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Form 8-K for SEROLOGICALS CORP

27-Jan-2004

Acquisition or Disposition of Assets and Financial Statements & Exhibits

On January 15, 2004, Serologicals Corporation completed the sale of the therapeutic plasma business, for total consideration of approximately $18.1 million, to Gradipore Limited ("Gradipore"), an Australian-based company. The effective date of the sale was December 28, 2003. Serologicals received $3.5 million in cash at closing. The remainder of the consideration is in the form of two secured promissory notes in the amount of $1.5 million and $11.8 million payable as defined in the First Amendment of the Stock Purchase Agreement. Gradipore also assumed $1.3 million of current and long-term liabilities associated with the operations. Gradipore received accounts receivables, inventory and long-term tangible and intangible assets. The operations of the therapeutic plasma business consisted primarily of ten plasma collection centers and a central testing laboratory and a staff of approximately 160 people. The majority of these employees, including the management team, will be retained by Gradipore. The Stock Purchase Agreement, dated as of December 19, 2003, by and among Gradipore Limited, Gradipore Inc., Serologicals Finance Company, and Serologicals Corporation and First Amendment to the Stock Purchase Agreement, dated as of January 15, 2004, are attached to this Form 8-K as Exhibit 2.1 and 2.2, respectively.

A copy of the press release issued on January 15, 2004 with respects to the completion of the disposition is attached as Exhibit 99.1.

(a) Financial Statements

(b) Proforma Financial Statements

The pro forma financial statements will be filed no later than 60 days after the date on which this Report on Form 8-K must be filed.

(c) Exhibits.

The following Exhibit is filed as part of this Report to the extent described in Item 2.

Exhibit No.                              Description of Exhibits                         
-----------      ------------------------------------------------------------------------
2.1              Stock Purchase Agreement, Dated as of December 19, 2003, by and among   
                 Gradipore Limited, Gradipore Inc., Serologicals Finance Company, and    
                 Serologicals Corporation.                                               
2.2              First Amendment to the Stock Purchase Agreement, dated as of January 15,
                 2004                                                                    
99.1             Press Release dated January 15, 2004.                                   

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