan.
 
The Company also periodically grants options to purchase shares of restricted Common Stock. The shares underlying these options are not registered under the Securities Act and do not fall under a particular plan. There were no issuances or exercises of these options to purchase Common Stock in fiscal year 2009. As of December 31, 2009, there were options to purchase 300,000 shares of Common Stock at a weighted average exercise price of $1.16 per share outstanding. All 300,000 of these options were exercisable at December 31, 2009.
 
Option Grants
 
During 2008 and 2009, no options were granted to the Company’s executive officers, including its Named Executive Officers.
 
Long-Term Incentive Plan (“LTIP”) Awards
 
The only LTIP that the Company had in place was an issuance of restricted stock to members of the Board in 2008. There were no such awards granted to directors in 2009 and no awards were granted during 2009 to the Company’s named executive officers.
 
Employment Agreements and Other Arrangements
 
Employment Agreement with Michael I. Ruxin, M.D.
 
On July 30, 2008, the Company entered into an employment agreement with Michael I. Ruxin, M.D., the Company’s Chief Executive Officer (the “Ruxin Employment Agreement”). The Ruxin Employment Agreement provides that in the event of a Change of Control of the Company, upon written notice from Dr. Ruxin, Dr. Ruxin may terminate his employment agreement. A “Change of Control” is defined in the Ruxin Employment Agreement as “when (i) there is any transaction or series of related transactions (including but not limited to a merger or reorganization) pursuant to which a person, other than the [Company], acquires directly or indirectly, the beneficial ownership of securities issued by the [Company] having greater than fifty percent (50%) or more of the voting power of all of the voting securities issued by the [Company]; or (ii) the [Company] consolidates with or merges with or into any person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person; or (iii) individuals who on the Effective Date constituted the Board of Directors of the Company cease for any reason to constitute a majority of such Board of Directors.” If he terminates his employment agreement as a result of a Change of Control, Dr. Ruxin will be entitled to a continuation for twenty-four months of his then-current base salary and benefits in addition to a single lump-sum cash amount equal to any accrued but unpaid incentive compensation pro-rated through the date on which he gives notice of termination (“Date of Termination”). On the Date of Termination, all of Dr. Ruxin’s unvested Company Stock Options shall immediately become vested. The consummation of the Offer would constitute a Change of Control of the Company under the Ruxin Employment Agreement. The Compensation Committee of the Board has approved the making of severance payments to Dr. Ruxin, pursuant to the terms of the Ruxin Employment Agreement, upon the consummation of the Offer.
 
The foregoing description of the Ruxin Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the same agreement filed as Exhibit (e)(7) to the Schedule 14D-9 and is incorporated herein by reference. Dr. Ruxin has agreed to terminate the Ruxin Employment Agreement contingent on the closing of the Merger and in connection with the termination he will receive the benefits outlined above. Haemonetics has entered into an employment agreement with Dr. Ruxin contingent on the closing of the Merger, as described in Item 3(c) of the Schedule 14D-9 under “Agreements with Haemonetics and the Purchaser.”


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Employment Agreement with Thomas F. Marcinek
 
On November 1, 2008, the Company entered into an employment agreement and an amendment, dated as of the same date, to such employment agreement with Thomas F. Marcinek, the Company’s President and Chief Operating Officer (the “Marcinek Employment Agreement”). In the event of a Change in Control of the Company, upon written notice from Mr. Marcinek, Mr. Marcinek is entitled to terminate his employment and receive a severance payment equal to twenty-four months of his then-current base salary in addition to a single lump-sum cash amount equal to any accrued but unpaid incentive compensation pro-rated through Mr. Marcinek’s date of termination. The Marcinek Employment Agreement defines a Change in Control as: “the consummation of any of the following transactions effecting a change in ownership or control of the Company: (1) a merger, consolidation or reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; or (2) any transfer, sale or other disposition of all or substantially all of the Company’s assets; or (3) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s beneficial holders.” The consummation of the Offer would constitute a Change of Control of the Company under the Marcinek Employment Agreement. The Compensation Committee of the Board has approved the making of severance payments to Mr. Marcinek, pursuant to the terms of the Marcinek Employment Agreement upon consummation of the offer without requiring he actually terminate his employment.
 
The foregoing description of the Marcinek Employment Agreement does not purport and is qualified in its entirety by reference to the same agreement which is filed as Exhibit (e)(8) to the Schedule 14D-9 and is incorporated herein by reference. Mr. Marcinek has indicated that he will terminate the Marcinek Employment Agreement contingent on the closing of the Merger and in connection with the termination he will receive the benefits outlined above. Haemonetics has entered into an employment agreement with Mr. Marcinek contingent on the closing of the Merger, as described in the Schedule 14D-9 under “Agreements with Haemonetics and the Purchaser.”
 
Employment Agreement with Darren P. Craig
 
Effective as of November 1, 2008, the Company entered into an employment agreement and an amendment, dated as of the same date, to such employment agreement with Darren P. Craig, the Company’s Acting Chief Financial Officer (the “Craig Employment Agreement”). In the event of a Change in Control of the Company, all of the stock options of the Company previously awarded to Mr. Craig will immediately vest. The Craig Employment Agreement defines a Change in Control as when “(i) there is any transaction or series of related transactions (including but not limited to a merger or reorganization) pursuant to which a person, other than the Company, acquires directly or indirectly, the beneficial ownership of securities issued by the Company having greater than fifty percent (50%) or more of the voting power of all of the voting securities issued by the Company; or (ii) the Company consolidates with or merges with or into any person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person; or (iii) individuals who on the effective date constituted the Board of Directors of the Company cease for any reason to constitute a majority of such Board of Directors.” The consummation of the Offer would constitute a Change in Control under the Craig Employment Agreement.
 
The foregoing description of the Craig Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the same agreement which is filed as Exhibit (e)(9) to the Schedule 14D-9 and is incorporated herein by reference.


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Employment Agreement with William Scott Dustin
 
On November 1, 2008, the Company entered into an employment agreement and an amendment to such employment agreement, dated as of the same date, with Mr. Dustin, the Company’s Senior Vice President of Sales and Marketing, Americas (the “Dustin Employment Agreement”). Under the Dustin Employment Agreement, Mr. Dustin is entitled to receive an annual base salary of $127,050. The employment agreement had an initial term from November 1, 2008 through November 1, 2009, which was renewed for a second annual term, and will continue to automatically renew for successive one year periods. Mr. Dustin is entitled to participate in all of the Company’s employee benefit plans, subject to certain restrictions provided in the Dustin Employment Agreement.
 
The foregoing description of the Dustin Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the same agreement which is filed as Exhibit (e)(10) and (e)(11) to the Schedule 14D-9 and is incorporated herein by reference.
 
Certain Relationships and Related Transactions
 
The Board has adopted resolutions that no business transaction, loan or advance will be made by the Company to any officer, director or holder of more than 5% of the Common Stock, or any affiliate thereof, unless it has been established that a bona fide business purpose exists, that all future transactions between the Company and its officers, directors, or principal shareholders, or any affiliate of any of such person, must be approved or ratified by a majority of the disinterested directors of the Company, and the terms of such transaction must be no less favorable to the Company than could have been realized by the Company in an arms-length transaction with an unaffiliated person. The Company believes that all ongoing transactions with the Company’s affiliates are on terms no less favorable than could be obtained from unaffiliated third parties.
 
The Board adopted a resolution in July 1996 that provides that the areas of business in which the Company shall be interested for the purpose of the doctrine of corporate opportunities shall be the business of information management software products and services. Any business opportunity which falls within such areas of interest must be brought to the attention of the Company for acceptance or rejection prior to any officer or director of the Company taking advantage of such opportunity. Any business opportunity outside such areas of interest may be entered into by any officer or director of the Company without the officer or director first offering the business opportunity to the Company.


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ANNEX B1
 
(STCHARLESCAPITAL LOGO)
 
www.stcharlescapital.com
 
MEMBER FINRA
 
PERSONAL AND CONFIDENTIAL
 
The Board of Directors Special Committee
Global Med Technologies, Inc.
12600 West Colfax, Suite C-420
Lakewood, CO 80215
 
January 24, 2010
 
 
Members of the Board:
 
You have requested our opinion as to the fairness, from a financial point of view, as of the date hereof, of the consideration to be received by the holders of the issued and outstanding shares of common stock (the “Common Stock”) of Global Med Technologies, Inc. (the “Company”) in connection with a proposed sale of the stock of the Company pursuant to the Agreement and Plan of Merger (the “Agreement’) dated January 31, 2010, by and between the Company and Haemonetics Corporation (the “Buyer”) (the “Transaction”).
 
As more specifically set forth in the Agreement, and subject to a number of terms, conditions and procedures described in the Agreement, at the effective time the Company will be merged with and into the Buyer (the “Merger”). All of the shares of the Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held in the Company’s treasury and shares as to which dissenters’ rights of appraisal have been elected and not withdrawn) will be exchanged for approximately $1.22 per share in cash (“Merger Consideration”).
 
St. Charles Capital, LLC (“St. Charles”), as part of its investment banking business, is customarily engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and valuations for estate, corporate and other purposes.
 
In connection with rendering this opinion, we have reviewed and analyzed, among other things, the following:
 
(i) the Agreement;
 
(ii) certain financial statements and other financial information of the Company, including the Audited Financial Statements and Regulatory Financial Statements of the Company for each of the years in the two year period ended December 31, 2008, the Financial Statements for each of the first three Quarters of 2009 ended September 30, 2009, and forecasted financial statements for the Company for the Quarter ended December 31, 2009;
 
(iii) certain other internal information, primarily financial in nature, including projections concerning the business and operations of the Company furnished to us by the Company for purposes of our analysis;
 
(iv) the process leading to the receipt of the offer concerning the potential acquisition of the Company;
 
(v) certain publicly available information with respect to certain other companies that we believe to be comparable to the Company, and the trading markets for such other companies’ securities;


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(vi) relevant precedent merger and acquisition transactions involving companies deemed similar to the Company;
 
(vii) certain publicly available information concerning Buyer;
 
(viii) the economic and competitive climate for the healthcare information technology industry;
 
(ix) the business and prospects of the Company through meetings and discussions with certain officers and employees of the Company; and
 
(x) other matters we believe relevant to our inquiry.
 
In our review and analysis and in arriving at our opinion, we have assumed and relied upon the accuracy and completeness of all of the financial and other information provided to us or publicly available and have assumed and relied upon the representations and warranties of the Company and Buyer contained in the Agreement. We have not been engaged to, and have not independently attempted to, verify any of such information. We have also relied upon the management of the Company as to the reasonableness and achievability of the financial and operating projections (and the assumptions and bases therefor) provided to us and, with your consent, we have assumed that such projections reflect the best currently available estimates and judgments of management of the Company. We have not been engaged to assess the reasonableness or achievability of such projections or the assumptions on which they were based and express no view as to such projections or assumptions. In addition, we have not conducted a physical inspection or appraisal of any of the Company’s assets, properties or facilities, nor have we been furnished with any such evaluation or appraisal. We have also assumed that the conditions of the Transaction as set forth in the Agreement would be satisfied and that the Transaction would be consummated on a timely basis in the manner contemplated by the Agreement. Our analysis is supported in greater detail in the presentation provided to the Board on January 24, 2009.
 
It should be noted that this opinion is based on economic and market conditions and other circumstances existing on, and information made available as of, the date hereof and does not address any matters subsequent to such date. In addition, our opinion is, in any event, limited to the fairness, as of the date hereof, from a financial point of view, of the fully-diluted per share offer price to be received by the Shareholders pursuant to the Agreement and does not address the Company’s underlying business decision to effect the Transaction, the process by which the transaction was conducted, or any other terms of the Transaction. It should be noted that although subsequent developments may affect this opinion, we do not have any obligation to update, revise or reaffirm our opinion.
 
It is understood that this opinion was prepared solely for the confidential use of the Special Committee of the Board of Directors of the Company and may not be disclosed, summarized, excerpted from or otherwise publicly referred to without our prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, this opinion may be included in the Schedule 14D-9, proxy statement, and/or other materials to be filed with the SEC and mailed to the holders of the Common Stock in connection with the Transaction, provided that this opinion will be reproduced in such filings in full, and any description of, or reference to, us or our actions, or any summary of the opinion in such filings, will be in a form reasonably acceptable to us and our counsel. Our opinion does not constitute a recommendation to any shareholder of the Company as to whether such shareholder should tender his or her shares, or as to how such shareholder should vote at the shareholders’ meeting held in connection with the Transaction. We do not express an opinion about the fairness of the amount of or nature of the compensation to any of the Company’s officers, directors or employees, or class of persons, relative to the compensation to the shareholders of the Company.
 
We were engaged by the Board to render this opinion in connection with the Board’s discharge of its fiduciary obligations. We have advised the Board that we do not believe that any person (including a shareholder of the Company) other than the directors has the legal right to rely on this opinion for any claim arising under state law and that, should any such claim be brought against us, this assertion will be raised as a defense. This opinion has been reviewed by the St. Charles Fairness Opinion Committee.
 
We will receive compensation for rendering this opinion and the Company has agreed to indemnify us under certain circumstances.


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St. Charles has never before been engaged to provide investment banking or advisory services to the Company, its Executives, or its Officers.
 
Based upon and subject to the foregoing and such other matters as we consider relevant, it is our opinion that as of the date hereof, the fully-diluted per share offer price of $1.22 is fair, from a financial point of view, to the holders of the Common Stock.
 
Very truly yours,
 
-s- St. Charles Capital, LLC
 
St. Charles Capital, LLC


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ANNEX B2
www.stcharlescapital.com
 
MEMBER FINRA
PERSONAL AND CONFIDENTIAL
 
The Board of Directors Special Committee
Global Med Technologies, Inc.
12600 West Colfax, Suite C-420
Lakewood, CO 80215
 
February 22, 2010
 
Members of the Board:
 
You have requested that St. Charles Capital, LLC (“St. Charles”) review and analyze certain projected financial information received by St. Charles from Global Med Technologies, Inc. (the “Company”) on February 17, 2010 (the “Forecast”) and indicate whether, and if so how, the Forecast affects the Fairness Opinion delivered to the Special Committee on January 24, 2010.
 
St. Charles reviewed the Forecast received on February 17, 2010 and conducted two phone discussions with the Company’s management team to understand the basis for the Forecast. After performing its review and analysis of the Forecast together with the other information described as reviewed and analyzed in our January 24, 2010 Fairness Opinion and exercising its professional judgment, St. Charles has concluded that had the Forecast been provided to St. Charles prior to the rendering of its January 24, 2010 Fairness Opinion, the conclusion would remain as expressed in the January 24, 2010 Fairness Opinion.
 
Very truly yours,
 
-s- St. Charles Capital, LLC
 
St. Charles Capital, LLC


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EX-99.A.4 2 g22113exv99waw4.htm EX-99.A.4 exv99waw4
Exhibit (a)(4)
Global Med Letterhead
 
March 3, 2010
 
 
Dear Shareholders:
 
We are pleased to inform you that, on January 31, 2010, Global Med Technologies, Inc. (“Global Med”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Haemonetics Corporation, a Massachusetts corporation (“Haemonetics”), and Atlas Acquisition Corp., a Colorado corporation and wholly-owned subsidiary of Haemonetics (the “Purchaser”).
 
Under the terms of the Merger Agreement and subject to the conditions set forth in the Purchaser’s Offer to Purchase (including the minimum tender condition) and the related materials previously mailed to you on February 19, 2010 by the Purchaser, the Purchaser has commenced a cash tender offer (the “Offer”) to purchase (1) all of the outstanding shares of our common stock, par value $0.01 per share (“Global Med Common Stock”) at a price of $1.22 per share in cash, net to the holders of Global Med’s Common Stock, and (2) all of the outstanding shares of our preferred stock, par value $0.01 per share (“Global Med Preferred Stock” and together with Global Med Common Stock, each a “Share,” and collectively, the “Shares”), at a price of $1,694.44 per share in cash (which equates to $1.22 per share on a converted to Global Med Common Stock basis), net to the holders of Global Med Preferred Stock. Enclosed is the Schedule 14D-9 that was prepared by Global Med and contains the recommendation of your board of directors with respect to the Offer and the Merger.
 
Unless subsequently extended in accordance with its terms, the Offer is scheduled to expire at 12:00 midnight, Boston, Massachusetts time, on March 18, 2010, after which time, if all conditions to the Offer have been satisfied or waived, the Purchaser will accept for payment all Shares validly tendered pursuant to the Offer and not properly withdrawn. If the Offer is successfully consummated, the Purchaser will merge with and into Global Med on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”), and each Share that is outstanding and that has not been accepted for purchase pursuant to the Offer (other than any Shares held by a shareholder who has properly perfected his, her or its dissenters’ rights under applicable Colorado law) will be automatically cancelled and converted into the right to receive, in cash and without interest and subject to any required withholding taxes, $1.22 per share of Global Med Common Stock or $1,694.44 per share of Global Med Preferred Stock (or, if higher amounts are paid in the Offer, such higher amounts).
 
The terms of the Merger Agreement were negotiated by a special committee of independent directors of Global Med. Your board of directors (including all of the members of the special committee): (i) has declared the Merger Agreement and all of the transactions contemplated thereby, including the Offer and the Merger, advisable and in the best interests of Global Med and its shareholders; (ii) has approved the Offer and Merger in accordance with the Colorado Business Corporation Act and the Colorado Corporations and Associations Act; (iii) has adopted the Merger Agreement; (iv) has approved and authorized the execution and delivery of the Merger Agreement; and (v) recommends that the shareholders of Global Med accept the Offer, tender their Shares in the Offer and, if required by applicable law, adopt and approve the Merger Agreement and approve the Merger.
 
In arriving at its recommendation, your board of directors gave careful consideration to a number of factors that are described in the enclosed Schedule 14D-9. The Purchaser previously mailed to you a copy of its Offer to Purchase and related materials (including letters of transmittal for use in tendering your Shares to the Purchaser in the Offer). Those documents set forth the terms and conditions of the Offer and provide


 

instructions as to how to tender your Shares. We urge you to read carefully all of the materials delivered to you.
 
Thank you for your continued support of Global Med.
 
Very truly yours,
 
 
Michael I. Ruxin, M.D.
Chairman of the Board and Chief Executive
Officer

EX-99.E.8 3 g22113exv99wew8.htm EX-99.E.8 exv99wew8
Exhibit (e)(8)
EXECUTIVE EMPLOYMENT AGREEMENT
     THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 1, 2008 (the “Effective Date”), by and between Thomas F. Marcinek (“Executive”) and Global Med Technologies, Inc. (the “Company”).
RECITALS
     The Company wishes to retain the services of Executive pursuant to this Agreement, the terms and provisions of which are set forth below.
     NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:
1.   POSITION AND DUTIES
  (a)   During the Term (as defined in Section 3), Executive will be employed by the Company as President and Chief Operating Officer and shall be responsible for the active day-to-day management of the business and affairs of the Company, shall have the duties and responsibilities consistent with and incumbent upon his position as President and Chief Operating Officer of the Company, but at all times shall act in accordance with the directions given by the Chief Executive Officer of the Company, and shall perform such other duties as from time to time determined by the Company.
 
  (b)   Executive shall serve the Company faithfully, loyally, honestly, and to the best of Executive’s ability. Executive will devote substantially all of Executive’s business time to the performance of Executive’s duties for, and in the business and affairs of, the Company.
2.   BASE SALARY INCENTIVE COMPENSATION
     Commencing on the Effective Date and, unless terminated earlier pursuant to the terms of this Agreement, during the Term of this Agreement, Executive’s annual base salary will be Two Hundred Eighty-Five Thousand Five Hundred Dollars ($285,500), payable in accordance with the Company’s customary payroll practices as are in effect from time to time (“Base Salary”).
     Annually, within thirty (30) days of filing the Company’s annual financial statements with the Securities and Exchange Commission (“SEC”) while this Agreement is in effect, solely at the option of the Company, Executive may be entitled to receive incentive compensation as determined by the Company’s Board of Directors (the “Board”). This incentive compensation shall be based on objectives which shall be established by the Board by December 31st of each year of employment which shall govern the incentives for the following year. The terms and conditions of the incentive compensation are to be determined solely by the Board. Executive shall give input into the objectives.
3.   TERM
     The “Initial Term” of this Agreement shall begin on the Effective Date and shall expire on the first (1st) anniversary of the date hereof, unless sooner terminated in accordance with the provisions of this Agreement. The Initial Term and each renewal term thereafter shall be automatically renewed for successive one (1) year periods, unless the Company shall have

 


 

provided written notice to Executive at least ninety (90) days prior to the expiration of the then current term of its intent not to renew this Agreement (each extension period following the Initial Term shall be referred to as a “Renewal Term”). The Initial Term and all Renewal Term(s), if any, shall be referred to collectively as the “Term”.
4.   TERMINATION OF EMPLOYMENT
  (a)   Termination without Good Reason or Termination for Cause.
  (i)   If, prior to the expiration of the Term, Executive’s employment is terminated by the Company for “Cause” (as defined below) or if Executive resigns from his employment hereunder without “Good Reason” (as defined below), Executive shall be entitled to payment of (A) his Base Salary accrued up to and including the date of termination or resignation, including any accrued or unused vacation time, and (B) any unreimbursed expenses. Executive shall also be entitled to all stock options that have vested at the time of termination. Except to the extent required by the terms of the benefits provided in Section 5 or applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation or thereafter.
 
  (ii)   Termination for “Good Reason” shall mean a termination by Executive of his employment if, without Executive’s consent, any of the following events occur; (a) a decision by the Company to terminate its business and liquidate its assets; (b) the Company makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, there shall have been filed any petition or application for the involuntary bankruptcy of the Company, or other similar proceeding, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more, or the Company seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Company or any material party of its assets; (c) there are material reductions in the Executive’s duties and responsibilities without his written consent or a demotion from the position of President and Chief Operating Officer; (d) the Company materially breaches this Agreement; (e) a reduction in the Executive’s Base Salary (not including bonus or incentive compensation) other than any such reduction which is part of, and generally consistent with, a general reduction of officers’ salaries; (f) a material reduction by the Company in the kind or level of employee benefits (other than salary and incentive compensation bonus) to which the Executive is entitled immediately prior to such reduction with the result that the Executive’s overall benefits package (other than salary and incentive compensation/bonus) is substantially reduced; (g) the Executive is required to relocate outside the Sacramento area, or (h) there is a Change in Control in the Company, which shall mean the consummation of any of the following transactions effecting a change in ownership or control of the Company.

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  (1)   a merger, consolidation or reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; or
 
  (2)   any transfer, sale or other disposition of all or substantially all of the Company’s assets; or
 
  (3)   the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s beneficial holders.
  (iii)   Termination for “Cause” shall mean a termination of Executive’s employment with the Company because of (A) a plea of guilty or nolo contendem, or conviction for, the commission of a felony offense by Executive, (B) except with respect to matters before the Food & Drug Administration, the involvement by Executive as a party to any litigation or regulatory proceeding or in any other circumstance known to the general public that, in the good faith determination of the Board of Directors of the Company, is reasonably certain to subject Executive, the Company or its affiliates to disrepute, ridicule, contempt or scandal or that is reasonably certain to reflect unfavorably upon the reputation of Executive, the Company or its affiliates or the Company’s products or technologies, except that this subsection (iii)(B) does not apply to claims that Executive may bring against the Company that are protected by law; (C) the willful failure to perform in any material respect Executive’s duties; (D) an intentional act of fraud, embezzlement, theft or a dishonest act against the Company or its affiliates; (E) a material breach by Executive of the terms and provisions of the Agreement; or (F) a violation by Executive of a fiduciary duty or duty of loyalty to the Company. The Executive’s employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place merely as a result of (i) bad judgment or negligence, (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, (iii) any act or omission believed in good faith to have been in or not opposed to the interest of the Company or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Certificate of Incorporation of the Company, under this Agreement or the laws of the State of California, in each case as in effect at the time of such act or omission.

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  (iv)   Termination by Executive of his employment for Good Reason shall be communicated by delivery to the Company of a written notice from the Executive stating that Executive is terminating the employment for Good Reason, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Good Reason under Section 4(a)(ii), (c), (d), (e), (f) or (g), the Company shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Good Reason. Upon a cure or correction thereof within such thirty (30) day cure period by the Company to the reasonable satisfaction of Executive, the action shall no longer constitute Good Reason for purposes of this Agreement.
 
  (v)   Termination of Executive’s employment for Cause shall be communicated by delivery to Executive of a written notice from the Company stating that Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Cause under Section 4 (a)(iii)(C)(E) or (F), Executive shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Cause. Upon a cure or correction thereof within such thirty (30) day cure period by Executive to the reasonable satisfaction of the Company, the action shall no longer constitute Cause for purposes of this Agreement. Executive shall not be entitled to a cure period for a repeated breach of the same Section of this Agreement.
 
  (vi)   The date of a resignation by Executive without Good Reason shall be the date specified in a written notice of resignation from Executive to the Company; provided that, Executive shall provide at least thirty (30) days’ advance written notice of his resignation without Good Reason.
  (b)   Payments Upon a Termination Without Cause, Termination with Good Reason or Non-Renewal of Agreement. If the Company terminates Executive’s employment for any reason other than Disability, Death or Cause (such termination being hereinafter referred to as “Termination Without Cause”) or the Company fails to renew this Agreement after the expiration of the Initial Term or any Renewal Term thereafter or Executive terminates his employment for “Good Reason”, Executive shall be entitled to (A) continuation of benefits for the remainder of the Initial Term or the then current Renewal Term, if any, (B) payment of any unreimbursed expenses, and (C) Executive’s vested options. In addition, subject to Executive’s execution and delivery of a release in the form then deemed appropriate by the Company, Executive shall be entitled to (i) severance consisting of continuation of his Base Salary and benefits at the rate in effect on the date of Termination Without Cause, termination for Good Reason, or date of non-renewal for twenty-four (24) months following the date of the Termination Without Cause, termination for Good Reason, or non-renewal, (ii) a lump sum payment equal to any accrued but unpaid incentive compensation prorated through the date of termination, which sum shall be payable upon the Executive’s termination date. To the extent the Company grants to Executive any options or shares of restricted stock during the Term of this Agreement, then the Company shall in such grant documentation provide that in the event that Executive is terminated without cause, terminates for Good Reason, or the Term

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      is not renewed, then all of Executive’s unvested options or unvested shares shall vest in full. The date of termination of employment for Termination Without Cause shall be the date specified in the written notice of termination provided by the Company to Executive. The date of termination for Good Reason shall be the date of expiration of the cure period set forth in Section 4(a)(iv) hereof. Except as specifically set forth above, Executive covenants and agrees that he shall not be entitled to any other form of severance benefits from the Company, including, without limitation, benefits otherwise payable under the Company’s regular severance policies, if any, in the event his employment ends for any reason and, except with respect to obligations of the Company expressly provided for herein, Executive unconditionally releases the Company and its subsidiaries and affiliates, and their respective directors, officers, employees and stockholders, or any of them, from any and all claims, liabilities, or obligations under any severance arrangements of the Company or any of its subsidiaries or affiliates. If after a Termination without Cause, a termination for Good Reason, or nonrenewal Executive secures employment with Haemonetics Corporation or Mediware Information Systems, Inc. or any other person, company, partnership, corporation or government entity engaged in the donor center software business or the hospital transfusion software business (“Competing Businesses”), the salary continuation provided for in this Section shall cease effective Executive’s hire date with either of these Competing Businesses.
 
  (c)   Termination due to Disability. In the event of Executive’s Disability, the Company shall be entitled to terminate his employment. In the case that the Company terminates Executive’s employment due to Disability, Executive shall be entitled to his Base Salary and cash bonus on a pro-rata basis, including any accrued but unused vacation time, up to and including the date of termination as well as any unpaid expense reimbursements. In addition, Executive shall also be entitled to all stock options that have vested at the time of termination. As used in this Section 4(c), the term “Disability” shall mean the Company’s determination that due to physical or mental illness or incapacity, whether total or partial, Executive is substantially unable (with or without a reasonable accommodation) to perform his duties hereunder for a period of sixty (60) consecutive days or shorter periods aggregating ninety (90) days during any period of one hundred eighty (180) consecutive days.
 
  (d)   Death. This Agreement shall terminate automatically on Executive’s death. Any Base Salary, including any accrued but unused vacation time, earned by Executive for services rendered prior to Executive’s death and any unpaid expense reimbursements shall be paid. In addition, Executive shall be entitled to all stock options that have vested at the time of death and a pro-rata share of Executive’s cash bonus. Such payments will be paid to and such stock and options tendered to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. No other benefits shall be payable to Executive’s estate or heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained in whole or in part by the Company for the benefit of Executive, his estate or heirs.
 
  (e)   Timing of Payments. Notwithstanding any other provision with respect to the timing of payments under this Section 4, if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” (within the meaning of Section

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      409A of the Internal Revenue Code (the “Code”), and any successor statute, regulation and guidance thereto) of the Company, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which Executive may become entitled under this Section 4 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment with the Company, at which time Executive shall be paid an aggregate amount equal to six (6) months of payments otherwise due to Executive under the terms of this Section 4. After the first business day of the seventh (7th) month following the termination of Executive’s employment and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive in accordance with the terms of the applicable provision of Section 4.
5.   BENEFITS
  (a)   Executive will be entitled to participate in all employee benefit plans which may be instituted by the Company in its sole discretion, subject to any restrictions outlined in the applicable plan. The foregoing shall not be construed to limit the ability of the Company to amend, modify or terminate any such benefit plans, policies or programs at any time and from time to time.
 
  (b)   Executive’s vacation is to accrue on a pro-rata basis throughout the year and is to be taken in accordance with Company’s standard vacation policies. Vacation shall accrue in accordance with then-current Company policies. The Company’s paid holidays are in addition to the above-referenced vacation time.
 
  (c)   In addition to the compensation and benefits provided above, the Company shall, upon receipt of appropriate documentation, reimburse Executive for his reasonable and pre-approved travel, lodging, entertainment, promotion, and other ordinary and necessary business expenses consistent with the Company’s policies. No expense or reimbursement under this Section 5 shall be “grossed up” or increased to take into account any tax liability incurred by Executive as a result of such payment or reimbursement.
6.   CONFIDENTIALITY AND NON-DISCLOSURE
  (a)   Inventions. The Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all proprietary software and inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Company or Executive during the Term of this Agreement in connection with or relating to the Company’s business (collectively, “Inventions”) and Executive will promptly disclose and provide all Inventions to the Company. All Inventions are work made for hire to the extent allowed by law and, in addition, Executive hereby makes all assignments necessary to accomplish the foregoing ownership. Executive shall further assist the Company, and execute any documents requested by the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. By signing this Agreement, Executive acknowledges that he has been informed and advised of California Labor Code

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      section 2870 relating to the assignment of inventions as set forth in the “Notice” attached as Exhibit “A” to this Agreement.
  (b)   Proprietary Information. Executive agrees that all Inventions, and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees), the Company or Executive develops, learns or obtains during the term hereof that relate to the Company or the business or anticipated business of Company or that are received by or for the Company in confidence, which is not information in the public domain, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except in performing hereunder, use any Proprietary Information. Upon termination and as otherwise requested by the Company, Executive will promptly return to the Company all items and copies containing or embodying Proprietary Information, including, but not limited to, any copies of documents, computer print-outs, computer tapes, floppy disks, CD ROMS, etc., in any form, format or manner whatsoever. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that Executive’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
 
  (c)   Confidential Information. The parties acknowledge that during the Term, Executive will perform essential services for the Company, its employees and shareholders, and for customers of the Company. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with the Company’s clients and customers on a first-hand basis and will gain valuable insight as to the clients’ operations, personnel and need for services. In addition, Executive will have access to, and be required to work with, a considerable amount of the Company’s Proprietary Information. All business practices, techniques or processes that (i) derive independent economic value, actual or potential from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, are confidential (the “Confidential Information”) and/or Proprietary. This includes, but is not limited to information concerning the Company’s intellectual property (including proprietary software), methods of operation, financial information, strategic planning, operational budgets and strategies, payroll data, management systems programs, computer systems, marketing plans and strategies, merger and acquisition strategies, customer lists, customer contracts, files, letters, memoranda, reports, records, data, employee lists, salary information, training manuals, and other materials and business information of a similar nature, including information about the Company itself, which Executive acknowledges and agrees has been compiled by the Company’s expenditure of a great amount of time, money and effort, and that contains detailed information that could not be created independently from public sources. Further, all data, spreadsheets, reports, records, know-how, verbal communication, proprietary and technical information and/or other confidential materials of a similar kind transmitted by the Company to Executive are also Confidential and/or Proprietary Information.

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  (d)   All Confidential and Proprietary Information is considered highly sensitive and strictly confidential. Executive agrees that at all times during the Term and after the termination of employment with the Company for as long as such information remains non-public information, Executive shall (i) hold in confidence and refrain from disclosing to any other party all Confidential and Proprietary Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a nondisclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his employment with the Company and for no other purpose, (iii) take all precautions necessary to ensure that the Confidential and Proprietary Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential and Proprietary Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential or Proprietary Information, unless expressly permitted by this Agreement. Executive agrees that protection of the Company’s Confidential and Proprietary Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Executive further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential and Proprietary Information.
 
  (e)   In the event that Executive is ordered to disclose any Confidential or Proprietary Information, whether in a legal or regulatory proceeding or otherwise, Executive shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure prior to the required disclosure.
 
  (f)   Executive acknowledges that the Confidential and Proprietary Information is of value to the Company by providing it with a competitive advantage over its competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Executive acknowledges that the Confidential and Proprietary Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all confidential and Proprietary Information under this Agreement constitutes trade secrets of the Company.
7.   NON-SOLICITATION
  (a)   Non-Solicitation. Executive agrees and acknowledges that, during his employment and for a period of one year following the termination or expiration of this Agreement (the “Non-Solicitation Restrictive Period”), he will not, directly or indirectly, in one or a series of transactions, as an individual or as a partner, joint venturer, employee, agent, salesperson, contractor, officer, director or otherwise, for the benefit of himself or any other person, partnership, firm,

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      corporation, association or other legal entity, use any confidential trade secret information of the Company to unlawfully:
  (i)   solicit or induce any customer, or any prospective customer, of the Company to patronize or do business with any business directly or indirectly in competition with the businesses conducted by the Company in any market in which the Company does business; or
 
  (ii)   canvass, or solicit from any customer, or any prospective customer, of the Company any such business relationship that is in competition with the Company; or
 
  (iii)   request or advise any customer or vendor, or any prospective customer or vendor, of the Company to withdraw, curtail or cancel any such customer’s or vendor’s business with the Company; or
 
  (iv)   recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company to discontinue, reduce or modify such employment, agency or business relationship with the Company; or
 
  (v)   solicit or seek to employ, directly or indirectly, any person or agent who is then (or was at any time within twelve (12) months prior to the date Executive or such entity employs or seeks to employ such person) employed or retained by the Company.
          Notwithstanding the foregoing restricted unlawful conduct, the parties agree that Executive may issue a general notification to customers upon the termination of the Agreement advising them of such termination and providing them with Executive’s contact information.
          If Executive violates Executive’s obligations under this Section 7(a), then the time periods hereunder shall be extended by the period of time equal to that period beginning when the activities constituting such violation commenced and ending when the activities constituting such violation terminated.
  (b)   Devotion to Employment. Executive shall devote substantially all of Executive’s business time and best efforts to the performance of Executive’s duties on behalf of the Company. During the Term, Executive shall not at any time or place or to any extent whatsoever, either directly or indirectly, without the express written consent of the Company (which consent can be withheld in the sole and absolute discretion of the Company), engage in any outside employment, or in any activity competitive with or adverse to Company’s business, practice or affairs, whether alone or as partner, member, officer, director, employee, shareholder of any corporation or as a trustee, fiduciary, consultant or other representative. This is not intended to prohibit Executive from engaging in nonprofessional activities such as personal investments or conducting to a reasonable extent private business affairs, as long as they do not conflict with the Company as determined by the Company. Participation to a reasonable extent in civic, social or community activities is encouraged.

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  (c)   Competing Business. During the Term, Executive shall not, directly or indirectly, (including, without limitation, as a partner, member, director, officer or employee of, or lender or consultant to, any other personal entity, or shareholder (other than as the holder of less than five percent (5%) of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, in any manner whatsoever, or in any other capacity, within, into or from the Restricted Territory (as defined below) engage or cause others to engage in the same or similar business as the Company and its subsidiaries, affiliates, or parent corporation or any aspect thereof, unless first authorized in writing by the Company, which authorization may be withheld in the sole and absolute discretion of Company. For purposes of this Section 7(c), the term “Restricted Territory” shall mean any geographical service area where the Company or any of its subsidiaries, affiliates or parent corporation is engaged in business, sells products, or performs services or has devoted resources to attempt to engage in business at any time, prior to the termination or at the time of termination or expiration. If Executive violates Executive’s obligations under this Section 7, then the time periods hereunder shall be extended by the period of time equal to that period beginning when the activities constituting such violation commenced and ending when the activities constituting such violation terminated.
 
  (d)   Judicial Amendment. If the scope of any provision of this Section 7 is found by a court of competent jurisdiction to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable for any reason, it shall not affect the validity of the remaining provisions of this Agreement.
8.   INJUNCTIVE RELIEF AND DAMAGES
  (a)   Injunction. Executive acknowledges and agrees that a breach of Section 6 or 7 will cause immediate and irreparable injury and damage to the Company and that, upon a breach of Section 6 or 7, the Company cannot be made whole or have its interests completely protected solely by a monetary award of damages. Accordingly, Executive agrees that, if he breaches or threatens to breach any of the terms of Section 6 or 7, the Company, shall be entitled to the issuance of a temporary and/or permanent injunction by any court of competent jurisdiction without the posting of any bond enjoining him from such unauthorized disclosure. The terms of Section 6 and 7 will survive the termination or expiration of this Agreement.
 
  (b)   Additional Remedies. The foregoing remedies are in addition to any other rights or remedies available to the Company.
 
  (c)   Attorney’s Fees. In the event the Company brings an action for breach or threat of a breach of any of the terms of Section 6 or 7 of this Agreement, the prevailing

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      party shall be entitled to recover the actual attorneys’ fees, costs and expenses incurred by the prevailing party in connection therewith.
9. INDEMNIFICATION
     To the fullest extent permitted by applicable law, the Company agrees to indemnify, defend and hold the Executive harmless from any and all claims, actions, costs, expenses, damages and liabilities, including, without limitation, reasonable attorneys’ fees, hereafter or heretofore arising out of or in connection with activities of the Company or its employees, including the Executive, or other agents in connection with and within the scope of this Agreement or by reason of the fact that he is or was a director or officer of the Company or any affiliate of the Company. To the fullest extent permitted by applicable law, the Company shall advance to the Executive expenses of defending any such action, claim or proceeding. However, the Company shall not indemnify the Executive or defend the Executive against, or hold him harmless from any claims, damages, expenses or liabilities, including attorneys’ fees, resulting from unlawful conduct on the part of Executive if, at the time of the unlawful conduct, the Executive believed the conduct to be unlawful. The duty to indemnify shall survive the expiration or early termination of this Agreement as to any claims based on facts or conditions which occurred or are alleged to have occurred prior to expiration or termination.
10. TAX WITHHOLDING
     All amounts paid to Executive hereunder shall be subject to all applicable federal, state and local wage withholding.
11. INSURANCE
     Executive acknowledges and agrees that the Company shall be entitled to obtain insurance on the life of Executive in the amount of one million dollars ($1,000,000). Such policy or policies shall be for the benefit, and name as loss payee thereon, the Company.
12. REPRESENTATION BY EMPLOYEE
     Executive represents and warrants that his entering into this Agreement does not, and that his performance under this Agreement and consummation of the transactions hereby will not, violate the provisions of any agreement or instrument to which Executive is a party or any decree, judgment or order to which Executive is subject, and that this Agreement constitutes a valid and binding obligation of Executive in accordance with its terms. A breach of this representation will render all of the Company’s obligations under this Agreement ab initio.
13. NOTICES
     Any notice required or permitted to be given by either party under or in connection with this Agreement shall be in writing and shall be deemed duly given (i) if personally delivered, (ii) if sent by registered or certified mail, return receipt requested, or (iii) if sent via facsimile transmission upon electronic confirmation of receipt thereof during normal business hours; to the applicable party at the address indicated below:
If to the Company:
Global Med Technologies, Inc.
12600 West Colfax Avenue
Suite C-420
Lakewood CO 80215-3734
Attention: Michael I. Ruxin, M.D.

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Chairman and CEO
Fax: (303) 238-3368

With a copy to: K&L Gates LLP
200 S. Biscayne Blvd., Suite 3900
Miami, FL 33131
Attention: Clayton E. Parker, Esq.
Fax: (305) 358-7095

If to Executive: Thomas F. Marcinek
1008 Morning Glory Ct.
El Dorado Hills, CA 95762
Attention: Tom Marcinek
Fax:

With a copy to: Cynthia A. Freeland
Schor & Freeland, LLP
600 B Street, Suite 2200
San Diego, CA 92101
Attention: Cynthia A. Freeland
Fax: (619) 906-2401
or, to such other address as shall be designated by such party in a written notice to the other party pursuant to the provisions of this Section 13. All such notices, requests, demands and other communications shall be effective when sent.
14. WAIVER
     This Agreement constitutes the entire agreement between the parties as to the subject matter hereof. Accordingly, there are no side agreements or verbal agreements other than those that are stated in this document. Any amendment, modification or change in said Agreements must be done so in writing and signed by both parties.
15. ASSIGNMENT AND BINDING EFFECT
     This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of the Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by the Executive. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives. Any successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

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16. SEVERABILITY
In the event a court or judge declares that any provision of this Agreement is invalid or unenforceable, it shall not affect or invalidate any of the remaining provisions. Further, the court shall have the authority to re-write that portion of the Agreement it deems unenforceable, to make it enforceable.
17. GOVERNING LAW
     The laws of the State of California shall govern the interpretation and application of all of the provisions of this Agreement.
[SIGNATURE PAGE TO FOLLOW]

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     IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective on the date set forth above.
             
THE COMPANY:       EXECUTIVE:
GLOBAL MED TECHNOLOGIES, INC.        
 
           
By:
  /s/ Michael I. Ruxin, M.D.       /s/ Thomas F. Marcinek
 
           
Name:
  Michael I Ruxin, M.D.       Thomas F. Marcinek, Individually
Title:
  Chief Executive Officer        

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EXHIBIT A
NOTIFICATION REGARDING CERTAIN
EXCLUSIONS FROM INVENTION ASSIGNMENTS

(California Employees)
     THIS IS TO NOTIFY you in accordance with Sections 2870 and 2872 of the California Labor Code that the invention assignment agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that either:
     1. Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or
     2. Result from any work performed by you for the Company.
     To the extent a provision in your employment agreement purports to require you to assign an invention otherwise excluded from being required to be assigned pursuant to the preceding paragraph, the provision is against the public policy of the State of California and is unenforceable.
     This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.
     The employee bears the burden of proving that an invention created by the employee should be excluded from the invention assignment agreement.
I ACKNOWLEDGE RECEIPT of a copy of this notification.
         
By:
  /s/ Thomas F. Marcinek
 
Thomas F. Marcinek
   
Date:
       

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Amendment to Employment Agreement
     This Amendment (the “Amendment”) is effective as of November 1, 2008 (the “Effective Date”), to amend that certain Executive Employment Agreement effective as of November 1, 2008 (the “Employment Agreement”), by and between Thomas F. Marcinek (“Executive”) and Global Med Technologies, Inc. (the “Company”). Except as otherwise provided herein, capitalized terms used in this Amendment shall have the meanings given to them in the Employment Agreement.
WITNESSETH:
WHEREAS, Executive and the Company entered into that certain Employment Agreement effective as of November 1, 2008; and
WHEREAS, the parties hereto desire to amend the Employment Agreement to reflect certain clarifications with respect to the severance provisions.
NOW, THEREFORE, in for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
     A. The following language shall be inserted at the end of the last sentence of Section 4(b) of the Employment Agreement:
“unless the Competing Business employs Executive as a result of such Competing Business (i) becoming the successor corporation in connection with a merger, consolidation or reorganization of the Company, (ii) acquiring all or substantially all of the Company’s assets, or (iii) acquiring beneficial ownership of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities.”
     B. Other than as expressly modified by this Amendment, all the other provisions of the Employment Agreement shall remain unchanged and shall continue in full force and effect in accordance with the terms and provisions thereof.
[SIGNATURE PAGE TO FOLLOW]

 


 

     IN WITNESS WHEREOF, the Company and Executive have executed this Amendment to Employment Agreement as of the Effective Date.
             
THE COMPANY:       EXECUTIVE:
GLOBAL MED TECHNOLOGIES, INC.        
 
           
By:
  /s/ Michael I. Ruxin, M.D.       /s/ Thomas F. Marcinek
 
           
Name:
  Michael I. Ruxin, M.D.       Thomas F. Marcinek, Individually
Title:
  Chief Executive Officer        

 

EX-99.E.9 4 g22113exv99wew9.htm EX-99.E.9 exv99wew9
Exhibit (e)(9)
EXECUTIVE EMPLOYMENT AGREEMENT
     THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 1, 2008 (the “Effective Date”), by and between Darren Craig (“Executive ”) and Global Med Technologies, Inc. (the “Company”) .
RECITALS
     The Company wishes to retain the services of Executive pursuant to this Agreement, the terms and provisions of which are set forth below .
     NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:
1. POSITION AND DUTIES
  (a)   During the Term (as defined in Section 3), Executive will be employed by the Company as a Vice-President — Finance and shall be responsible for the executive and administrative duties, functions and privileges incumbent with the position of Vice President — Finance, shall report to the Chief Financial Officer or his/her designee, and shall perform such other duties as from time to time determined by the Company.
 
  (b)   Executive shall serve the Company faithfully, loyally, honestly, and to the best of Executive’s ability. Executive will devote substantially all of Executive’s business time to the performance of Executive’s duties for, and in the business and affairs of, the Company.
2. BASE SALARY
     Commencing on the Effective Date and, unless terminated earlier pursuant to the terms of this Agreement, during the remaining Term of this Agreement, Executive’s annual base salary will be One Hundred Fifty-Seven Thousand Five Hundred Dollars ($157,500), payable in accordance with the Company’s customary payroll practices as are in effect from time to time (“Base Salary”).
3. TERM
     The “Initial Term ” of this Agreement shall begin on the Effective Date and shall expire on the first (1st) anniversary of the date hereof, unless sooner terminated in accordance with the provisions of this Agreement . The Initial Term and each renewal term thereafter shall be automatically renewed for successive one (1) year periods, unless the Company shall have provided written notice to Executive at least thirty (30) days prior to the expiration of the then current term of its intent not to renew this Agreement (each extension period following the Initial Term shall be referred to as a “Renewal Term”) . The Initial Term and all Renewal Term(s), if any, shall be referred to collectively as the “Term”.
4. TERMINATION OF EMPLOYMENT
  (a)   Termination Without Good Reason or Termination for Cause.
  (i)   If, prior to the expiration of the Term, Executive’s employment is terminated by the Company for “Cause” (as defined below) or if Executive resigns from his employment hereunder without “Good Reason” (as defined below), Executive shall be entitled to payment of (A) his Base Salary accrued up to and including

 


 

      the date of termination or resignation, including any accrued or unused vacation time, and (13) any unreimbursed expenses. Except to the extent required by the terms of the benefits provided in Section 5 or applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation or thereafter.
 
  (ii)   Termination for “Good Reason” shall mean a termination by Executive of his employment if, without Executive’s consent, any of the following events occur: (a) a decision by the Company to terminate its business and liquidate its assets; (b) the Company makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, there shall have been filed any petition or application for the involuntary bankruptcy of the Company, or other similar proceeding, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more, or the Company seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Company or any material party of its assets without Executive’s consent, the Company; (c) the Company diminishes Executive’s title; (d) the Company materially diminishes Executive’s duties; (e) the Company assigns duties and responsibilities to Executive that are materially inconsistent with those assigned as of the Effective Date; (f) the Company reduces Executive’s Base Salary (not including bonus or incentive compensation) other than any such reduction which is part of, and generally consistent with, a general reduction of officers’ salaries; (g) the Company materially reduces the kind or level of employee benefits (other than salary and incentive compensation bonus) to which the Executive is entitled immediately prior to such reduction with the result that the Executive’s overall benefits package (other than salary and incentive compensation/bonus) is substantially reduced (other than any such reduction applicable to officers of the Company generally); or (h) the Company materially breaches this Agreement.
 
  (iii)   Termination for “Cause” shall mean a termination of Executive’s employment with the Company because of (A) a plea of guilty or nolo contendere, or conviction for, the commission of a felony offense by Executive; (B) the involvement by Executive as a party to any litigation or regulatory proceeding or in any other circumstance known to the general public that, in the good faith determination of the Board of Directors of the Company, is reasonably certain to subject Executive, the Company or its affiliates to disrepute, ridicule, contempt or scandal or that is reasonably certain to reflect unfavorably upon the reputation of Executive, the Company or its affiliates or the Company’s products or technologies, except that this subsection (iii)(B) does not apply to claims that Executive may bring against the Company that are protected by law; (C) the willful failure to perform in any material respect Executive’s duties; (D) an intentional act of fraud, embezzlement, theft or a dishonest act against the Company or its affiliates; (E) a material breach by Executive of the terms and provisions of the Agreement; or (F) a violation by Executive of a fiduciary duty or duty of loyalty to the Company.

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  (iv)   Termination by Executive of his employment for Good Reason shall be communicated by delivery to the Company of a written notice from the Executive stating that Executive is terminating the employment for Good Reason, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Good Reason under Section 4(a)(ii)(c),(d),(e),(f),(g) or (h), the Company shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Good Reason. Upon a cure or correction thereof within such thirty (30) day cure period by the Company to the reasonable satisfaction of Executive, the action shall no longer constitute Good Reason for purposes of this Agreement.
 
  (v)   Termination of Executive’s employment for Cause shall be communicated by delivery to Executive of a written notice from the Company stating that Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Cause under Section 4(a)(iii)(E) or (F), Executive shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Cause. Upon a cure or correction thereof within such thirty (30) day cure period by Executive to the reasonable satisfaction of the Company, the action shall no longer constitute Cause for purposes of this Agreement. Executive shall not be entitled to a cure period for a repeated breach of the same Section of this Agreement.
 
  (vi)   The date of a resignation by Executive without Good Reason shall be the date specified in a written notice of resignation from Executive to the Company, provided that, Executive shall provide at least thirty (30) days’ advance written notice of his resignation.
     (b) Payments Upon a Termination Without Cause, Termination With Good Reason or Non-Renewal of Agreement. If, the Company terminates Executive’s employment for any reason other than Disability, Death or Cause (such termination hereinafter referred to as “Termination Without Cause”) or the Company fails to renew this Agreement after the expiration of the Initial Term or any Renewal Term thereafter, or Executive terminates his employment for “Good Reason”, Executive shall be entitled to (A) continuation of benefits for the remainder of the Initial Term or the then current Renewal Term, if any, and (B) payment of any unreimbursed expenses. In addition, subject to Executive’s execution and delivery of a release in the form then deemed appropriate by the Company, Executive shall be entitled to severance consisting of continuation of his Base Salary, at the rate in effect on the date of the termination or date of nonrenewal, from the date of such termination or non-renewal up to the earlier of (i) the date Executive elects to engage or cause others to engage in a Competing Business (defined below) or (ii) six (6) months following the date of the termination or non-renewal. The date of termination of employment for Termination Without Cause shall be the date specified in the written notice of termination provided by the Company to Executive. The date of termination for Good Reason shall be the date of expiration of the cure period set forth in Section 4(a)(iv) hereof. Except as specifically set forth above, Executive covenants and agrees that he shall not be entitled to any other form of severance benefits from the Company, including, without limitation, benefits otherwise payable under the Company’s regular severance policies, if any, in the event his employment ends for any reason and, except with respect to obligations of the Company expressly provided for herein, Executive unconditionally releases the Company and its subsidiaries and affiliates, and their respective directors, officers, employees and stockholders, or any of them, from any and all claims, liabilities, or obligations under any severance arrangements of the Company or any of its subsidiaries or affiliates. A “Competing Business” shall mean and refer to a business involving the design, development, marketing and/or support

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of information management software products for blood banks, hospitals, centralized transfusion services or other health care related facilities.
     (c) Termination due to Disability. In the event of Executive’s Disability, the Company shall be entitled to terminate his employment. In the case that the Company terminates Executive’s employment due to Disability, Executive shall be entitled to his Base Salary, including any accrued but unused vacation time, up to and including the date of termination as well as any unpaid expense reimbursements. As used in this Section 4(c), the term “Disability” shall mean the Company’s determination that due to physical or mental illness or incapacity, whether total or partial, Executive is substantially unable (with or without a reasonable accommodation) to perform his duties hereunder for a period of thirty (30) consecutive days or shorter periods aggregating sixty (60) days during any period of one hundred eighty (180) consecutive days.
     (d) Death. This Agreement shall terminate automatically on Executive’s death. Any Base Salary, including any accrued but unused vacation time, earned by Executive for services rendered prior to Executive’s death and any unpaid expense reimbursements shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. No other benefits shall be payable to Executive’s estate or heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained in whole or in part by the Company for the benefit of Executive, his estate or heirs.
     (e) Timing of Payments. Notwithstanding any other provision with respect to the timing of payments under this Section 4, if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code (the “Code”), and any successor statute, regulation and guidance thereto) of the Company, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which Executive may become entitled under this Section 4 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first (151) business day of the seventh (7th) month following the termination of Executive’s employment with the Company, at which time Executive shall be paid an aggregate amount equal to six (6) months of payments otherwise due to Executive under the terms of this Section 4. After the first business day of the seventh (7th) month following the termination of Executive’s employment and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive in accordance with the terms of the applicable provision of Section 4.
5. BENEFITS
  (a)   Executive will be entitled to participate in all employee benefit plans which maybe instituted by the Company in its sole discretion, subject to restrictions. The foregoing shall not be construed to limit the ability of the Company to amend, modify or terminate any such benefit plans, policies or programs at any time and from time to time.
 
  (b)   Executive’s vacation is to accrue on a pro-rata basis as required by California law and to be taken in accordance with Company’s standard vacation policies. Unused vacation shall accrue in accordance with then-current Company policies. The Company’s paid holidays are in addition to the above-referenced vacation time.
 
  (c)   In addition to the compensation and benefits provided above, the Company shall, upon receipt of appropriate documentation, reimburse Executive for his reasonable and pre-approved travel, lodging, entertainment, promotion, and other ordinary and necessary business expenses consistent with the Company’s policies. No expense or reimbursement

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      under this Section 5 shall be “grossed up” or increased to take into account any tax liability incurred by Executive as a result of such payment or reimbursement.
 
  (d)   Upon a Change of Control of the Company, all Company stock options held by Executive shall vest immediately. For purposes of this Agreement, a “Change of Control” means when: (i) there is any transaction or series of related transactions (including but not limited to a merger or reorganization) pursuant to which a person, other than the Company, acquires directly or indirectly, the beneficial ownership of securities issued by the Company having greater than fifty percent (50%) or more of the voting power of all of the voting securities issued by the Company; or (ii) the Company consolidates with or merges with or into any person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person; or (iii) individuals who on the Effective Date constituted the Board of Directors of the Company cease for any reason to constitute a majority of such Board of Directors.
6. CONFIDENTIALITY AND NON-DISCLOSURE
(a) Inventions. The Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all proprietary software and inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Company or Executive prior to and during the Term of this Agreement in connection with or relating to the Company’s business (collectively, “Inventions”) and Executive will promptly disclose and provide all Inventions to the Company. All Inventions are work made for hire to the extent allowed by law and, in addition, Executive hereby makes all assignments necessary to accomplish the foregoing ownership. Executive shall further assist the Company, and execute any documents requested by the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. By signing this Agreement, Executive acknowledges that he has been informed and advised of California Labor Code section 2870 relating to the assignment of inventions as set forth in the “Notice” attached as Exhibit “A” to this Agreement.
(b) Proprietary Information. Executive agrees that all Inventions, and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees), the Company or Executive develops, learns or obtains prior to and during the term hereof that relate to the Company or the business or anticipated business of Company or that are received by or for the Company in confidence, which is not information in the public domain, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except in performing hereunder, use any Proprietary Information. Upon termination and as otherwise requested by the Company, Executive will promptly return to the Company all items and copies containing or embodying Proprietary Information, including, but not limited to, any copies of documents, computer print-outs, computer tapes, floppy disks, CD ROMS, etc., in any form, format or manner whatsoever. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that Executive’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
(c) Confidential Information. The parties acknowledge that during the Term, Executive will perform essential services for the Company, its employees and shareholders, and for customers of the Company. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with the Company’s clients and customers on a first-hand basis and will gain

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valuable insight as to the clients’ operations, personnel and need for services. In addition, Executive will have access to, and be required to work with, a considerable amount of the Company’s Proprietary Information. All business practices, techniques or processes that (i) derive independent economic value, actual or potential from not being generally known to, and not being; readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, are confidential (the “Confidential Information”) and/or Proprietary. This includes, but is not limited to information concerning the Company’s intellectual property (including proprietary software), methods of operation, financial information, strategic planning, operational budgets and strategies, payroll data, management systems programs, computer systems, marketing plans and strategies, merger and acquisition strategies, customer lists, customer contracts, files, letters, memoranda, reports, records, data, employee lists, salary information, training manuals, and other materials and business information of a similar nature, including information about the Company itself, which Executive acknowledges and agrees has been compiled by the Company’s expenditure of a great amount of time, money and effort, and that contains detailed information that could not be created independently from public sources. Further, all data, spreadsheets, reports, records, know-how, verbal communication, proprietary and technical information and/or other confidential materials of a similar kind transmitted by the Company to Executive are also Confidential and/or Proprietary Information. (d) All Confidential and Proprietary Information is considered highly sensitive and strictly confidential. Executive agrees that at all times during the Term and after the termination of employment with the Company for as long as such information remains non-public information, Executive shall (i) hold in confidence and refrain from disclosing to any other party all Confidential and Proprietary Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a nondisclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his employment with the Company and for no other purpose, (iii) take all precautions necessary to ensure that the Confidential and Proprietary Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential and Proprietary Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential or Proprietary Information, unless expressly permitted by this Agreement. Executive agrees that protection of the Company’s Confidential and Proprietary Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Executive further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential and Proprietary Information. (e) In the event that Executive is ordered to disclose any Confidential or Proprietary Information, whether in a legal or regulatory proceeding or otherwise, Executive shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. (f) Executive acknowledges that the Confidential and Proprietary Information is of value to the Company by providing it with a competitive advantage over its competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Executive acknowledges that the Confidential and Proprietary Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all confidential and Proprietary Information under this Agreement constitutes trade secrets of the Company.

- 6 -


 

7. NON-SOLICITATION
  (a)   Executive agrees and acknowledges that, during his employment and for a period of one year following the termination or expiration of this Agreement (the “Non-Solicitation Restrictive Period”), he will not, directly or indirectly, in one or a series of transactions, as an individual or as a partner, joint venturer, employee, agent, salesperson, contractor, officer, director or otherwise, for the benefit of himself or any other person, partnership, firm, corporation, association or other legal entity, use any confidential trade secret information of the Company to unlawfully:
(i) solicit or induce any customer, or any prospective customer, of the Company to patronize or do business with any business directly or indirectly in competition with the businesses conducted by the Company in any market in which the Company does business; or
(ii) canvass, or solicit from any customer, or any prospective customer, of the Company any such business relationship that is in competition with the Company; or
(iii) request or advise any customer or vendor, or any prospective customer or vendor, of the Company to withdraw, curtail or cancel any such customer’s or vendor’s business with the Company; or
(iv) recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company to discontinue, reduce or modify such employment, agency or business relationship with the Company; or
(v) solicit or seek to employ or retain any person or agent who is then (or was at any time within twelve (12) months prior to the date Executive or such entity employs or seeks to employ such person) employed or retained by the Company.
     Notwithstanding the foregoing the parties agree that Executive may issue a general notification to customers upon the termination of the Agreement advising them of such termination and providing them with Executive’s contact information.
     If Executive violates Executive’s obligations under this Section 7(a), then the time periods hereunder shall be extended by the period of time equal to that period beginning when the activities constituting such violation commenced and ending when the activities constituting such violation terminated.
  (b)   Devotion to Employment. Executive shall devote substantially all of Executive’s business time and best efforts to the performance of Executive’s duties on behalf of the Company. During the Term, Executive shall not at any time or place or to any extent whatsoever, either directly or indirectly, without the express written consent of the Company (which consent can be withheld in the sole and absolute discretion of the Company), engage in any outside employment, or in any activity competitive with or adverse to Company’s business, practice or affairs, whether alone or as partner, member, officer, director, employee, shareholder of any corporation or as a trustee, fiduciary, consultant or other representative. This is not intended to prohibit Executive from engaging in nonprofessional activities such as personal investments or conducting to a reasonable extent private business affairs, as long as they do not conflict with the

- 7 -


 

      Company as determined by the Company. Participation to a reasonable extent in civic, social or community activities is encouraged.
 
  (c)   Competing Business . During the Term, Executive shall not, directly or indirectly, (including, without limitation, as a partner, member, director, officer or employee of, or lender or consultant to, any other personal entity, or shareholder (other than as the holder of less than five percent (5%) of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market)), for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, in any manner whatsoever, or in any other capacity, within, into or from the Restricted Territory (as defined below) engage or cause others to engage in the same or similar business as the Company and its subsidiaries affiliates or parent corporation or any aspect thereof, unless first authorized in writing by the Company, which authorization may be withheld in the sole and absolute discretion of Company. For purposes of this Section 7, the term “Restricted Territory” shall mean any geographical service area where the Company or any of its subsidiaries, affiliates or parent corporation is engaged in business sells products or performs services or has devoted resources to attempt to engage in business at any time, prior to the termination or at the time of termination or expiration. If Executive violates Executive’s obligations under this Section 7, then the time periods hereunder shall be extended by the period of time equal to that period beginning when the activities constituting such violation commenced and ending when the activities constituting such violation terminated.
 
  (d)   Judicial Amendment. If the scope of any provision of this Section 7 is found by a court of competent jurisdiction to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable for any reason, it shall not affect the validity of the remaining provisions of this Agreement.
8. INJUNCTIVE RELIEF AND DAMAGES
  (a)   Injunction. Executive acknowledges and agrees that a breach of Section 6 or 7 will cause immediate and irreparable injury and damage to the Company and that, upon a breach of Section 6 or 7, the Company cannot be made whole or have its interests completely protected solely by a monetary award of damages. Accordingly, Executive agrees that, if he breaches or threatens to breach any of the terms of Section 6 or 7, the Company shall be entitled to the issuance of a temporary and/or permanent injunction by any court of competent jurisdiction without the posting of any bond enjoining him from such unauthorized disclosure. The terms of Section 6 and 7 will survive the termination or expiration of this Agreement.
 
  (b)   Right of Set-Off. In addition to the foregoing and any other remedies that the Company may have, Executive agrees that, if Executive breaches Section 6 or 7 of this Agreement, the Company shall have a right of set-off against any amounts payable or owed to

- 8 -


 

      Executive pursuant to this Agreement, excluding any earned but unpaid salary and vacation time.
 
  (c)   Termination of Options. In addition to the foregoing and any other remedies that the Company may have, Executive acknowledges and agrees that, if Executive breaches Section 6 or 7 of this Agreement, the Company shall have the right in its sole discretion to terminate any and all of Executive’s granted, nongranted, vested and unvested Company stock options.
 
  (d)   Additional Remedies. The foregoing remedies are in addition to any other rights or remedies available to the Company.
 
  (e)   Attorney’s Fees. In the event Executive breaches or threatens to breach any of the terms of Section 6 or 7 of this Agreement, the Company shall be entitled to recover the actual attorneys’ fees, costs and expenses incurred by the Company in connection therewith.
9. TAX WITHHOLDING
     All amounts paid to Executive hereunder shall be subject to all applicable federal, state and local wage withholding.
10. REPRESENTATION BY EMPLOYEE
     Executive represents and warrants that his entering into this Agreement does not, and that his performance under this Agreement and consummation of the transactions hereby will not, violate the provisions of any agreement or instrument to which Executive is a party or any decree, judgment or order to which Executive is subject, and that this Agreement constitutes a valid and binding obligation of Executive in accordance with its terms. A breach of this representation will render all of the Company’s obligations under this Agreement ab initio.
11. NOTICES
     Any notice required or permitted to be given by either party under or in connection with this Agreement shall be in writing and shall be deemed duly given (i) if personally delivered, (ii) if sent by registered or certified mail, return receipt requested, or (iii) if sent via facsimile transmission upon electronic confirmation of receipt thereof during normal business hours, to the applicable party at the address indicated below:
If to the Company:
Global Med Technologies, Inc.
12600 West Colfax Avenue
Suite C-42 0
Lakewood CO 80215-3734
Attention:Michael I. Ruxin, M .D., Chairman and CEO
Fax: (303) 238-3368
With a copy to:
K&L Gates LLP
200 S. Biscayne Blvd., Suite 3900

- 9 -


 

Miami, FL 33131
Attention: Clayton E. Parker, Esq.
Fax: (305) 358-7095
If to Executive:
1403 Blossom Hill Way
Roseville, CA 95661
Attention: Darren Craig
Fax:
With a copy to:
Attention:
Fax:
or, to such other address as shall be designated by such party in a written notice to the other party pursuant to the provisions of this Section 11. All such notices, requests, demands and other communications shall be effective when sent.
12. WAIVER
     This Agreement constitutes the entire agreement between the parties as to the subject matter hereof. Accordingly, there are no side agreements or verbal agreements other than those that are stated in this document. Any amendment, modification or change in said Agreements must be done so in writing and signed by both parties.
13. ASSIGNMENT
     Neither party shall assign or transfer its rights, or delegate its obligations under this Agreement to a third party without prior written approval of the other party.
14. SEVERABILITY
     In the event a court or judge declares that any provision of this Agreement is invalid or unenforceable, it shall not affect or invalidate any of the remaining provisions. Further, the court shall have the authority to re-write that portion of the Agreement it deems unenforceable, to make it enforceable.
15. GOVERNING LAW
     The laws of the State of California shall govern the interpretation and application of all of the provisions of this Agreement.

- 10 -


 

     IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective on the date set forth above.
                 
THE COMPANY:            EXECUTIVE:
GLOBAL MED TECHNOLOGIES, INC.            
 
               
By:
  /s/ Michael I. Ruxin, M.D.       By:   /s/ Darren Craig
 
               
 
  Name: Michael I. Ruxin, M.D.           Darren Craig, Individually
 
  Title: Chief Executive Officer            

- 11 -


 

EXHIBIT A
NOTIFICATION REGARDING CERTAIN
EXCLUSIONS FROM INVENTION ASSIGNMENTS
(California Employees)
     THIS IS TO NOTIFY you in accordance with Sections 2870 and 2872 of the California Labor“Code that the invention assignment agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that either:
     1. Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or
     2. Result from any work performed by you for the Company.
     To the extent a provision in your employment agreement purports to require you to assign an invention otherwise excluded from being required to be assigned pursuant to the preceding paragraph, the provision is against the public policy of the State of California and is unenforceable.
     This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.
     The employee bears the burden of proving that an invention created by the employee should be excluded from the invention assignment agreement.
     I ACKNOWLEDGE RECEIPT of a copy of this notification.
             
 
  By: Darren Craig        
 
           
 
     /s/ Darren Craig
 
Date: October 13, 2009
       

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EXECUTIVE EMPLOYMENT AGREEMENT
Amendment 1
The parties to the Executive Employment Agreement (“Agreement”) between Global Med Technologies, Inc. (the “Company”) and Darren Craig (“Executive”) that was made effective as of November 1, 2008, hereby desire to amend the Agreement. Unless specifically amended herein, all other terms and conditions of the Agreement remain unchanged. This Amendment 1 (“Amendment 1”) hereby amends the Agreement as follows:
The following is hereby added to Section 2 of the Agreement:
“Executive, as Acting CFO, shall receive a temporary increase in salary of $1,000.00 per pay period, beginning October 1, 2009, until a CFO is hired by the Company. When a CFO is hired, Executive’s salary will revert back to his then current salary as Vice President of Finance in the amount of $157,500.00, unless such salary has been approved for increase.”
Section 4 (a)(vi) is hereby modified as follows:
“Executive agrees that the written notice of resignation will be extended from the thirty (30) days to ninety (90) days.”
Section 4 (b)(B)(ii) of the Agreement is hereby permanently modified as follows:
(deleted)
(ii) six (6) months following the date of termination or non-renewal.
(added)
(ii) nine (9) months following the date of termination or non-renewal.
     IN WITNESS WHEREOF, the Company and Executive have executed this Amendment 1 effective on the date set forth above.
                 
THE COMPANY:       EXECUTIVE:    
GLOBAL MED TECHNOLOGIES, INC.            
 
               
By:
Name:
  /s/ Michael I. Ruxin, M.D.
 
Michael I. Ruxin, M.D.
      /s/ Darren Craig
 
Darren Craig, Individually
   
Title:
  Chief Executive Officer            

EX-99.E.11 5 g22113exv99wew11.htm EX-99.E.11 exv99wew11
Exhibit (e)(11)
EXECUTIVE EMPLOYMENT AGREEMENT
Amendment 1
The parties to the Executive Employment Agreement (“Agreement”) between Global Med Technologies, Inc. (the “Company”) and Scott Dustin (“Executive”) that was made effective as of November 1, 2008, hereby desire to amend the Agreement. Unless specifically amended herein, all other terms and conditions of the Agreement remain unchanged. This Amendment 1 (“Amendment 1”) hereby amends the Agreement as follows:
Section 4(b)(B)(ii) of the Agreement is hereby permanently modified as follows:
(deleted)
(ii) six (6) months following the date of termination or non-renewal.
(added)
(ii) nine (9) months following the date of termination or non-renewal.
     IN WITNESS HEREOF, the Company and Executive have executed this Amendment 1 effective on the date set forth above.
                 
THE COMPANY:       EXECUTIVE:    
GLOBAL MED TECHNOLOGIES, INC.            
 
               
By:
  /s/ Michael I. Ruxin, M.D.       /s/ Scott Dustin    
                 
Name:
  Michael I. Ruxin, M.D.       Scott Dustin, Individually    
                 
Title:
  Chief Executive Officer            
                 

EX-99.E.12 6 g22113exv99wew12.htm EX-99.E.12 exv99wew12
Exhibit (e)(12)
               
           
 
District Court, Jefferson County, Colorado
Court Address: 100 Jefferson County Parkway
               Golden, Colorado 80401
    EFILED Document
CO Jefferson County District Court 1st. JD
Filing Date: Feb 9 2010 1:40PM MST
Filing ID: 29477799
Review Clerk: Matt J. Forbes 
     
 
 
           
 
 
           
 
Plaintiff: CARMELO J. CORICA, on behalf of himself and all others similarly situated,
           
 
 
           
 
v.
           
 
 
    5    COURT USE ONLY   5      
           
 
Defendants: MICHAEL RUXIN, THOMAS MARCINEK, SARAH EAMES, T. KENDALL HUNT, ROBERT GILMORE, GLOBAL MED TECHNOLOGIES, INC., HAEMONETICS CORPORATION, AND ATLAS ACQUISITION CORP.
    Case Number: 2010CV673      
 
 
    Division:   8      Courtroom:      
           
  DISTRICT COURT CIVIL SUMMONS
 
           
TO THE ABOVE NAMED DEFENDANT: Global Med Technologies, Inc.
YOU ARE HEREBY SUMMONED and required to file with the Clerk of this Court an answer or other response to the attached Complaint. If service of the Summons and Complaint was made upon you within the State of Colorado, you are required to file your answer or other response within 20 days after such service upon you. If service of the Summons and Complaint was made upon you outside of the State of Colorado, you are required to file your answer or other response within 30 days after such service upon you. Your answer or counterclaim must be accompanied with the applicable filing fee.
If you fail to file your answer or other response to the Complaint in writing within the applicable time period, the Court may enter judgment by default against you for the relief demanded in the Complaint without further notice.
Dated: 2/10/2010
     
 
  Clerk of Court/Clerk
 
   
 
  /s/ Kip B. Shuman
 
   
 
  Signature of Plaintiffs Counsel
 
   
 
  885 Arapahoe Avenue, Boulder, CO 80302
 
   
 
  Address of Plaintiffs Counsel
 
   
 
  303.861.3003 
 
   
 
  Plaintiffs Counsel’s Phone Number
This Summons is issued pursuant to Rule 4, C.R.C.P., as amended. A copy of the Complaint must be served with this Summons. This form should not be used where service by publication is desired.
JDF 600 R12/07   DISTRICT COURT CIVIL SUMMONS

 


 

               
           
 
o Small Claims o County Court x District Court
o Probate Court o Juvenile Court o Water Court
City and County of Golden, Colorado
Court Address: 100 Jefferson County Parkway
                           Golden, Colorado 80401
    EFILED Document
CO Jefferson County District Court 1st. JD
Filing Date: Feb 9 2010 1:40PM MST
Filing ID: 29477799
Review Clerk: Matt J. Forbes
 
     
 
 
           
 
Plaintiff: CARMELO J. CORICA, on behalf of himself and all others similarly situated,
           
 
 
           
 
v.
           
 
 
           
 
Defendants: MICHAEL RUXIN, THOMAS MARCINEK, SARAH EAMES, T. KENDALL HUNT, ROBERT GILMORE, GLOBAL MED TECHNOLOGIES, INC., HAEMONETICS CORPORATION, and ATLAS ACQUISITION CORP.
    5   COURT USE ONLY   5      
 
 
           
         
 
Attorneys for Plaintiff and Class:
    Case Number:      
 
 
           
 
Kip B. Shuman
    Ctrm:      
 
Rusty E. Glenn
THE SHUMAN LAW FIRM
885 Arapahoe Avenue
Boulder, CO 80302
(303) 861-3003
(303) 484-4886 (fax)
           
           
 
 
           
  CLASS ACTION COMPLAINT
 
 
 
           
           
     Plaintiff, by his attorneys, alleges upon information and belief, except for his own acts, which are alleged on knowledge, as follows:
     1. Plaintiff brings this action on behalf of the public stockholders of Global Med Technologies, Inc. (“Global Med” or the “Company”) against Defendants, Global Med and its Board of Directors seeking equitable relief for their breaches of fiduciary duty and other violations of state law arising a proposed transaction in which Defendants Haemonetics Corporation and Atlas Acquisition Corp. (collectively “Haemonetics”) seek to acquire all the outstanding shares of Global Med common stock

 


 

through a cash tender offer by means of an unfair process and for an unfair price of $1.22 per share (the “Proposed Transaction”).1 The Proposed Transaction is valued at approximately $60 million.
PARTIES
     2. Plaintiff is, and has been at all relevant times, the owner of shares of common stock of Global Med.
     3. Global Med is a corporation organized and existing under the laws of the State of Colorado. It maintains its principal corporate offices at 12600 West Colfax, Suite C-420, Lakewood, CO 80215, and designs, develops, markets, and supports information management software products for blood banks, hospitals, centralized transfusion centers, and other health care related facilities.
     4. Defendant Michael Ruxin (“Ruxin”), the founder of Global Med, has been an officer and director of Global Med since its incorporation in 1989 and is currently the Chairman and Chief Executive Officer.
     5. Defendant Thomas Marcinek (“Marcinek”) has been the President, Chief Operating Officer, and a director of the Company since 2006.
     6. Defendant Sarah Eames (“Eames”) has been a director of the Company since 2006.
     7. Defendant T. Kendall Hunt (“Hunt”) has been a director of the Company since 2006.
     8. Defendant Robert Gilmore (“Gilmore”) has been a director of the Company since 2006.
     9. Defendants referenced in ¶¶4 through 8 are collectively referred to as Individual Defendants and/or the Global Med Board. The Individual Defendants as officers and/or directors of Global Med, have a fiduciary relationship with Plaintiff and other public shareholders of Global Med and owe them the highest obligations of good faith, fair dealing, loyalty and due care.
 
1   As part of the Proposed Transaction, Haemonetics is also purchasing all of the Series A Convertible Preferred Stock of the Company for $1,694 per share.

- 2 -


 

     10. Defendant Haemonetics Corporation is a Massachusetts corporation with its headquarters located in Massachusetts that provides blood management solutions primarily in the United States, Europe, and Asia.
     11. Defendant Atlas Acquisition Corp. is a Colorado corporation wholly owned by Haemonetics Corporation that was created for the purposes of effectuating the Proposed Transaction.
INDIVIDUAL DEFENDANTS’ FIDUCIARY DUTIES
     12. By reason of Individual Defendants’ positions with the Company as officers and/or directors, they are in a fiduciary relationship with Plaintiff and the other public shareholders of Global Med and owe them, as well as the Company, a duty of highest good faith, fair dealing, loyalty and full, candid and adequate disclosure, as well as a duty to maximize shareholder value.
     13. Where the officers and/or Directors of a publicly traded corporation undertake a transaction that will result in either: (i) a change in corporate control; (ii) a break up of the corporation’s assets; or (iii) sale of the corporation, the Directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with their fiduciary duties, the Directors and/or officers may not take any action that:
          (a) adversely affects the value provided to the corporation’s shareholders;
          (b) favors themselves or will discourage or inhibit alternative offers to purchase control of the corporation or its assets;
          (c) contractually prohibits them from complying with their fiduciary duties;
          (d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or
          (e) will provide the Directors and/or officers with preferential treatment at the expense of, or separate from, the public shareholders.

- 3 -


 

     14. In accordance with their duties of loyalty and good faith, the Individual Defendants, as Directors and/or officers of Global Med, are obligated to refrain from:
          (a) participating in any transaction where the directors or officers’ loyalties are divided ;
          (b) participating in any transaction where the directors or officers receive, or are entitled to receive, a personal financial benefit not equally shared by the public shareholders of the corporation; and/or
          (c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.
     15. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction are knowingly or recklessly violating their fiduciary duties, including their duties of loyalty, good faith and independence owed to Plaintiff and other public shareholders of Global Med, or are aiding and abetting others in violating those duties.
     16. Defendants also owe the Company’s stockholders a duty of candor, which includes the disclosure of all material facts concerning the Proposed Transaction and, particularly, the fairness of the price offered for the stockholders’ equity interest. Defendants are knowingly or recklessly breaching their fiduciary duties of candor by failing to disclose all material information concerning the Proposed Transaction, and/or aiding and abetting other Defendants’ breaches.
CONSPIRACY, AIDING AND ABETTING AND CONCERTED ACTION
     17. In committing the wrongful acts alleged herein, each of the Defendants has pursued, or joined in the pursuit of, a common course of conduct, and acted in concert with and conspired with one another, in furtherance of their common plan or design. In addition to the wrongful conduct herein alleged as giving rise to primary liability, the Defendants further aided and abetted and/or assisted each other in breach of their respective duties as herein alleged.

- 4 -


 

     18. During all relevant times hereto, the Defendants, and each of them, initiated a course of conduct which was designed to and did : (i) permit Haemonetics to attempt to eliminate the public shareholders’ equity interest in Global Med pursuant to a defective sales process, and (ii) permit Haemonetics to buy the Company for an unfair price. In furtherance of this plan, conspiracy and course of conduct, Defendants, and each of them, took the actions as set forth herein.
     19. Each of the Defendants herein aided and abetted and rendered substantial assistance in the wrongs complained of herein. In taking such actions, as particularized herein, to substantially assist the commission of the wrongdoing complained of, each Defendant acted with knowledge of the primary wrongdoing, substantially assisted the accomplishment of that wrongdoing, and was aware of his or her overall contribution to, and furtherance of, the wrongdoing. The Defendants’ acts of aiding and abetting included, inter alia, the acts each of them are alleged to have committed in furtherance of the conspiracy, common enterprise and common course of conduct complained of herein.
CLASS ACTION ALLEGATIONS
     20. Plaintiff brings this action on its own behalf and as a class action on behalf of all owners of Global Med common stock and their successors in interest, except Defendants and their affiliates (the “Class”).
     21. This action is properly maintainable as a class action for the following reasons:
          (a) the Class is so numerous that joinder of all members is impracticable. As of February 3, 2010, Global Med has approximately 36.34 million shares outstanding.
          (b) questions of law and fact are common to the Class, including, inter alia, the following :
  (i)   Have the Individual Defendants breached their fiduciary duties owed by them to Plaintiff and the others members of the Class;
 
  (ii)   Are the Individual Defendants, in connection with the Proposed Transaction of Global Med by Haemonetics, pursuing a course of

- 5 -


 

      conduct that does not maximize Global Med’s value in violation of their fiduciary duties;
 
  (iii)   Have the Individual Defendants misrepresented and omitted material facts in violation of their fiduciary duties owed by them to Plaintiff and the other members of the Class;
 
  (iv)   Have Global Med and Haemonetics aided and abetted the Individual Defendants’ breaches of fiduciary duty; and
 
  (v)   Is the Class entitled to injunctive relief or damages as a result of Defendants’ wrongful conduct.
          (c) Plaintiff is committed to prosecuting this action and have retained competent counsel experienced in litigation of this nature.
          (d) Plaintiff’s claims are typical of those of the other members of the Class.
          (e) Plaintiff has no interests that are adverse to the Class.
          (f) The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications for individual members of the Class and of establishing incompatible standards of conduct for Defendants.
          (g) Conflicting adjudications for individual members of the Class might as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.
SUBSTANTIVE ALLEGATIONS
     22. Global Med is poised for substantial growth. On September 23, 2009, the Company entered into a letter of intent with VerIDentia SL to exclusively sell their verIDhemos transfusion safety system. In the press release announcing the agreement, Defendant Ruxin, the Company’s Chairman and CEO, commented on the tremendous market potential for this product:
Mick Ruxin, M.D., Chairman and CEO for Global Med Technologies, commented, “With less than ten percent competitor penetration in the

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U.S. hospital market space, and based on recent data showing over 35 million annual type and crosses in the United States, and perhaps over 170 million type and crosses worldwide, the verIDhemos system is a ‘green field’ market opportunity for Global Med. The two physician hospital transfusion directors, with whom I personally met in Barcelona, Spain, commented favorably on a high level potential for safety improvement, ease of use, successful implementation rate, and low economic impact on the hospitals. After Global Med’s team saw the verIDhemos system used in a clinical setting, we knew that the product had tremendous potential for worldwide distribution.”
Dr. Ruxin continued, “Global Med has been given first right of refusal to purchase verIDhemos/verIDentia and has exclusive marketing rights in North America, Japan, Brazil, most of Europe, the Middle Fast and Asia. Although it is not currently available for sale in the U.S., Global Med will be seeking FDA permission to market the verIDhemos product in 2010. Plans are for immediate marketing of the product in Germany and France.” Dr. Ruxin further commented, “The beauty of this medical device is that we can use our current sales force to either bundle this product with SafeTrace Tx and EdgeTrack or sell it independently and interface it with other systems. The verIDhemos system is a natural product-line extension of Global Med’s current hospital software offerings. With Global Med’s international market reach, we are all very excited about verIDhemos’ substantial market potential.”
     23. On November 11, 2009, the Company announced its results for the three and nine months ended September 30, 2009. Among the financial highlights, the Company announced that:
    Net income for the three months ended September 30, 2009 was a record $1.10 million compared to a net loss of $228 thousand for the comparable period in 2008.
 
    Operating income improved to $1.12 million for the third quarter of 2009 from a $118 thousand loss during the comparable 2008 period.
 
    For the first nine months of 2009, the Company’s revenues increased to $23.68 million or a 45% increase over the $16.38 million in revenues recognized during the comparable period in 2008.
 
    The Company’s third quarter revenues increased to $7.26 million representing a 5% increase from the $6.94 million in the comparable period in 2008.
 
    For the nine months ended September 30, 2009, income from operations improved to $2.80 million from $840 thousand for the comparable period during 2008.
 
    The Company’s net income for the first nine months of 2009 was $1.70 million versus $284 thousand for the comparable period during 2008.
 
    Cash flow from operations for the first nine months of 2009 was $3.87 million, a more than 248% increase over the $1.11 million recorded for the first nine months of 2008.

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     24. In the press release announcing the results, Michael Ruxin, the Company’s Chairman and CEO commented on the Company’s strong quarter and bright future that lay ahead:
Mick Ruxin, M.D., Chairman and CEO of Global Med Technologies, Inc., commenting on today’s announcement stated, “The Company continues to increase revenue and profits in spite of the difficult economic climate. Although we continue to experience a longer sales cycle in the United States, we are pleased that our organic business revenues have continued to grow. In addition, we have seen a 23% increase in our Company’s backlog from the comparable quarter during 2008. Our Inlog and eDonor acquisitions are providing us with a number of cross-selling opportunities that have already begun to yield benefits, and we expect that trend to continue.”
     25. Moreover, Thomas Marcinek, the Company’s President and COO commented on the bright prospects that lay ahead related to the September 23, 2009 agreement with VerIDentia SL to exclusively sell their verIDhemos transfusion safety system:
Thomas F. Marcinek, the Company’s President and COO, stated, “Global Med continues to remain profitable in spite of difficult economic times. In addition, we recently signed a letter of intent (“LOI”) with VerIDentia SL to exclusively sell their verIDhemos transfusion safety system. VerIDentia’s product, VerIDhemos, is comprised of an RFID patient wristband with barcodes, a locked security container imbedded with electronic circuit boards containing microprocessors and memory, and a software system that is planned to be integrated with SafeTrace Tx ®, Wyndgate’s hospital transfusion system, and EdgeTrack, Inlog’s hospital transfusion system. The verIDhemos system is the link that will close Global Med’s Vein-to-Vein ® loop. The LOI with VerIDentia has provided us with exclusive marketing rights in North America, Japan, Brazil, most of Europe, the Middle East and Asia. Although it is not currently available for sale in the U.S., Global Med will be seeking FDA clearance to market the verIDhemos product in 2010. We believe our relationship with VerIDentia will provide us with opportunities for additional sales to our existing customer base and elsewhere.”
     26. Despite its promise and poise for growth, the Company agreed to enter into the Proposed Transaction. In a press release dated February 1, 2010, the Company announced that it had entered into a merger agreement with Haemonetics, stating:
February, 1, 2010, El Dorado Hills, CA and Braintree, MA, USA and Limonest, France — Haemonetics Corporation (NYSE: HAE) and Global Med Technologies, Inc. (OTCBB: GLOB) today announced a definitive agreement under which Haemonetics will acquire Global Med for approximately $60 million in a cash tender offer.

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* * *
Under the terms of the agreement, Haemonetics will commence a tender offer to purchase all outstanding shares of Global Med’s common stock at $1.22 per share and preferred stock at approximately $1,694 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Global Med’s common and preferred stock, and subject to other customary closing conditions. The $60 million estimated net value of the transaction is based on Global Med’s 49 million diluted common equivalent shares outstanding. Haemonetics will fund the acquisition from available cash and anticipates that it will continue to have more than $100 million in cash on the balance sheet at fiscal year end.
     27. As stated by Haemonetics in a “Fact Sheet” related to the transaction:
The scale of the combined entities will create a $60 million software organization with greater resources for product development, an expanded knowledge-base in IT, and more extensive global reach. Combined, we expect to be an even stronger partner with our customers in delivering best blood management practices.
The demand for information technology platforms across the blood management supply chain is approximately $580 million.
     28. Given the Company’ s recent performance and future prospects, the consideration shareholders are to receive is inadequate. Accordingly, Haemonetics is picking up Global Med at the most opportune time, at a time when Global Med is poised for growth and its stock price is trading at a huge discount to its intrinsic value.
     29. In addition, on February 1, 2010, the Company filed a Form 8-K with the United States Securities and Exchange Commission (“SEC”) wherein it disclosed the operating Agreement and Plan of Merger for the Proposed Transaction (the “Merger Agreement”). As part of the Merger Agreement, Defendants agreed to certain onerous and preclusive deal protection devices that operate conjunctively to make the Proposed Transaction a fait d’accompli and ensure that no competing offers will emerge for the Company.
     30. By way of example, §7.2 of the Merger Agreement includes a “no solicitation” provision barring the Board and any Company personnel from attempting to procure a price in excess of the amount offered by Haemonetics. This section also demands that the Company terminate any and all prior or

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on-going discussions with other potential suitors. Despite the fact that they have locked up the Company and bound it to not solicit alternative bids, the Merger Agreement provides other ways that guarantee the only suitor will be Haemonetics.
     31. Pursuant to §7.2 of the Merger Agreement, should an unsolicited bidder arrive on the scene, the Company must notify Haemonetics of the bidder’s offer. Thereafter, should the Board determine that the unsolicited offer is superior, Haemonetics is granted five business days to amend the terms of the Merger Agreement to make a counter-offer so that the competing bid is no longer considered a superior proposal. Haemonetics is able to match the unsolicited offer because it is granted unfettered access to the unsolicited offer, in its entirety, eliminating any leverage that the Company has in receiving the unsolicited offer.
     32. In other words, the Merger Agreement gives Haemonetics access to any rival bidder’s information and allows Haemonetics a free right to top any superior offer. Accordingly, no rival bidder is likely to emerge and act as a stalking horse for Haemonetics, because the Merger Agreement unfairly assures that any “auction” will favor Haemonetics and piggy-back upon the due diligence of the foreclosed second bidder.
     33. In addition, the Merger Agreement provides that a termination fee of $2.6 million must be paid to Haemonetics by Global Med if the Company decides to pursue said other offer, thereby essentially requiring that the alternate bidder agree to pay a naked premium for the right to provide the shareholders with a superior offer.
     34. Finally, Haemonetics is also the beneficiary of a “Top-Up” provision that ensures that Haemonetics gains the shares necessary to effectuate a short-foam merger. Pursuant to the Merger Agreement, if Haemonetics receives 90% of the shares outstanding through its tender offer, it can effect a short-form merger. In the event Haemonetics fails to acquire the 90% required, the Merger Agreement also contains a “Top-Up” provision that grants Haemonetics an option to purchase additional shares from the Company in order to reach the 90% threshold required to effectuate a short-form merger. The “Top-Up”

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provision essentially renders the tender offer a fait accompli and eliminates the possibility that any alternate bidder can mount a serious challenge to Haemonetics’ first-in position.
     35. Ultimately, the preclusive deal protection devices illegally restrain the Company’s ability to solicit or engage in negotiations with any third party regarding a proposal to acquire all or a significant interest in the Company. The circumstances under which the Board may respond to an unsolicited written bona fide proposal for an alternative acquisition that constitutes or would reasonably be expected to constitute a superior proposal are too narrowly circumscribed to provide an effective “fiduciary out” under the circumstances. Likewise, these provisions, coupled with the “Top-Up” provision, also foreclose any likely alternate bidder from providing the needed market check of Haemonetics’ inadequate offer price.
     36. Simultaneously with the execution of the Merger Agreement, Haemonetics signed Tender and Support Agreements with Defendants Ruxin and Marcinek and another large shareholder of Global Med in which they agreed to tender all of their shares of Global Med common stock and Global Med Preferred Stock in connection with the Proposed Transaction, including any shares acquired upon exercise of stock options or warrants prior to the closing of the acquisition. These parties to the Tender and Support Agreements currently hold shares representing approximately 18% of the outstanding Global Med common stock and 78% of the outstanding Global Med Preferred Stock.
     37. Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that Company shareholders will continue to suffer absent judicial intervention.
CLAIM FOR RELIEF
COUNT I
Breach of Fiduciary Duty — Failure to Maximize Shareholder Value
(Against All Individual Defendants )
     38. Plaintiff repeats all previous allegations as if set forth in full herein.
     39. As Directors of Global Med, the Individual Defendants stand in a fiduciary relationship to Plaintiff and the other public stockholders of the Company and owe them the highest fiduciary

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obligations of loyalty and care. The Individual Defendants’ recommendation of the Proposed Transaction will result in change of control of the Company which imposes heightened fiduciary responsibilities to maximize Global Med’s value for the benefit of the stockholders and requires enhanced scrutiny by the Court.
     40. As discussed herein, the Individual Defendants have breached their fiduciary duties to Global Med shareholders by failing to engage in an honest and fair sale process.
     41. As a result of the Individual Defendants’ breaches of their fiduciary duties, Plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of Global. Med’s assets and will be prevented from benefiting from a value-maximizing transaction.
     42. Unless enjoined by this Court, the Individual Defendants will continue to breach their fiduciary duties owed to Plaintiff and the Class, and may consummate the Proposed Transaction, to the irreparable harm of the Class.
     43. Plaintiff and the Class have no adequate remedy at law.
COUNT II
Aiding and Abetting
(Against Global Med and Haemonetics)
     44. Plaintiff repeats all previous allegations as if set forth in full herein.
     45. As alleged in more detail above, Global Med and Haemonetics are well aware that the Individual Defendants have not sought to obtain the best available transaction for the Company’s public shareholders. Defendants Global Med and Haemonetics aided and abetted the Individual Defendants’ breaches of fiduciary duties.
     46. As a result, Plaintiff and the Class members are being harmed.
     47. Plaintiff and the Class have no adequate remedy at law.
     WHEREFORE, Plaintiff demands judgment against Defendants jointly and severally, as follows:

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          (A) declaring this action to be a class action and certifying Plaintiff as the Class representatives and his counsel as Class counsel;
          (B) enjoining, preliminarily and permanently, the Proposed Transaction;
          (C) in the event that the transaction is consummated prior to the entry of this Court’s final judgment, rescinding it or awarding Plaintiff and the Class rescissory damages;
          (D) directing that Defendants account to Plaintiff and the other members of the Class for all damages caused by them and account for all profits and any special benefits obtained as a result of their breaches of their fiduciary duties;
          (E) awarding Plaintiff the costs of this action, including a reasonable allowance for the fees and expenses of Plaintiff’s attorneys and experts ; and
          (F) granting Plaintiff and the other members of the Class such further relief as the Court deems just and proper.
     
February 9, 2010
  Respectfully submitted,
 
   
 
  s/ Kip B. Shuman
 
   
 
  Kip B. Shuman
 
  Rusty E. Glenn
 
  THE SHUMAN LAW FIRM
 
  885 Arapahoe Avenue
 
  Boulder, CO 80302
 
  (303) 861-3003
 
  (303) 484-4886 (fax)
 
   
 
  Local Counsel for Plaintiff
 
   
 
  LEVI & KORSINSKY, LLP
 
  Eduard Korsinsky, Esq.
 
  Juan E. Monteverde, Esq.
 
  30 Broad Street, 15th Floor
 
  New York, New York 10004
 
  Tel: (212) 363-7500
 
  Fax: (212) 363-7171
 
   
 
  Of Counsel for Plaintiff

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District Court Jefferson County, Colorado
Court Address: 100 Jefferson County Parkway
                          Golden, Colorado 80401
    EFILED Document
CO Jefferson County District Court 1st. JD
Filing Date: Feb 9 2010 1:40PM MST
Filing ID: 29477799
Review Clerk: Matt J Forbes
 
     
 
 
           
 
 
           
 
Plaintiff: CARMELO J. CORICA, on behalf of himself and all others similarly situated,
           
 
 
           
 
v.
    5   COURT USE ONLY   5      
 
 
           
 
Defendants: MICHAEL RUXIN, THOMAS MARCINEK, SARAH EAMES, T. KENDALL HUNT, ROBERT GILMORE, GLOBAL MED TECHNOLOGIES, INC., HAEMONETICS CORPORATION, and ATLAS ACQUISITION CORP.
           
 
 
           
         
 
Attorney of Party Without Attorney (Name and Address):
    Case Number:      
 
 
           
 
Kip B. Shuman
THE SHUMAN LAW FIRM
Phone Number: 303.861.3003
E-mail: kip@shumanlawfirm.com
FAX Number: 303.484.4886                Atty. Reg. #: 23593
    Division                Courtroom      
           
 
DISTRICT COURT CIVIL (CV) CASE COVER SHEET FOR INITIAL PLEADING OF COMPLAINT,
COUNTERCLAIM, CROSS-CLAIM OR THIRD PARTY COMPLAINT
 
           
1.   This cover sheet shall be filed with the initial pleading of a complaint, counterclaim, cross-claim or third party complaint in every district court civil (CV) case. It shall not be filed in Domestic Relations (DR), Probate (PR), Water (CW), Juvenile (JA, JR, JD, JV), or Mental Health (MH) cases.
 
2.   Check the boxes applicable to this case.
  o   Simplified Procedure under C.R.C.P. 16.1 applies to this case because this party does not seek a monetary judgment in excess of $100,000.00 against another party, including any attorney fees, penalties or punitive damages but excluding interest and costs and because this case is not a class action or forcible entry and detainer, Rule 106, Rule 120, or other expedited proceeding.
 
  x   Simplified Procedure under C.R.C.P. 16.1, does not apply to this case because (check one box below identifying why 16.1 does not apply):
  x   This is a class action or forcible entry and detainer, Rule 106, Rule 120, or other similar expedited proceeding, or
 
  o   This party is seeking a monetary judgment for more than $100,000.00 against another party, including any attorney fees, penalties or punitive damages, but excluding interest and costs (see C.R.C.P. 16.1(c)), or
 
  o   Another party has previously stated in its cover sheet that C.R.C.P. 16.1 does not apply to this case.
3.   This party makes a Jury Demand at this time and pays the requisite fee. See C.R.C.P. 38. (Checking this box is optional.)
JDF 601 7/04   DISTRICT COURT CIVIL (CV) CASE COVER SHEET FOR INITIAL. PLEADING OF COMPLAINT, COUNTERCLAIM, CROSS-CLAIM OR THIRD PARTY COMPLAINT

 


 

     
Date: 111/9/2009
  s/ Kip B. Shuman
 
   
 
  Signature of Party or Attorney for Party

NOTICE
 
ü   This cover sheet must be filed in all District Court Civil (CV) Cases.    Failure to file this cover sheet is not a jurisdictional defect in the pleading but may result in a clerk’s show cause order requiring its filing.
 
ü   This cover sheet must be served on all other parties along with the initial pleading of a complaint, counterclaim, cross-claim, or third party complaint.
 
ü   This cover sheet shall not be considered a pleading for purposes of C.R.C.P. 11.
JDF 601 7/04   DISTRICT COURT CIVIL (CV) CASE COVER SHEET FOR INITIAL. PLEADING OF COMPLAINT, COUNTERCLAIM, CROSS-CLAIM OR THIRD PARTY COMPLAINT

 

EX-99.E.14 7 g22113exv99wew14.htm EX-99.E.14 exv99wew14
Exhibit (e)(14)
               
           
 
o Small Claims o County Court x District Court
o Probate Court o Juvenile Court o Water Court
City and County of Golden, Colorado
Court Address: 100 Jefferson County Parkway
                           Golden, Colorado 80401
    EFILED Document
CO Jefferson County District Court 1st. JD
Filing Date: Feb 17 2010 12:13PM MST
Filing ID: 29603904
Review Clerk: Imran Sufi
 
     
 
 
           
 
Plaintiff: ROBERT O’BRIEN, on behalf of himself and all others similarly situated,
           
 
 
           
 
v.
           
 
 
           
 
Defendants: MICHAEL I. RUXIN, THOMAS F. MARCINEK, GERALD F. WILLMAN, SARAH L. EAMES, T. KENDALL HUNT, ROBERT R. GILMORE, GLOBAL MED TECHNOLOGIES, INC., HAEMONETICS CORPORATION AND ATLAS ACQUISITION CORP.
    5   COURT USE ONLY   5      
 
 
           
         
 
Attorneys for Plaintiff and Class:
    Case Number:      
 
 
           
 
Kip B. Shuman
    Ctrm:      
 
Rusty E. Glenn
THE SHUMAN LAW FIRM
885 Arapahoe Avenue
Boulder, CO 80302
(303) 861-3003
(303) 484-4886 (fax)
           
           
 
 
           
  CLASS ACTION COMPLAINT
 
 
 
           
           
     1. This is a stockholder class action brought on behalf of the public stockholders of Global Med Technologies, Inc. (“Global Med” or the “Company”) against the Company’s Board of Directors (the “Board”) for breaches of fiduciary duty arising out of Defendants’ decision to sell the Company to Haemonetics Corporation (“Haemonetics”) and Atlas Acquisition Corp. (“Atlas”), a Colorado corporation and a wholly-owned subsidiary of Haemonetics, at an inadequate and for an unfair price (the “Proposed Transaction”) pursuant to an Agreement and

 


 

Plan of Merger by and among Haemonetics, Atlas and Global Med dated as of January 31, 2010 (the “Merger Agreement”). Plaintiff alleges that the sale of Global Med to Haemonetics contemplated by the Merger Agreement is unfair and inequitable to the Global Med public stockholders and constitutes a breach of the fiduciary duties of the directors in the sale of Global Med.
     2. The Merger Agreement contemplates, among other things, a tender offer for Global Med’s common stock, (the “Global Med Common Stock”), at a price of $1.22 per share, and for shares of Global Med’s Series A Convertible Preferred Stock, (“Global Med Preferred Stock”), at a price of approximately $1,694 per share (the “Tender Offer”). The Tender Offer is conditioned on, among other things, the tender of a majority of the outstanding shares of Global Med Common Stock and Global Med Preferred Stock. The Merger Agreement also provides Haemonetics a so-called irrevocable “Top-Up Option” to purchase the number of shares of Global Med Common Stock (the “Top-Up Option Shares”) equal to the lesser of (i) the number of shares of Global Med Common Stock that, when added to the number of shares of Global Med Common Stock owned by Acquisition Sub as of immediately prior to the exercise of the Top-Up Option, constitutes one share more than 90% of the number of shares of Global Med Common Stock then outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares) or (ii) the number of shares of Global Med Common Stock that Global Med is authorized to issue under its Articles of Incorporation but that are not outstanding or reserved for issuance. The Top-Up is designed to allow Haemonetics to implement a short-form merger even if as few as 80% or more of the then outstanding shares of Global Med Common Stock shall be directly or indirectly owned by Haemonetics following the Tender Offer or any subsequent offering.

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     3. Simultaneously with the execution of the Merger Agreement, Haemonetics signed Tender and Support Agreements with the chief executive officer and president/chief operating officer of Global Med (and defendants herein) and another large shareholder of Global Med in. which they agreed to tender all of their shares of Global Med Common Stock and Global Med Preferred Stock in connection with the Tender Offer, including any shares acquired upon exercise of stock options or warrants prior to the closing of the acquisition. These parties to the Tender and Support Agreements currently hold shares representing approximately 18% of the outstanding Global Med Common Stock and 78% of the outstanding Global Med Preferred Stock. In addition, in connection with its entry into the Merger Agreement, Haemonetics entered into employment arrangements with Global Med’s chief executive officer and Global Med’s president/chief operating officer, with such arrangements becoming effective upon consummation of the transactions contemplated by the Merger Agreement.
     4. The recent historical averages for Global Med’s stock price demonstrate that the consideration being offered by Haemonetics is unfair and inadequate. The $1.22 per share represents an inadequate premium to the trading price of the Company’s common stock. Indeed, the consideration to be paid to the class members is unconscionable, unfair and grossly inadequate because, among other things: (a) the intrinsic value of the stock of Global Med is materially in excess of $1.22 per share, giving due consideration to the possibilities of growth and profitability of Global Med in light of its business, earnings and earnings power, present and future; (b) the $1.22 per share price is inadequate and offers an inadequate premium to the public stockholders of Global Med; and (c) the $1.22 per share price is not the result of arm’s-length negotiations but was fixed arbitrarily by certain insiders and Haemonetics to “cap” the market

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price of Global Med stock, as part of a plan for Haemonetics to obtain complete ownership of Global Med assets and business at the lowest possible price.
     5. Defendants have exacerbated their breaches of fiduciary duty by agreeing to lock up the Proposed Transaction with deal protection devices that preclude other bidders from making a successful competing offer for the Company. Specifically, defendants agreed to: (i) a no-solicitation provision that prevents other buyers from having access to the Company’s confidential information, which is necessary to formulate a bid, except under extremely limited circumstances; (ii) a matching rights provision that allows Haemonetics 5 days to match any competing proposal in the event one is made; and (iii) a provision that requires the Company to pay Haemonetics a termination fee of $2,600,000 and reimburse Haemonetics’ transaction expenses up to $500,000. These provisions substantially limit the Board of Director’s ability to act with respect to investigating and pursing superior proposals and alternatives including a sale of all or part of Global Med.
     6. Defendants’ action in proceeding with the Proposed Transaction is wrongful, unfair, and harmful to Global Med’s public stockholders, and will deny them their right to share proportionately in the true value of Global Med’s future growth in profits and earnings.
     7. The Company’s Board has breached its fiduciary duties to Global Med shareholders by causing the Company to enter into the Merger Agreement that provides for the sale of Global Med at an unfair price, and deprives Global Med’s public shareholders of maximum value to which they are entitled.
     8. Plaintiff and the class have suffered and will suffer irreparable injury unless defendants are enjoined from breaching their fiduciary duties and from carrying out the aforesaid plan and scheme. Plaintiff seeks to enjoin defendants from approving the Proposed Transaction

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or, in the event the Proposed Transaction is consummated, recover damages resulting from defendants’ violations of their fiduciary duties of loyalty, good faith, and due care.
PARTIES
     9. Plaintiff is and has been at all relevant times a shareholder of Global Med.
     10. Defendant Global Med is a Colorado corporation with its principal place of business located at 12600 West Colfax., Suite C-420, Lakewood, Colorado. Global Med designs, develops, markets, and supports information management software products for blood banks, hospitals, centralized transfusion centers, and other health care related facilities. Its products include SafeTrace, which is used to assist community blood centers, hospitals, plasma centers, and outpatient clinics for the collection and management of blood and blood products; SafeTrace Tx, a transfusion management information system designed for hospitals and centralized transfusion centers to enable the quality of blood transfused into patient-recipients; and ElDorado Donor, a blood management software application designed to provide the information system needs of blood banks and donor centers. The Company, through its subsidiary, Inlog S.A. offers EdgeBlood, a product for the donor center market; EdgeTrace for the hospital transfusion market; EdgeLab, a laboratory information system; EdgeCell, a cellular therapy for tissue banks, stem cell centers, and cord blood centers; and SAPA, a regulatory compliance and document management solution. It also provides PeopleMed, a system that coordinates sources of information and users of a patients clinical information, including laboratory, pharmacy, primary and specialty care providers, claims, and medical records, as well as validation services, such as documenting and testing systems. In addition, the Company involves in licensing software; the provision of maintenance, consulting, and support services; and in the resale of software obtained from vendors. It operates in the United States, Canada, the Caribbean, the European Union, Africa, French Polynesia, and New Caledonia. Global Med as

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of September 26, 2009, Global Med has 25,611,257 shares of common stock outstanding. The Company’s stock trades under the symbol “GLOB.OB” on the OTCBB.
     11. Defendant Michael I. Ruxin (“Ruxin”) is the founder of Global Med, and has been an officer and director of Global Med since its incorporation in 1989 and is currently the Chairman and Chief Executive Officer of Global Med.
     12. Defendant Thomas F. Marcinek (“Marcinek”) became a Director of Global Med Technologies, Inc. on March 31, 2006 and has been the President and Chief Operating Officer since March 1998. Previously, Marcinek was the President of the Data Technologies Group, a division of Henry Schein, Inc., Melville, New York. Marcinek was also the president and owner of a practice management software consulting firm prior to joining Global Med.
     13. Defendant Gerald F. Willman (“Willman”) has been the Senior Vice President of Sales and Marketing, Europe, ME and Asia of Global Med Technology, Inc. Willman has been with the Company since 1995 and has served in various capacities ranging from product design and development to management and sales.
     14. Defendant Sarah L. Eames (“Eames”) became a Director, Audit Committee member, and Chairman of the Compensation Committee of Global Med Technologies, Inc. on March 31, 2006. Since October 2008, Eames has served as an Executive Director of Russell Reynolds Associates, an international executive search firm, in its Health Services Practice. From 1997 through April 2008, Eames was employed with Allied Healthcare International, Inc., serving as President, Chief Operating Officer, Chief Executive Officer, Executive Vice President, and Deputy Chairman and Interim Chief Executive Officer. In addition, she served on its Board of Directors from June 2002 to April 2008. Eames currently serves on the Board of

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Directors of Trinity Health, Bostwick Laboratories, Inc. and the Partner-in-Care Board of the Visiting Nursing Services of New York.
     15. Defendant T. Kendall Hunt (“Hunt”) became a Director and member of the Audit Committee of Global Med Technologies, Inc. on March 31, 2006 and a member of the Compensation Committee on October 26, 2007. Hunt is Founder, Chairman of the Board and Chief Executive Officer of VASCO Data Security International, Inc. (NASDAQ: VDSI). He is also affiliated with several high-tech early-stage companies, serving as a member of their Board of Directors. Hunt is the former President of the Belgian Business Club of Chicago, Chairman of the AeA Midwest Council and a member of The Economic Club of Chicago. Additionally, he is on the Advisory Board for the Posse Foundation, an organization dedicated to providing full college scholarships to urban minority youth leaders through its partnerships with elite universities across the U.S. Hunt has served as a member of the Board of Directors of Victory Park Capital L.P. Based partially on information contained in the Schedule 13G/A jointly filed by Victory Park Capital Advisors, LLC (‘‘Victory Park”), Victory Park Special Situations Master Fund, Ltd. (“Victory Park Special Situations”), Jacob Capital, L.L.C. (“Jacob Capital”) and Richard Levy pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on September 8, 2008 and on information contained in the Form 4 jointly filed by Victory Park Special Situations, Victory Park, Jacob Capital and Richard Levy on October 2, 2008, Victory Park Special Situations holds warrants that would be convertible into 4,125,000 shares of Global Med Common Stock and 3,960 shares of Global Med Preferred Stock that would be convertible into 5,500,000 shares of Global Med Common Stock if not for certain restrictions limiting the holder to no more than 9.99% of the shares of common stock outstanding immediately after giving effect to any conversion of warrants or Global Med Preferred Stock.

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Hunt is a member of the Board of Directors of Victory Park Capital L.P. Victory Park is the investment manager for Victory Park Special Situations. Jacob Capital is the manager of Victory Park. Richard Levy is the sole member of Jacob Capital.
     16. Defendant Robert R. Gilmore (“Gilmore”) became a Director and Audit Committee Chairman of Global Med Technologies, Inc. on March 31, 2006. Gilmore became a member of the Compensation Committee on October 26, 2007. Gilmore is a CPA. From 1997 to May 2006 and from March 2008 to present, Gilmore has served as an independent financial consultant to a number of companies. From May 2006, to February 2008, Gilmore was CFO of NextAction Corporation; a private company engaged in multi-channel direct marketing using technology based proprietary lead generation methods for the retail industry. As of January 2009, Gilmore became a Director of Layne Christensen Corporation and is a member of its Audit Committee. Since April 2003, Gilmore has been a Director of Eldorado Gold Corporation, serving as Chairman of its Audit Committee and is a member of its Compensation Committee. From July 2007 to March 2009, Gilmore was also a Director of Frontera Copper Corporation and served as the Chairman of its Audit Committee.
     17. Defendants Ruxin, Marcinek, Willman, Eames, Hunt, and Gilmore are collectively referred to hereinafter as the “Individual Defendants.”
     18. Defendant Haemonetics, incorporated in Massachusetts, provides blood management solutions primarily in the United States, Europe, and Asia. Its principal offices are located at 400 Wood Road, Braintree, Massachusetts. The Company’s stock trades under the symbol “HAE” on the NYSE.

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     19. Defendant Atlas, a Coloarado corporation, was organized as a wholly-owned subsidiary of Haemonetics for the sole purpose of making a tender offer for the outstanding shares of common stock of Global Med and completing the Merger.
     20. Defendants Haemonetics, and Atlas are collectively referred to herein as “Haemonetics”, and are named herein as aiders and abettors to the Individual Defendants’ breaches of fiduciary duty.
     21. Global Med, the Individual Defendants and Haemonetics are collectively referred to herein as “Defendants.”
     22. The Individual Defendants owe fiduciary duties, including the highest obligations of good faith, loyalty, fair dealing, due care, and full candor to Global Med and its shareholders.
     23. The Individual Defendants, by reason of their corporate directorships and/or executive positions, are fiduciaries to and for the Company’s stockholders, which fiduciary relationship requires them to exercise their best judgment, and to act in a prudent manner and in the best interests of the Company’s stockholders.
     24. Each Defendant herein is sued individually or as a conspirator and aider and abettor, as well as in his capacity as an officer and/or director of the Company, and the liability of each arises from the fact that he or she has engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein.
CLASS REPRESENTATION ALLEGATIONS
     25. Plaintiff brings this action individually and as a class action pursuant to the rules of this Court, on behalf of all stockholders of Global Med, except Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the Defendants, who are threatened with injury arising from Defendants’ actions as is described more fully below (the “Class”).

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     26. This action is properly maintainable as a class action.
     27. The Class is so numerous that joinder of all members is impracticable.
     28. There are more than 25 million shares of Global Med Common Stock outstanding held by thousands of shareholders geographically dispersed across the country.
     29. There are questions of law and fact which are common to the Class including, inter alia, the following:
          (a) whether Defendants have breached and are continuing to breach their fiduciary duties of undivided loyalty, independence or due care with respect to Plaintiff and the other members of the Class in connection with the Proposed Transaction;
          (b) whether the Individual Defendants are engaging III self-dealing III connection with the Proposed Transaction;
          (c) whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of Global Med; and
          (d) whether the class is entitled to injunctive relief or damages as a result of defendants’ wrongful conduct.
     30. Plaintiffs claims are typical of the claims of the other members of the Class and Plaintiff does not have any interests adverse to the Class.
     31. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.
     32. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

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     33. Plaintiff anticipates that there will be no difficulty in the management of this litigation as a class action.
     34. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.
SUBSTANTIVE ALLEGATIONS
Background
     35. On November 11, 2009, the Company reported its fiscal third quarter financial results for the quarter ended September 30, 2009: Specifically, the Company reported that:
First Nine Months Revenues are Record High, $23.68 Million Record Q3 Net Income of $1.10 million* and Revenues of $7.26 million
Global Med Technologies®, Inc. (“Global Med” or the “Company”) (OTC Bulletin Board: GLOB — News), an international healthcare information technology company, today reported its operating results for the three and nine months ended September 30, 2009.
Global Med reported record net income of $1.10 million* (*Reflects the reversal of a $1.004 million legal accrual. Without the reversal of the legal accrual during the three and nine months ended September 30, 2009, the Company’s results would have been materially different.), or earnings of $0.03 per basic common share, for the three months ended September 30, 2009 compared to a net loss of $228 thousand, or a loss of $0.01 per basic common share for the comparable period in 2008. This represents a $1.33 million increase in net income for the third quarter of 2009 when compared with the comparable period in 2008. In the third quarter of 2009, operating income improved to $1.12 million from a $118 thousand loss during the comparable 2008 period.
For the first nine months of 2009, the Company’s revenues increased to $23.68 million or a 45% increase over the $16.38 million in revenues recognized during the comparable period in 2008. The Company’s third quarter revenues increased to $7.26 million representing a 5% increase from the $6.94 million in the comparable period in 2008.

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While the Company’s acquisitions of Inlog and eDonor in 2008 were the primary drivers of revenue growth for the three and nine months ended September 30, 2009, the Company’s organic business also experienced revenue growth during these periods when compared with the comparable periods during 2008.
For the nine months ended September 30, 2009, income from operations improved to $2.80 million from $840 thousand for the comparable period during 2008. The Company’s net income for the first nine months of 2009 was $1.70 million, or $0.05 per basic common share outstanding, versus $284 thousand, or $0.01 per basic common share, for the comparable period during 2008.
Global Med’s cash flow from operations for the first nine months of 2009 was $3.87 million, a more than 248% increase over the $1.11 million recorded for the first nine months of 2008.
Recurring annual maintenance revenues for the quarter were running at an annualized rate of approximately $17 million. Based on the Company’s backlog as of September 30, 2009, the Company’s annual recurring revenues, when all contracted customer sites are implemented, would be nearly $19.1 million**, an increase of 18% over the comparable period in 2008. The Company’s backlog of unrecognized software license fees and implementation fees as of September 30, 2009 was approximately $8.6 million, an increase of 23% over the comparable period in 2008.
 
**   Includes recurring revenues from the Hemo-Net acquisition that was completed on November 3, 2009.
THE PROPOSED TRANSACTION
     36. On February 1, 2010, the Company and Haemonetics jointly announced that they had entered into a definitive agreement or the Proposed Transaction pursuant to which Haemonetics will acquire the outstanding shares of Global Med for $1.22 per share in an all-cash tender offer. The press release stated in pertinent part:
Haemonetics Corporation (NYSE: HAE) and Global Med Technologies, Inc. (OTC Bulletin Board: GLOB) today announced a definitive agreement under which Haemonetics will acquire Global Med for approximately $60 million in a cash tender offer.

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As a global leader in blood management solutions, Haemonetics helps plasma fractionators, hospitals and blood collectors to improve clinical care and lower costs by optimizing the collection, processing, and use of scarce blood resources. Haemonetics’ broad product offering includes blood collection and separation technologies, surgical blood salvage systems, and diagnostic products for enhanced blood management in the surgical setting. Haemonetics also markets information technology platforms and consulting services to help manage the blood supply chain and improve blood management practices.
Global Med is a healthcare information technology company which markets a breadth of software solutions and services that span the blood supply continuum, from blood collection to the hospital transfusion center to the patient care environment.
Under the terms of the agreement, Haemonetics will commence a tender offer to purchase all outstanding shares of Global Med’s common stock at $1.22 per share and preferred stock at approximately $1,694 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Global Med’s common and preferred stock, and subject to other customary closing conditions. The $60 million estimated net value of the transaction is based on Global Med’s 49 million diluted common equivalent shares outstanding. Haemonetics will fund the acquisition from available cash and anticipates that it will continue to have more than $100 million in cash on the balance sheet at fiscal year end.
Brian Concannon, President and CEO of Haemonetics, said, “Efficient blood management is now being recognized as a critical component of improving clinical care while reducing cost, and Haemonetics is the only company positioned to address the needs of both the blood collection and transfusion markets. Software is a key enabler for blood management, enhancing productivity, regulatory compliance and quality. Global Med’s software offerings are a strategic complement to our existing products and will allow us to offer customers an end-to-end software solution for blood management, from donor recruitment to the patient transfusion.”
Michael I. Ruxin, M.D., Chairman and CEO of Global Med, added, “The integration of our two companies is very exciting. We share a common strategy to provide blood management tools to hospitals and blood centers that improve patient care and reduce costs. In the blood management arena, Global Med brings a broad-based information technology platform offering that spans the

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blood supply chain, while Haemonetics brings devices, software, and consulting services for optimal blood management. This merger is especially advantageous to our customers, as well as the blood center and hospital transfusion industry because we believe our combined organizations can provide expanded access to new technologies and innovative products while leveraging the efficiencies of a larger organization.”
     37. Concurrently, with the execution of the Merger Agreement, defendants Ruxin and Marcinek, and another large shareholder of Global Med have each entered into a Tender and Support Agreement (collectively, the “Shareholder Agreements”) in which they agreed to tender all of their shares of Global Med Common Stock and Global Med Preferred Stock in connection with the Tender Offer, including any shares acquired upon exercise of stock options or warrants prior to the closing of the acquisition. These parties to the Shareholder Agreements currently hold shares representing approximately 18% of the outstanding Global Med Common Stock and 78% of the outstanding Global Med Preferred Stock.
     38. In connection with its entry into the Merger Agreement, Haemonetics also entered into employment arrangements with defendants Ruxin and Marcinek, with such arrangements becoming effective upon consummation of the transactions contemplated by the Merger Agreement.
     39. The $1.22 share price agreed to by the Board does not currently represent fair value for the Company, in that it does not reflect the long-term value of the Company, and the future financial prospects of Global Med.
     40. In addition to agreeing to a sale of the Company at an unfair price, the Individual Defendants agreed to onerous deal protection devices in breach of their fiduciary duties to Global Med shareholders, which prevent a superior offer from being made for the Company.
     41. Pursuant to the terms of the Merger Agreement there are many protection devices preventing a superior offer from being made to Global Med shareholders. Specifically, the

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Merger Agreement provides that Global Med, under specified circumstances, is: (1) restricted from soliciting and furnishing information to third parties; (2) must provide Haemonetics 5 days to match any superior proposal; and (3) must pay Haemonetics a termination fee of up to $2.6 million, in addition to an expense reimbursement of up to $500,000, if the Company determines to terminate the Merger Agreement to accept a superior offer.
     42. The terms of the Merger Agreement are structured to ensure that Haemonetics, and only Haemonetics, ultimately acquires Global Med, regardless of whether such terms are designed and/or serve to maximize shareholder value.
     43. The Termination Fee and expense obligation are deterrents to other potential bidders and provides defendants with an unearned windfall at the expense of the Company’s public shareholders if a superior bid emerges.
     44. Accordingly, the terms of the Merger Agreement substantially limit the Board’s ability to act with respect to investigating and pursuing superior proposals and alternatives including a sale of all or part of Global Med.
     45. By virtue of their positions as directors and senior officers of the Company, the Individual Defendants have access to and knowledge of Global Med’s internal financial information which reveals the true financial and operating condition and prospects of the Company, and have shared such information with Haemonetics. Defendants are using this information to benefit themselves at the expense and to the detriment of Global Med and the public shareholders.
     46. Moreover, the Individual Defendants are motivated by their desire to secure personal benefits as a result of the Proposed Transaction. Specifically, as noted, upon completion of the Merger, defendants Ruxin and Marcinek will be employed by Haemonetics.

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In addition, certain directors and/or officers stand to reap tens, if not hundreds, of millions of dollars of personal benefits at the expense of the Company and its public shareholders if the Merger is consummated, including the right to receive change-in-control benefits (such as the acceleration of their stock options), thus putting their own personal financial interests irreconcilably in conflict with the interests of the Company and its public shareholders.
     47. In the Merger Agreement, Global Med also granted Haemonetics the Top-Up Option in order to allow Haemonetics to effect a short-form merger. Thus, pursuant to the Top-Up Option, Haemonetics is allowed to purchase the number of authorized and unissued Company shares equal to an additional number of Global Med shares such that immediately after the issuance of those additional shares, Haemonetics would own at least 90% of the outstanding shares of the Company. Such purchase price may be paid by Haemonetics, at its election, either entirely in cash or by executing and delivering to the Company a promissory note having a principal amount equal to such purchase price, or by any combination of the foregoing.
     48. The Top-Up and other preclusive deal protection devices constitute unfair and illegal abdications of directors authority and unfair and inequitable evasion of stockholder rights.
     49. The Global Med Board thus acceded to Haemonetics’ desire to structure a sale of the Company that unfairly benefits Haemonetics at the expense of the public stockholders.
     50. The Individual Defendants’ actions in proceeding with the Proposed Transaction are wrongful, unfair, and harmful to Global Med’s public stockholders, and will deny them their right to share proportionately in the true value of Global Med’s valuable assets, profitable business, and future growth in profits and earnings. The Individual Defendants have breached their fiduciary duties to Global Med shareholders and failed to maximize shareholder value by

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causing the Company to enter into the Merger Agreement that provides for the sale of Global Plaintiff has no adequate remedy at law.
FIRST CAUSE OF ACTION

Claim for Breach of Fiduciary Duties
     51. Plaintiff repeats and realleges each allegation set forth herein.
     52. The Individual Defendants have violated their fiduciary duties of care, good faith, and loyalty owed under applicable law to the public shareholders of Global Med and have placed the interests of insiders ahead of the interests of Global Med’s shareholders.
     53. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, care and candor owed to the shareholders of Global Med because, among other reasons:
          (a) they failed to properly value Global Med;
          (b) they failed to take steps to maximize the value of Global Med to its public shareholders and they took steps to avoid competitive bidding, and to give Haemonetics an unfair advantage, by, among other things, failing to adequately solicit other potential acquirors or alternative transactions;
          (c) they failed to properly value Global Med and its various assets and operations;
          (d) they ignored or did not protect against the numerous conflicts of interest resulting from the directors’ own interests in connection with the Proposed Merger; and
          (e) they erected unreasonable barriers to other third-party bidders.
     54. By the acts, transactions and courses of conduct alleged herein, the Individual Defendants, individually and as part of a common plan and scheme and in breach of their fiduciary duties of loyalty, good faith and due care to Plaintiff and the other members of the

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Class, have failed to adequately inform themselves about the true value of the Company and, by agreeing to the Proposed Merger with Haemonetics, will unfairly deprive Plaintiff and other members of the Class of the true value of their investment in Global Med.
     55. Global Med shareholders will, if the Proposed Merger is consummated, be deprived of the opportunity for substantial gains which the Company may realize.
     56. By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed to exercise care and diligence in the exercise of their fiduciary obligations toward Plaintiff and the other Global Med public stockholders.
     57. As a result of the actions of Defendants, Plaintiff and the other members of the Class have been and will be damaged in that they have not and will not receive their fair proportion of the value of Global Med’s assets and businesses and will be prevented from obtaining appropriate consideration for their shares of Global Med Common Stock.
     58. Unless enjoined by this Court, the Defendants will continue to breach their fiduciary duties owed to Plaintiff and the other members of the Class, and may consummate the Proposed Merger which will exclude the Class from its fair proportionate share of Global Med’s valuable assets and businesses, all to the irreparable harm of the Class, as aforesaid.
     59. Plaintiff and the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which Defendants’ actions threaten to inflict.
SECOND CAUSE OF ACTION
On Behalf of Plaintiff and the Class Against
the Company and Haemonetics for Aiding and Abetting the
Individual Defendants’ Breaches of Fiduciary Duty
     60. Plaintiff incorporates by reference and realleges each and every allegation contained above, as though fully set forth herein.

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     61. Global Med and Haemonetics have knowingly aided and abetted the Individual Defendants’ wrongdoing alleged herein. Global Med and Haemonetics are also active and necessary participants in the Individual Defendants’ plan to complete the Proposed Transaction terms that are unfair to Global Med shareholders, as Haemonetics seeks to pay as little as possible to Global Med shareholders.
     62. Plaintiff has no adequate remedy at law.
JURY DEMAND
     63. Plaintiff hereby demands a trial by jury.
PRAYER FOR RELIEF
     WHEREFORE, Plaintiff demands injunctive relief in their favor and in favor of the Class and against Defendants as follows:
     A. Declaring that this action is properly maintainable as a Class action;
     B. Declaring and decreeing that the Merger Agreement was entered into in breach of the fiduciary duties of Defendants and is therefore unlawful and unenforceable;
     C. Enjoining Defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain a merger agreement providing the best possible terms for shareholders;
     D. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of Global Med’s shareholders until the process for the sale or auction of the Company is completed and the best possible consideration is obtained,for Global Med;
     E. Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

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     F. Granting such other and further relief as this Court may deem just and proper.
     
February 17, 2010
  Respectfully submitted,
 
   
 
  /s/ Kip B. Shuman
 
   
 
  Kip B. Shuman
 
  Rusty E. Glenn
 
  THE SHUMAN LAW FIRM
 
  885 Arapahoe Avenue
 
  Boulder, CO 80302
 
  (303) 861-3003
 
  (303) 484-4886 (fax)
 
   
 
  Local Counsel for Plaintiff
 
   
 
  BULL & LIFSHITZ, LLP
 
  Joshua M. Lifshitz
 
  18 EAST 41ST STREET
 
  New York, NY 10017
 
  Tel: (212) 213-6222
 
  Fax: (212) 213-9405
 
   
 
  Of Counsel for Plaintiff

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EX-99.E.15 8 g22113exv99wew15.htm EX-99.E.15 exv99wew15
Exhibit (e)(15)
               
           
 
o Small Claims o County Court x District Court
o Probate Court o Juvenile Court o Water Court
City and County of Golden, Colorado
Court Address: 100 Jefferson County Parkway
                           Golden, Colorado 80401
    EFILED Document
CO Jefferson County District Court 1st. JD
Filing Date: Feb 17 2010 11:20AM MST
Filing ID: 29601639
Review Clerk: Imran Sufi
 
     
 
 
           
 
Plaintiff: JOSEPH F. SHAM, on behalf of himself and all others similarly situated,
           
 
 
           
 
v.
           
 
 
           
 
Defendants: Defendants: GLOBAL MED TECHNOLOGIES, INC.,
MICHAEL RUXIN, THOMAS MARCINEK, T.
KENDALL HUNT, SARAH EARMES, ROBERT
GILMORE, HAEMONETICS CORPORATION, and
    5   COURT USE ONLY   5      
 
 
           
         
 
Attorneys for Plaintiff and Class:
    Case Number:      
 
 
           
 
Kip B. Shuman
    Ctrm:      
 
Rusty E. Glenn
THE SHUMAN LAW FIRM
885 Arapahoe Avenue
Boulder, CO 80302
(303) 861-3003
(303) 484-4886 (fax)
           
           
 
 
           
  CLASS ACTION COMPLAINT
 
 
 
           
           
     Plaintiff Joseph F. Sham, by his undersigned attorneys, for his class action complaint against defendants, alleges upon knowledge as to his own acts and upon information and belief as to all other matters, based upon the investigation made by and through his attorneys, which investigation included, inter alia, the review of United States Securities and Exchange Commission (“SEC”) filings, press releases, analyst reports, news articles and other materials, as follows:

 


 

     1. Plaintiff brings this action individually and as a class action on behalf of all persons, other than defendants, who own the securities of Global Med Technologies, Inc. (“Global Med” or the “Company”) and who are similarly situated, for injunctive relief against consummation of the Agreement and Plan of Merger, dated January 31, 2010 (the “Merger Agreement”) among Global Med and Haemonetics Corporation, through its wholly-owned subsidiary Atlas Acquisition Corp. (collectively “Haemonetics” or the “Buyer”) .
     2. Alternatively, in the event that the proposed merger (“Proposed Merger”) is consummated, plaintiff seeks to recover damages caused by the breach of fiduciary duties owed by defendants to the Company’s stockholders.
     3. On January 31, 2010, Haemonetics announced that it had entered into the Merger Agreement with Global Med, pursuant to which it would commence a tender offer for a majority of Global Med’s outstanding shares for $1.22 per share (the “Tender Offer”).
     4. On February 1, 2010, Global Med issued a press release and filed a Form 8-K with the SEC which disclosed that Global Med had entered into the Merger Agreement with Haemonetics on January 31, 2010. The February 1, 2010 press release, entitled “Haemonetics Announces Definitive Agreement to Acquire Global Med Technologies, Inc. Strategic Acquisition Broadens Blood Management Software Solutions to Customers across the Blood Supply Chain,” was annexed as an Exhibit to the February 1, 2010 Form 8K, and states in pertinent part:
February, 1, 2010, El Dorado Hills, CA and Braintree, MA, USA and Limonest, France — Haemonetics Corporation (NYSE: HAE) and Global Med Technologies, Inc. (OTCBB: GLOB) today announced a definitive agreement under which Haemonetics will acquire Global Med for approximately $60 million in a cash tender offer.
* * *

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Under the terms of the agreement, Haemonetics will commence a tender offer to purchase all outstanding shares of Global Med’s common stock at $1.22 per share and preferred stock at approximately $1,694 per share. The tender offer is conditioned on the tender of a majority of the outstanding shares of Global Med’s common and preferred stock, and subject to other customary closing conditions. The $60 million estimated net value of the transaction is based on Global Med’s 49 million diluted common equivalent shares outstanding. Haemonetics will fund the acquisition from available cash and anticipates that it will continue to have more than $100 million in cash on the balance sheet at fiscal year end.
     5. The Proposed Merger and the defendants’ acts, as more particularly alleged herein, constitute a breach of defendants’ fiduciary duties owed to Global Med’s public stockholders, and a violation of applicable legal standards governing defendants herein.
     6. Defendants’ decision to accept the proposal at a grossly unfair and inadequate price was made in breach of defendants’ fiduciary duties to take all necessary steps to ensure that Global Med stockholders would receive the maximum value realizable for their shares of Company stock reasonably available on the market in any transaction effecting the change of corporate control of the Company. As set forth in further detail herein, the proposed price is grossly unfair, and accepting Haemonetics’s offer would constitute a breach of the director’s fiduciary duties.
JURISDICTION AND VENUE
     7. This Court has jurisdiction over this action and over defendants because Global Med is a corporation headquartered in this County and State at all relevant times and because the improper conduct alleged in this Complaint occurred in and/or was directed at this State. Additionally, this Court has jurisdiction over each of the defendants because their wrongful conduct challenged in this Complaint was directed at, and intended to have its primary effect in, this State.

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     8. Venue is proper in this Court since Global Med’s principal place of business is located in Jefferson County, Colorado at all relevant times, defendants Global Med and Atlas are incorporated under the laws of the State of Colorado, and because the improper conduct alleged in this Complaint occurred in and/or was directed at this County.
     9. This action challenges the internal affairs or governance of Global Med and hence is not removable to Federal Court under the Class Action Fairness Act of 2005 or the Securities Litigation Uniform Standards Act (“SLUSA”), 15 U.S.C. § 78bb(f).
PARTIES
     10. Plaintiff Joseph F. Sham owns and has, at all relevant times, owned shares of Global Med common stock.
     11. Global Med is a Delaware corporation with its principal offices located at 12600 West Colfax, Lakewood, Colorado. Global Med is an international healthcare information technology company which develops regulated and non-regulated products and services for the healthcare industry. As a leading provider of blood and laboratory systems and services, Global Med’s products are deployed in 20 countries and serve over 2,100 transfusion centers, blood banks and laboratory sites.
          (a) Global Med’s division, Wyndgate Technologies, is a leader in software products and services for donor centers and hospital transfusion services. Wyndgate’s eDonor product offers innovative web-based tools for donor relationship management. Hemo-Net, Wyndgate’s remote hosting service, provides secure, economical solutions for healthcare organizations.
          (b) PeopleMed, Inc., a Global Med subsidiary, implements cost-effective software validation, consulting and compliance solutions to hospitals and donor centers.

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          (c) Global Med’s European subsidiary, Inlog, SA, is a leading developer of donor center and transfusion management systems as well as cellular therapy software, laboratory information systems and quality assurance medical software systems internationally.
          (d) Global Med’s shares are traded on the OTC Market.
     12. Defendant Michael I. Ruxin, M.D. (“Ruxin”) is and has been at all relevant times a director and Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of Global Med.
     13. Defendant Thomas F. Marcinek (“Marcinek”) is and has been at all relevant times a director and President and Chief Operating Officer of Global Med.
     14. Defendant T. Kendall Hunt (“Hunt”) is and has been at all relevant times a director and President and Chief Operating Officer of Global Med.
     15. Defendant Sarah L. Barnes (“Eames”) is and has been at all relevant times a director and President and Chief Operating Officer of Global Med.
     16. Defendant Robert R. Gilmore (“Gilmore”) is and has been at all relevant times a director and President and Chief Operating Officer of Global Med.
     17. Defendants Ruxin, Marcinek, Hunt, Eames, and Gilmore are hereinafter referred to as the “Director Defendants.”
     18. The Director Defendants, by reason of their corporate directorship and/or executive positions, are fiduciaries to and for the Company’s stockholders, which fiduciary relationship requires them to exercise their best judgment, and to act in a prudent manner in the best interests of the Company’s stockholders.
     19. Defendant Haemonetics is a Massachusetts corporation with its principal place of business at 400 Wood Road, Braintree, Massachusetts 02184. Haemonetics is a global

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healthcare company that provided blood management solutions for its customers. Haemonetics’s devices and consumables, information technology platforms, and consulting services help its customers improve clinical outcomes and reduce the cost of healthcare for blood collectors, hospitals, and patients.
     20. Defendant Atlas is a wholly-owned subsidiary of Haemonetics and is incorporated under the laws of the State of Colorado.
CLASS ACTION ALLEGATIONS
     21. Plaintiff brings this action individually on his own behalf and as a class action on behalf of all stockholders of the Company (except defendants herein and any person, film, trust, corporation, or other entity related to or affiliated with any defendant) and their successors in interest, who are or will be threatened with injury arising from defendants’ actions as described herein (the “Class”).
          (a) This action is properly maintainable as a class action.
          (b) The Class is so numerous that joinder of all members is impracticable. There are over 36 million shares of Global Med common stock outstanding. The number and identities of record holders of the Company’s securities can easily be determined from the stock transfer journals maintained by Global Med or its agents. The disposition of their claims in a class action will be of benefit to the parties and to the Court.
          (c) There is a well-defined community of interest in the questions of law and fact involved affecting the members of the Class. Among the questions of law and fact common to the Class are, inter alia, the following:
          (i) Whether Haemonetics’s acquisition offer of $1.22 per share of Global Med common stock is grossly inadequate and provides value to Global Med stockholders substantially below the fair or inherent value of the Company;

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          (ii) Whether the Director Defendants have failed to take all reasonable steps necessary to ensure that Global Med stockholders will receive the maximum value realizable for their shares of Global Med common stock;
          (iii) Whether the Director Defendants have failed to act with independent business judgment and to act solely in the best interests of the Company’s stockholders; and
          (iv) Whether plaintiff and the other members of the Class would be irreparably damaged if the Proposed Merger complained of herein were to be consummated.
     22. Plaintiff is a member of the Class, is committed to prosecuting this action, and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class, and he has the same interests as the other members of the Class. Plaintiff does not have interests antagonistic to or in conflict with those he seeks to represent. Plaintiff is therefore an adequate Class representative.
     23. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.
     24. Defendants have acted, or refused to act, on grounds generally applicable to, and causing injury to, the Class and, therefore, preliminary and final injunctive relief on behalf of the Class as a whole is appropriate.

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SUBSTANTIVE ALLEGATIONS
     25. By the acts, transactions, and courses of conduct alleged herein, defendants, individually and as part of a common plan and scheme and/or aiding and abetting one another in total disregard of the Director Defendants’ fiduciary duties, are attempting to deceive the plaintiff and the Class and deprive them unfairly of their investment in Global Med.
Global Med’s Impressive Track Record of Growth
     26. Global Med has been quietly reporting steady increases in its revenue and operating income growth. On May 15, 2009, Global Med issued a press release disclosing its first quarter 2009 results entitled “Global Med Technologies, Inc. Reports Profitability, Record Operating Income and 10th Consecutive Quarter of Record Revenue Growth Operating Income Exceeds $1 Million; Recurring Revenues Climb 84%.” The May 15, 2009 press release announces that Global Med “reported profitability and its tenth consecutive quarter of revenue growth for the first quarter ended March 31, 2009.”
     27. On August 13, 2009, Global Med issued a press release disclosing its second quarter 2009 results entitled “First Half Revenues are Record High First Half and Q2 Revenues Rose 74% and 66%, Respectively Recurring Revenues Climb 20%.” The August 13, 2009 press release announces:
record revenues of $16.418 million for the first half of 2009 represent an increase of $6.980 million or 74% over the $9.438 million recorded for the first half of 2008. In the first half of 2009, operating income improved to $1.678 million from $958 thousand during the first half of last year. The Company’s net income for the first half of 2009 was $593 thousand, or $0.02 per basic common share outstanding, versus $512 thousand, or $0.02 per basic common share outstanding, for the first half of 2008.
Global Med’s revenues of $8.059 million for the second quarter of 2009 represent an increase of $3.214 million or 66% over the $4.845 million recorded for the comparable 2008 period. In the second quarter of 2009, operating income improved to $621

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thousand from $333 thousand during the comparable 2008 period. The Company’s net income for the second quarter of 2009 increased 79% to $272 thousand, or $0.01 per basic common share outstanding, from $152 thousand, or $0.01 per basic common share outstanding, for the comparable 2008 period. While the Company’s acquisitions of Inlog and eDonor in 2008 were the primary drivers of revenue growth in both the second quarter and half year results, the solid operating performance of the Company’s Wyndgate Division was the primary driver of the improvement in operating income for both periods.
Global Med’s cash flow from operations for the first half of 2009 was $3.891 million, a more than fourfold increase over the $887 thousand recorded for the first half of 2008. Recurring annual maintenance revenues for the quarter were running at an annualized rate of over $16.7 million. Based on the backlog as of June 30, 2009, the Company’s annual recurring revenues, when all contracted customer sites are implemented, will be nearly $18.0 million, an increase of 20% over 2008. The Company’s backlog of unrecognized software license fees and implementation fees as of June 30, 2009 was approximately $8.8 million, an increase of 59% over 2008. (Emphasis added).
     28. On November 11, 2009, Global Med issued a press release disclosing its third quarter 2009 results entitled “First Nine Months Revenues are Record High, $23.68 Million Record Q3 Net Income of $1.10 million* and Revenues of $7.26 million.” The November 11, 2009 press release reports record revenue. Although a substantial portion of this amount was attributable to a one-time reversal of a $1.004 million legal accrual, the remaining results demonstrate impressive, continued growth, particularly on a 9-month basis compared to the same period during 2008:
For the nine months ended September 30, 2009, income from operations improved to $2.80 million from $840 thousand for the comparable period during 2008. The Company’s net income for the first nine months of 2009 was $1.70 million, or $0.05 per basic common share outstanding, versus $284 thousand, or $0.01 per basic common share, for the comparable period during 2008. (Emphasis added).

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The Merger Agreement
     29. On January 31, 2010, Global Med announced that its board received a proposal to acquire a majority of the outstanding common stock of Global Med for $1.22 per share in cash or Haemonetics common stock. With approximately 49 million diluted common equivalent shares outstanding, the estimated net value of Haemonetics’s $1.22-per-share offer is approximately $60 million.
     30. Haemonetics has not yet commenced its tender offer, but announced that it plans to consummate the Proposed Merger in the fourth quarter of 2010.
Unfairness of the Proposed Merger
     31. Despite the apparent premium to the pre-announcement closing price, the proposed value of $1.22 per share to be paid to the members of the Class is unconscionable, unfair, and inadequate and constitutes unfair dealing because, among other things, the intrinsic value of the Company’s stock is in excess of the $60 million “stated” value, giving due consideration to the possibilities of growth and profitability of Global Med in light of its business, earnings and earnings power, present and future. The Proposed Merger fails to consider the bright prospects of Global Med. As the reported results for the first three quarters of 2009 demonstrate, Global Med has been experiencing enviable growth in its operating income and revenue growth.
     32. Accordingly, should the Director Defendants accept this manifestly unfair offer, they will have failed to take all reasonable steps necessary to ensure that the Company’s stockholders would receive the maximum value realizable for their shares in any transaction effecting the change of corporate control. Specifically, the Director Defendants failed to implement an adequate bidding mechanism to foster a fair auction of the Company to the highest

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bidder or to sufficiently explore strategic alternatives that would maximize value to the plaintiff and the Class.
     33. Consequently, plaintiff and the Class have been and will be damaged in that they have been deceived, are the victims of unfair dealing, and are not receiving the fair value of Global Med’s assets and businesses.
     34. Unless enjoined by this Court, the Director Defendants will continue to breach their fiduciary duties owed to the plaintiff and to the Class, and will succeed in their plan to exclude the plaintiff and the Class from the fair proportionate share of Global Med’s valuable assets and businesses.
     35. Plaintiff and the Class have no adequate remedy at law.
JURY TRIAL DEMANDED
     36. Plaintiff hereby demands a trial by jury.
     WHEREFORE, the plaintiff claims:
     1. judgment determining that this action is a proper class action and that plaintiff is a proper class representative;
     2. judgment declaring that defendants have breached their fiduciary duties to plaintiff and the Class and/or aided and abetted such breaches;
     3. awarding plaintiff and the Class monetary and/or rescissory damages;
     4. reasonable attorney’s fees, expert fees, and other expenses and costs;
     5. costs;
     6. interest; and
     7. such other relief as the Court may find just and proper.

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February 17, 2010
  Respectfully submitted,
 
   
 
  /s/ Kip B. Shuman
 
 
 
 
  Kip B. Shuman
 
  Rusty E. Glenn
 
  THE SHUMAN LAW FIRM
 
  885 Arapahoe Avenue
 
  Boulder, CO 80302
 
  (303) 861-3003
 
  (303) 484-4886 (fax)
 
   
 
  Local Counsel for Plaintiff
 
   
 
  HARWOOD FEFFER LLP
 
  Robert I. Harwood
 
  488 Madison Avenue, 8th Floor
 
  New York, NY 10022
 
  Telephone: (212) 935-7400
 
   
 
  Of Counsel for Plaintiff

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EX-99.E.16 9 g22113exv99wew16.htm EX-99.E.16 exv99wew16
Exhibit (e)(16)
COLORADO BUSINESS CORPORATIONS ACT
ARTICLE 113
DISSENTERS’ RIGHTS
PART 1 RIGHT OF DISSENT -
PAYMENT FOR SHARES
7-113-101. Definitions.
For purposes of this article:
(1) “Beneficial shareholder” means the beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(2) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring domestic or foreign corporation, by merger or share exchange of that issuer.
(3) “Dissenter” means a shareholder who is entitled to dissent from corporate action under section 7-113-102 and who exercises that right at the time and in the manner required by part 2 of this article.
(4) “Fair value”, with respect to a dissenter’s shares, means the value of the shares immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action except to the extent that exclusion would be inequitable.
(5) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at the legal rate as specified in section 5-12-101, C.R.S.
(6) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares that are registered in the name of a nominee to the extent such owner is recognized by the corporation as the shareholder as provided in section 7-107-204.
(7) “Shareholder” means either a record shareholder or a beneficial shareholder.
Source: L. 93: Entire article added, p. 813, § 1, effective July 1, 1994.
Cross references: For additional definitions applicable to this title, see §§ 7-90-102 and 7-101-401.
7-113-102. Right to dissent.
(1) A shareholder, whether or not entitled to vote, is entitled to dissent and obtain payment of the fair value of the shareholder’s shares in the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party if:
(I) Approval by the shareholders of that corporation is required for the merger by section 7-111-103 or 7-111-104 or by the articles of incorporation; or
(II) The corporation is a subsidiary that is merged with its parent corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired;

 


 

(c) Consummation of a sale, lease, exchange, or other disposition of all, or substantially all, of the property of the corporation for which a shareholder vote is required under section 7-112-102 (1);
(d) Consummation of a sale, lease, exchange, or other disposition of all, or substantially all, of the property of an entity controlled by the corporation if the shareholders of the corporation were entitled to vote upon the consent of the corporation to the disposition pursuant to section 7-112-102 (2); and
(e) Consummation of a conversion in which the corporation is the converting entity as provided in section 7-90-206 (2).
(1.3) A shareholder is not entitled to dissent and obtain payment, under subsection (1) of this section, of the fair value of the shares of any class or series of shares that either were listed on a national securities exchange registered under the federal “Securities Exchange Act of 1934”, as amended, or were held of record by more than two thousand shareholders, at the time of:
(a) The record date fixed under section 7-107-107 to determine the shareholders entitled to receive notice of the shareholders’ meeting at which the corporate action is submitted to a vote;
(b) The record date fixed under section 7-107-104 to determine shareholders entitled to sign writings consenting to the corporate action; or
(c) The effective date of the corporate action if the corporate action is authorized other than by a vote of shareholders.
(1.8) The limitation set forth in subsection (1.3) of this section shall not apply if the shareholder will receive for the shareholder’s shares, pursuant to the corporate action, anything except:
(a) Shares of the corporation surviving the consummation of the plan of merger or share exchange;
(b) Shares of any other corporation which, at the effective date of the plan of merger or share exchange, either will be listed on a national securities exchange registered under the federal “Securities Exchange Act of 1934”, as amended, or will be held of record by more than two thousand shareholders;
(c) Cash in lieu of fractional shares; or
(d) Any combination of the foregoing described shares or cash in lieu of fractional shares.
(2) (Deleted by amendment, L. 96, p. 1321, § 30, effective June 1, 1996.)
(2.5) A shareholder, whether or not entitled to vote, is entitled to dissent and obtain payment of the fair value of the shareholder’s shares in the event of a reverse split that reduces the number of shares owned by the shareholder to a fraction of a share or to scrip if the fractional share or scrip so created is to be acquired for cash or the scrip is to be voided under section 7-106-104.
(3) A shareholder is entitled to dissent and obtain payment of the fair value of the shareholder’s shares in the event of any corporate action to the extent provided by the bylaws or a resolution of the board of directors.
(4) A shareholder entitled to dissent and obtain payment for the shareholder’s shares under this article may not challenge the corporate action creating such entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
Source: L. 93: Entire article added, p. 814, § 1, effective July 1, 1994. L. 96: Entire section amended, p. 1321, § 30, effective June 1. L. 2006: (1)(e) added, p. 881, § 74, effective July 1. L. 2008: IP(1.3) and (1.8)(b) amended, p. 21, § 8, effective August 5.

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Cross references: For the federal “Securities Exchange Act of 1934”, see 15 U.S.C. 78a et seq.
7-113-103. Dissent by nominees and beneficial owners.
(1) A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in the record shareholder’s name only if the record shareholder dissents with respect to all shares beneficially owned by any one person and causes the corporation to receive written notice which states such dissent and the name, address, and federal taxpayer identification number, if any, of each person on whose behalf the record shareholder asserts dissenters’ rights. The rights of a record shareholder under this subsection (1) are determined as if the shares as to which the record shareholder dissents and the other shares of the record shareholder were registered in the names of different shareholders.
(2) A beneficial shareholder may assert dissenters’ rights as to the shares held on the beneficial shareholder’s behalf only if:
(a) The beneficial shareholder causes the corporation to receive the record shareholder’s written consent to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights; and
(b) The beneficial shareholder dissents with respect to all shares beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents with respect to the shares held by any one or more beneficial shareholders, each such beneficial shareholder must certify to the corporation that the beneficial shareholder and the record shareholder or record shareholders of all shares owned beneficially by the beneficial shareholder have asserted, or will timely assert, dissenters’ rights as to all such shares as to which there is no limitation on the ability to exercise dissenters’ rights. Any such requirement shall be stated in the dissenters’ notice given pursuant to section 7-113-203.
Source: L. 93: Entire article added, p. 815, § 1, effective July 1, 1994.
PART 2 PROCEDURE FOR EXERCISE
OF DISSENTERS’ RIGHTS
7-113-201. Notice of dissenters’ rights.
(1) If a proposed corporate action creating dissenters’ rights under section 7-113-102 is submitted to a vote at a shareholders’ meeting, the notice of the meeting shall be given to all shareholders, whether or not entitled to vote. The notice shall state that shareholders are or may be entitled to assert dissenters’ rights under this article and shall be accompanied by a copy of this article and the materials, if any, that, under articles 101 to 117 of this title, are required to be given to shareholders entitled to vote on the proposed action at the meeting. Failure to give notice as provided by this subsection (1) shall not affect any action taken at the shareholders’ meeting for which the notice was to have been given, but any shareholder who was entitled to dissent but who was not given such notice shall not be precluded from demanding payment for the shareholder’s shares under this article by reason of the shareholder’s failure to comply with the provisions of section 7-113-202 (1).
(2) If a proposed corporate action creating dissenters’ rights under section 7-113-102 is authorized without a meeting of shareholders pursuant to section 7-107-104, any written or oral solicitation of a shareholder to execute a writing consenting to such action contemplated in section 7-107-104 shall be accompanied or preceded by a written notice stating that shareholders are or may be entitled to assert dissenters’ rights under this article, by a copy of this article, and by the materials, if any, that, under articles 101 to 117 of this title, would have been required to be given to shareholders entitled to vote on the proposed action if the proposed action were submitted to a vote at a shareholders’ meeting. Failure to give notice as provided by this subsection (2) shall not affect any action taken pursuant to section 7-107-104 for which the notice was to have been given, but any shareholder who was entitled to dissent but who was not given such notice shall not be precluded from demanding payment for the shareholder’s shares under this article by reason of the shareholder’s failure to comply with the provisions of section
7-113-202 (2).

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Source: L. 93: Entire article added, p. 816, § 1, effective July 1, 1994. L. 96: Entire section amended, p. 1323, § 31, effective June 1.
7-113-202. Notice of intent to demand payment.
(1) If a proposed corporate action creating dissenters’ rights under section 7-113-102 is submitted to a vote at a shareholders’ meeting and if notice of dissenters’ rights has been given to such shareholder in connection with the action pursuant to section 7-113-201 (1), a shareholder who wishes to assert dissenters’ rights shall:
(a) Cause the corporation to receive, before the vote is taken, written notice of the shareholder’s intention to demand payment for the shareholder’s shares if the proposed corporate action is effectuated; and
(b) Not vote the shares in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenters’ rights under section 7-113-102 is authorized without a meeting of shareholders pursuant to section 7-107-104 and if notice of dissenters’ rights has been given to such shareholder in connection with the action pursuant to section
7-113-201 (2), a shareholder who wishes to assert dissenters’ rights shall not execute a writing consenting to the proposed corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1) or (2) of this section is not entitled to demand payment for the shareholder’s shares under this article.
Source: L. 93: Entire article added, p. 816, § 1, effective July 1, 1994. L. 96: IP(1) and (2) amended, p. 1323, § 32, effective June 1.
7-113-203. Dissenters’ notice.
(1) If a proposed corporate action creating dissenters’ rights under section 7-113-102 is authorized, the corporation shall give a written dissenters’ notice to all shareholders who are entitled to demand payment for their shares under this article.
(2) The dissenters’ notice required by subsection (1) of this section shall be given no later than ten days after the effective date of the corporate action creating dissenters’ rights under section 7-113-102 and shall:
(a) State that the corporate action was authorized and state the effective date or proposed effective date of the corporate action;
(b) State an address at which the corporation will receive payment demands and the address of a place where certificates for certificated shares must be deposited;
(c) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
(d) Supply a form for demanding payment, which form shall request a dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment demand and certificates for certificated shares, which date shall not be less than thirty days after the date the notice required by subsection (1) of this section is given;
(f) State the requirement contemplated in section 7-113-103 (3), if such requirement is imposed; and
(g) Be accompanied by a copy of this article.
Source: L. 93: Entire article added, p. 817, § 1, effective July 1, 1994.

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7-113-204. Procedure to demand payment.
(1) A shareholder who is given a dissenters’ notice pursuant to section 7-113-203 and who wishes to assert dissenters’ rights shall, in accordance with the terms of the dissenters’ notice:
(a) Cause the corporation to receive a payment demand, which may be the payment demand form contemplated in section 7-113-203 (2) (d), duly completed, or may be stated in another writing; and
(b) Deposit the shareholder’s certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of this section retains all rights of a shareholder, except the right to transfer the shares, until the effective date of the proposed corporate action giving rise to the shareholder’s exercise of dissenters’ rights and has only the right to receive payment for the shares after the effective date of such corporate action.
(3) Except as provided in section 7-113-207 or 7-113-209 (1) (b), the demand for payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the shareholder’s share certificates as required by the date or dates set in the dissenters’ notice is not entitled to payment for the shares under this article.
Source: L. 93: Entire article added, p. 817, § 1, effective July 1, 1994.
7-113-205. Uncertificated shares.
(1) Upon receipt of a demand for payment under section 7-113-204 from a shareholder holding uncertificated shares, and in lieu of the deposit of certificates representing the shares, the corporation may restrict the transfer thereof.
(2) In all other respects, the provisions of section 7-113-204 shall be applicable to shareholders who own uncertificated shares.
Source: L. 93: Entire article added, p. 818, § 1, effective July 1, 1994.

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7-113-206. Payment.
(1) Except as provided in section 7-113-208, upon the effective date of the corporate action creating dissenters’ rights under section 7-113-102 or upon receipt of a payment demand pursuant to section 7-113-204, whichever is later, the corporation shall pay each dissenter who complied with section 7-113-204, at the address stated in the payment demand, or if no such address is stated in the payment demand, at the address shown on the corporation’s current record of shareholders for the record shareholder holding the dissenter’s shares, the amount the corporation estimates to be the fair value of the dissenter’s shares, plus accrued interest.
(2) The payment made pursuant to subsection (1) of this section shall be accompanied by:
(a) The corporation’s balance sheet as of the end of its most recent fiscal year or, if that is not available, the corporation’s balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, and, if the corporation customarily provides such statements to shareholders, a statement of changes in shareholders’ equity for that year and a statement of cash flow for that year, which balance sheet and statements shall have been audited if the corporation customarily provides audited financial statements to shareholders, as well as the latest available financial statements, if any, for the interim or full-year period, which financial statements need not be audited;
(b) A statement of the corporation’s estimate of the fair value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter’s right to demand payment under section 7-113-209; and
(e) A copy of this article.
Source: L. 93: Entire article added, p. 818, § 1, effective July 1, 1994.
7-113-207. Failure to take action.
(1) If the effective date of the corporate action creating dissenters’ rights under section 7-113-102 does not occur within sixty days after the date set by the corporation by which the corporation must receive the payment demand as provided in section 7-113-203, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(2) If the effective date of the corporate action creating dissenters’ rights under section 7-113-102 occurs more than sixty days after the date set by the corporation by which the corporation must receive the payment demand as provided in section 7-113-203, then the corporation shall send a new dissenters’ notice, as provided in section 7-113-203, and the provisions of sections 7-113-204 to 7-113-209 shall again be applicable.
Source: L. 93: Entire article added, p. 819, § 1, effective July 1, 1994.
7-113-208. Special provisions relating to shares acquired after announcement of proposed corporate action.
(1) The corporation may, in or with the dissenters’ notice given pursuant to section 7-113-203, state the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action creating dissenters’ rights under section 7-113-102 and state that the dissenter shall certify in writing, in or with the dissenter’s payment demand under section 7-113-204, whether or not the dissenter (or the person on whose behalf dissenters’ rights are asserted) acquired beneficial ownership of the shares before that date. With respect to any dissenter who does not so certify in writing, in or with the payment demand, that the dissenter or the person on whose behalf the dissenter asserts dissenters’ rights acquired beneficial ownership of the shares before such date, the corporation may, in lieu of making the payment provided in section 7-113-206, offer to make such payment if the dissenter agrees to accept it in full satisfaction of the demand.

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(2) An offer to make payment under subsection (1) of this section shall include or be accompanied by the information required by section 7-113-206 (2).
Source: L. 93: Entire article added, p. 819, § 1, effective July 1, 1994.
7-113-209. Procedure if dissenter is dissatisfied with payment or offer.
(1) A dissenter may give notice to the corporation in writing of the dissenter’s estimate of the fair value of the dissenter’s shares and of the amount of interest due and may demand payment of such estimate, less any payment made under section 7-113-206, or reject the corporation’s offer under section 7-113-208 and demand payment of the fair value of the shares and interest due, if:
(a) The dissenter believes that the amount paid under section 7-113-206 or offered under section 7-113-208 is less than the fair value of the shares or that the interest due was incorrectly calculated;
(b) The corporation fails to make payment under section 7-113-206 within sixty days after the date set by the corporation by which the corporation must receive the payment demand; or
(c) The corporation does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares as required by section 7-113-207 (1).
(2) A dissenter waives the right to demand payment under this section unless the dissenter causes the corporation to receive the notice required by subsection (1) of this section within thirty days after the corporation made or offered payment for the dissenter’s shares.
Source: L. 93: Entire article added, p. 820, § 1, effective July 1, 1994.
PART 3 JUDICIAL APPRAISAL OF SHARES
7-113-301. Court action.
(1) If a demand for payment under section 7-113-209 remains unresolved, the corporation may, within sixty days after receiving the payment demand, commence a proceeding and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay to each dissenter whose demand remains unresolved the amount demanded.
(2) The corporation shall commence the proceeding described in subsection (1) of this section in the district court for the county in this state in which the street address of the corporation’s principal office is located, or, if the corporation has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the corporation has no registered agent, in the district court for the city and county of Denver. If the corporation is a foreign corporation without a registered agent, it shall commence the proceeding in the county in which the domestic corporation merged into, or whose shares were acquired by, the foreign corporation would have commenced the action if that corporation were subject to the first sentence of this subsection (2).
(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unresolved parties to the proceeding commenced under subsection (2) of this section as in an action against their shares, and all parties shall be served with a copy of the petition. Service on each dissenter shall be by registered or certified mail, to the address stated in such dissenter’s payment demand, or if no such address is stated in the payment demand, at the address shown on the corporation’s current record of shareholders for the record shareholder holding the dissenter’s shares, or as provided by law.
(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in

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any amendment to such order. The parties to the proceeding are entitled to the same discovery rights as parties in other civil proceedings.
(5) Each dissenter made a party to the proceeding commenced under subsection (2) of this section is entitled to judgment for the amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount paid by the corporation, or for the fair value, plus interest, of the dissenter’s shares for which the corporation elected to withhold payment under section 7-113-208.
Source: L. 93: Entire article added, p. 820, § 1, effective July 1, 1994. L. 96: (2) amended, p. 1324, § 33, effective June 1. L. 2003: (2) amended, p. 2327, § 261, effective July 1, 2004. L. 2004: (2) amended, p. 1506, § 279, effective July 1.
7-113-302. Court costs and counsel fees.
(1) The court in an appraisal proceeding commenced under section 7-113-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation; except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 7-113-209.
(2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any dissenters if the court finds the corporation did not substantially comply with part 2 of this article; or
(b) Against either the corporation or one or more dissenters, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to said counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
Source: L. 93: Entire article added, p. 821, § 1, effective July 1, 1994. L. 2003: (2)(a) amended, p. 2327, § 262, effective July 1, 2004.

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