UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 4)

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

GLOBAL MED TECHNOLOGIES, INC.

(Name of Subject Company (Issuer))

Atlas Acquisition Corp.

Haemonetics Corporation

(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share, and
Series A Convertible Preferred Stock, $0.01 par value per share
(Title of Class of Securities)

37935E101
(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

James S. O’Shaughnessy, Esq. General Counsel Haemonetics Corporation 400 Wood Road Braintree, Massachusetts 02184 (781) 848-7100		Lisa R. Haddad, Esq. Goodwin Procter LLP 53 State Street Boston, Massachusetts 02109 (617) 570-1000

	Transaction Valuation*			Amount of Filing Fee**
	$73,386,833.94			$5,233

þ

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		$5,233				Filing Party:		Haemonetics Corporation and Atlas Acquisition Corp.
Form or Registration No.:		Schedule TO				Date Filed:		February 19, 2010

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third-party tender offer subject to Rule 14d-1.
o		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

     This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2010, as amended by that certain Amendment No. 1 to the Schedule TO filed with the SEC on February 25, 2010, that certain Amendment No. 2 to the Schedule TO filed with the SEC on March 9, 2010, and that certain Amendment No. 3 to the Schedule TO filed with the SEC on March 11, 2010 (as so amended, the “Schedule TO”). The Schedule TO relates to the offer by Atlas Acquisition Corp., a Colorado corporation (“Acquisition Corp.”) and a direct wholly-owned subsidiary of Haemonetics Corporation, a Massachusetts corporation (“Haemonetics”), to purchase all of the outstanding shares of common stock, $0.01 par value per share (the “Common Shares”), of Global Med Technologies, Inc., a Colorado corporation (“Global Med”), at a purchase price of $1.22 per Common Share, net to the seller in cash, without interest thereon, less any applicable withholding taxes, and to purchase all of the outstanding shares of Global Med’s Series A Convertible Preferred Stock, $0.01 par value per share (the “Preferred Shares,” and together with the Common Shares, the “Shares”), at a purchase price of $1,694.44 per Preferred Share, net to the seller in cash, without interest thereon, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 19, 2010, as amended and supplemented (the “Offer to Purchase”), and in the related Letter of Transmittal for the Preferred Shares and the Letter of Transmittal for the Common Shares (each, as the context requires, the “Letter of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer.” This Amendment is being filed on behalf of Acquisition Corp. and Haemonetics.

     The information set forth in the Offer to Purchase, including Annex I thereto, the Letter of Transmittal for the Common Shares and the Letter of Transmittal for the Preferred Shares, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C) thereto, respectively, is incorporated by reference in the answers to Items 1 through 9 and Item 11 of the Schedule TO and this Amendment, as applicable, and is supplemented by the information specifically provided in the Schedule TO and this Amendment.

     Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO and the information incorporated therein. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

ITEM 1. SUMMARY TERM SHEET.

     The section of the Offer to Purchase entitled “SUMMARY TERM SHEET,” incorporated into Item 1 of the Schedule TO by reference, is hereby amended as set forth in Item 4 of this Amendment.

ITEM 4. TERMS OF THE TRANSACTION.

     The Offer to Purchase, incorporated by reference in its entirety into Item 4(a) of the Schedule TO, is hereby amended as set forth in this Amendment.

     In addition, on March 18, 2010, Haemonetics and Acquisition Corp. issued a press release announcing that, with the consent of Global Med, the Offer is being extended to 12:00 midnight, Boston, Massachusetts time on March 24, 2010, in connection with the parties reaching an agreement in principle (formalized in a written memorandum of understanding) with the Consolidated Plaintiffs as discussed in Item 11 of this Amendment. As of the close of business on March 17, 2010, 3,960 Preferred Shares and 21,049,667 Common Shares had been tendered in and not withdrawn from the Offer. These tendered Shares constituted 100% of the Preferred Shares outstanding and approximately 55% of the Common Shares outstanding (or approximately 40% of the Common Shares outstanding on a fully diluted basis as described in the Offer to Purchase). The press release is attached hereto as Exhibit (a)(5)(B).

     Accordingly, references to the Expiration Date in the Offer to Purchase are hereby amended to be references to “12:00 midnight, Boston, Massachusetts time, on March 24, 2010,” including the references contained in the following sections: cover page, “IMPORTANT,” “SUMMARY TERM SHEET,” the response to the question “How

long do I have to tender in the Offer?” appearing on page iv of the Offer to Purchase, and “THE TENDER OFFER” — Section 1 (“Terms of the Offer”).

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     The information incorporated by reference into Items 5(a) and (b) of the Schedule TO is amended by the following amendments to the Offer to Purchase:

     “THE TENDER OFFER” — Section 11 (“Contacts and Transactions with Global Med; Background of the Offer”)

     This section is hereby amended and supplemented by adding the following text immediately following the last paragraph thereof:

“On March 17, 2010, for the sole purpose of reducing the termination fee set forth in Section 9.2(b) of the Merger Agreement from $2,600,000 to $2,400,000, Haemonetics, Acquisition Corp. and Global Med entered into Amendment No. 1 to the Merger Agreement.”

Amendment No. 1 to the Merger Agreement is attached hereto as Exhibit (d)(1)(A).

     “THE TENDER OFFER” — Section 12 (“Purpose of the Offer; the Merger Agreement; Plans for Global Med”)

     This section is hereby amended by replacing, on page 26 of the Offer to Purchase, the amount “$2,600,000” with “$2,400,000.”

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     The section of the Offer to Purchase entitled “THE TENDER OFFER” — Section 12 (“Purpose of the Offer; the Merger Agreement; Plans for Global Med”), incorporated by reference into Items 6(a) and (c)(1)-(7) of the Schedule TO, is hereby amended as set forth in Item 5 of this Amendment.

ITEM 11. ADDITIONAL INFORMATION.

     The section of the Offer to Purchase entitled “THE TENDER OFFER” — Section 11 (“Contacts and Transactions with Global Med; Background of the Offer”), incorporated into Item 11(a)(1) of the Schedule TO by reference, is hereby amended as set forth in Item 5 of this Amendment.

     The section of the Offer to Purchase entitled “THE TENDER OFFER” — Section 12 (“Purpose of the Offer; the Merger Agreement; Plans for Global Med”), incorporated into Items 11(a)(1), (2) and (3) of the Schedule TO by reference, is hereby amended as set forth in Item 5 of this Amendment.

     The information incorporated by reference into Item 11(a)(5) of the Schedule TO is amended by the following amendment to the Offer to Purchase:

     “THE TENDER OFFER” — Section 17 (“Legal Proceedings”)

     The text of the penultimate paragraph of this section is amended by deleting “In re Global Med Technologies, Inc. Shareholder Litigation, Case No. 2010CV673” and replacing it with “Carmelo J. Corica, Joseph F. Sham and Robert O’Brien v. Michael Ruxin, et al., Case No. 10CV673 (the “Consolidated Action”).”

     The text “and plan to vigorously defend against it,” which appears at the end of the first three paragraphs of this section, is hereby deleted in its entirety in each instance.

     The text of this section is hereby amended and supplemented further by adding the following text immediately preceding the last paragraph thereof:

     “On March 17, 2010, the parties to the Consolidated Action entered into a memorandum of understanding (“MOU”), pursuant to which the parties reached an agreement in principle to settle the Consolidated Action. Pursuant to the MOU, the parties agreed that (i) Haemonetics and Acquisition Corp. will extend the Offer to 12:00 midnight, Boston, Massachusetts time on March 24, 2010, (ii) Global Med will provide certain supplemental disclosures to its Solicitation/Recommendation Statement on Schedule 14D-9, and (iii) Section 9.2(b) of the Merger Agreement will be amended to reduce the termination fee from $2,600,000 to $2,400,000. In exchange, following confirmatory discovery, the parties will attempt in good faith to agree to a stipulation of settlement and, upon court approval of that stipulation, the Consolidated Plaintiffs will dismiss the Consolidated Action with prejudice, and the Defendants will be released from any claims arising out of the Offer, the Merger or any related transaction, other than the fees and costs of the attorneys for the Consolidated Plaintiffs awarded by the court, if any.

     Haemonetics and Acquisition Corp. have denied, and continue to deny, that either of them has committed or aided and abetted in the commission of any violation of law of any kind or engaged in any of the wrongful acts alleged in the Consolidated Action. Haemonetics and Acquisition Corp. have negotiated to reach the agreement in principle to settle the Consolidated Action solely to eliminate the burden and expense of further litigation. In the event that the settlement is not approved, Haemonetics and Acquisition Corp. plan to vigorously defend against the Consolidated Action.”

     The Offer to Purchase, incorporated by reference in its entirety into Item 11(b) of the Schedule TO, is hereby amended as set forth in this Amendment.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and restated in its entirety as follows:

(a)(1)(A)*		Offer to Purchase, dated February 19, 2010.
(a)(1)(B)*		Form of Letter of Transmittal for Common Shares.
(a)(1)(C)*		Form of Letter of Transmittal for Preferred Shares.
(a)(1)(D)*		Form of Notice of Guaranteed Delivery for Common Shares.
(a)(1)(E)*		Form of Notice of Guaranteed Delivery for Preferred Shares.
(a)(1)(F)*		Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(G)*		Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(H)*		Summary Advertisement published in the Wall Street Journal on February 19, 2010.
(a)(5)(A)*		Joint Press Release issued by Haemonetics and Global Med, dated February 1, 2010 (incorporated herein by reference to Exhibit 99.1 to the Tender Offer Statement on Schedule TO filed by Haemonetics on February 1, 2010).
(a)(5)(B)		Press Release issued by Haemonetics and Acquisition Corp. on March 18, 2010.
(b)		None.
(d)(1)*		Agreement and Plan of Merger, dated as of January 31, 2010, by and among Haemonetics, Acquisition Corp. and Global Med (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Global Med with the SEC on February 2, 2010).
(d)(1)(A)		Amendment No. 1 to Agreement and Plan of Merger, dated as of March 17, 2010, by and among Haemonetics, Acquisition Corp. and Global Med.
(d)(2)(A)*		Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics, Acquisition Corp. and each of Michael I. Ruxin and Thomas F. Marcinek.
(d)(2)(B)*		Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics, Acquisition Corp. and Victory Park Special Situations Master Fund Ltd.
(d)(3)(A)*		Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and Michael I. Ruxin.

(d)(3)(B)*		Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and Thomas F. Marcinek.
(d)(4)*		Confidentiality Agreement, dated as of March 30, 2009, by and between Haemonetics and Global Med.
(d)(5)*		Letter agreement, dated December 2, 2009, by and between Global Med and Haemonetics.
(d)(6)*		Letter agreement, dated January 25, 2010, by and between Global Med and Haemonetics.
(g)		None.
(h)		None.

SIGNATURES

          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.

EXHIBIT INDEX

The Exhibit Index is hereby amended and restated in its entirety as follows:

(a)(1)(A)*		Offer to Purchase, dated February 19, 2010.
(a)(1)(B)*		Form of Letter of Transmittal for Common Shares.
(a)(1)(C)*		Form of Letter of Transmittal for Preferred Shares.
(a)(1)(D)*		Form of Notice of Guaranteed Delivery for Common Shares.
(a)(1)(E)*		Form of Notice of Guaranteed Delivery for Preferred Shares.
(a)(1)(F)*		Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(G)*		Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(H)*		Summary Advertisement published in the Wall Street Journal on February 19, 2010.
(a)(5)(A)*		Joint Press Release issued by Haemonetics and Global Med, dated February 1, 2010 (incorporated herein by reference to Exhibit 99.1 to the Tender Offer Statement on Schedule TO filed by Haemonetics on February 1, 2010).
(a)(5)(B)		Press Release issued by Haemonetics and Acquisition Corp. on March 18, 2010.
(b)		None.
(d)(1)*		Agreement and Plan of Merger, dated as of January 31, 2010, by and among Haemonetics, Acquisition Corp. and Global Med (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Global Med with the SEC on February 2, 2010).
(d)(1)(A)		Amendment No. 1 to Agreement and Plan of Merger, dated as of March 17, 2010, by and among Haemonetics, Acquisition Corp. and Global Med.
(d)(2)(A)*		Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics, Acquisition Corp. and each of Michael I. Ruxin and Thomas F. Marcinek.
(d)(2)(B)*		Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics, Acquisition Corp. and Victory Park Special Situations Master Fund Ltd.
(d)(3)(A)*		Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and Michael I. Ruxin.
(d)(3)(B)*		Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and Thomas F. Marcinek.
(d)(4)*		Confidentiality Agreement, dated as of March 30, 2009, by and between Haemonetics and Global Med.
(d)(5)*		Letter agreement, dated December 2, 2009, by and between Global Med and Haemonetics.
(d)(6)*		Letter agreement, dated January 25, 2010, by and between Global Med and Haemonetics.
(g)		None.
(h)		None.

Exhibit (a)(5)(B)

HAEMONETICS® THE Blood Management Company		News Release

FOR RELEASE:		CONTACT:
Date:   March 18, 2010 Time:   7:00 am Eastern		Bryanne Salmon Tel. (781) 356-9613 bsalmon@haemonetics.com

Haemonetics Corporation Announces Extension of Tender Offer for Global Med Technologies, Inc.

Braintree, MA, March 18, 2010 — Haemonetics Corporation (NYSE:HAE) today announced that it is extending its previously announced cash tender offer, through its wholly-owned subsidiary Atlas Acquisition Corp., for all outstanding shares of common and preferred stock of Global Med Technologies, Inc., until 12:00 midnight, Boston, Massachusetts time, on Wednesday, March 24, 2010. The tender offer, which was previously set to expire at midnight, Boston, Massachusetts time on March 18, 2010, was extended, with the consent of Global Med, in connection with the parties reaching an agreement in principle (formalized in a written memorandum of understanding) to settle the legal proceedings pending in connection with the tender offer. In connection with the proposed settlement, Global Med has agreed to provide supplemental disclosures in its solicitation/recommendation statement on Schedule 14D-9, and the parties have agreed to amend the related merger agreement to reduce the termination fee from $2,600,000 to $2,400,000. All other terms and conditions of the tender offer remain unchanged.

As of the close of business on March 17, 2010, 3,960 shares of preferred stock and 21,049,667 shares of common stock had been tendered in and not withdrawn from the offer. These tendered shares constituted 100% of the outstanding shares of preferred stock and approximately 55% of the outstanding shares of common stock (or approximately 40% of the common stock taking into account currently outstanding stock options and warrants).

The complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal for the shares of common stock, letter of transmittal for the shares of preferred stock and other related materials previously filed with the Securities and Exchange Commission on February 19, 2010 as exhibits to a tender offer statement on Schedule TO, as amended, by Haemonetics and Atlas Acquisition Corp. Consummation of the tender offer remains subject to the closing conditions set forth in the offer to purchase.

Additional Information

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The tender offer by Atlas Acquisition Corp. for the shares of Global Med’s capital stock has commenced. The solicitation and the offer to buy shares of Global Med’s capital stock is made pursuant to a tender offer statement on Schedule TO, including an offer to purchase and other related materials, as amended, that Atlas Acquisition Corp. has filed with the SEC. Global Med has filed a solicitation/recommendation statement on Schedule 14D-9 and amendments thereto. Global Med stockholders should read all of these materials carefully prior to making any decisions with respect to the offer because they contain important information.

Global Med stockholders are able to obtain the tender offer statement on Schedule TO, the offer to purchase, related materials with respect to the offer and amendments thereto, free of charge at the SEC’s website at www.sec.gov, from D.F. King & Co., Inc., the information agent for the tender offer, at (212) 269-5550 for banks and brokers or (800) 549-6746 for shareholders and all others, or by sending a written request to Atlas Acquisition Corp. Requests for documents from Atlas Acquisition Corp. should be submitted in writing to Haemonetics, Attn: Investor Relations, 400 Wood Road, Braintree, MA 02184. In addition, Haemonetics and Global Med each file annual, quarterly, and other reports with the SEC. Copies of these reports or other SEC filings are available for free at the SEC public reference room at 100 F Street, NE, Washington, DC 20549 and www.sec.gov.

This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Haemonetics and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-

Haemonetics Corporation • 400 Wood Road • Braintree, MA 02184 USA

HAEMONETICS® THE Blood Management Company		News Release

looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the ability to close the tender offer and to complete the merger and other transactions contemplated by the above-described merger agreement, and the related timing of such events; the settlement of the legal proceedings pending in connection with the tender offer; the expected benefits and costs of the transaction; management plans relating to the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits of the transaction may not materialize; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, Global Med’s business may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; and other risks that are described from time to time in Haemonetics’ Securities and Exchange Commission reports, including but not limited to the risks described in Haemonetics’ Annual Report on Form 10-K for its fiscal year ended March 28, 2009. The foregoing list should not be construed as exhaustive. The forward-looking statements are based on estimates and assumptions and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results and experience could differ materially from the forward-looking statements. Haemonetics assumes no obligation and does not intend to update these forward-looking statements except as required by law.

Haemonetics Corporation • 400 Wood Road • Braintree, MA 02184 USA

Exhibit (d)(1)(A)

AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER

     This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of March 17, 2010, by and among Haemonetics Corporation, a Massachusetts corporation (“Parent”), Atlas Acquisition Corp., a Colorado corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Global Med Technologies, Inc., a Colorado corporation (“Seller”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of January 31, 2010, by and among Parent, Purchaser and Seller (the “Merger Agreement”).

          WHEREAS, the parties have agreed to amend the Merger Agreement to provide for the matter set forth herein; and

          WHEREAS, each of Parent, Purchaser and Seller have approved this Amendment.

          NOW THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1. Amendment of Section 9.2(b). Section 9.2(b) of the Merger Agreement is hereby amended by replacing “$2,600,000” with “$2,400,000.”

          2. Entire Agreement. This Amendment and the Merger Agreement, together with the exhibits, annexes and schedules thereto, and any documents delivered by the parties in connection therewith, and the Confidentiality Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof. Except as amended by this Amendment, the Merger Agreement remains in full force and effect.

          3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its rules of conflict of laws.

          4. Counterparts. This Amendment may be executed and delivered (including by facsimile or electronic transmission) in more than one counterpart, each of which shall be deemed to be an original and, together, shall constitute one and the same instrument.

[Signature Page Follows]

          IN WITNESS WHEREOF, Parent, Purchaser and Seller have caused this Amendment to be executed as a sealed instrument by their duly authorized officers as of the day and year first above written.