**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K/A**

**(AmendmentNo. 1)**
| **(Mark One)**                                                                                                                                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| **x**                                                                                                                                               | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                          | ** ** |
| **For the  fiscal year ended May 31, 2004**                                                                                                    |
| ** **                                                                                                                                          |
| **OR**                                                                                                                                              |
| ** **                                                                                                                                          |
| o                                                                                                                                                   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                | ** ** |
| **For the  transition period from                    to** |
| ** **                                                                                                                                          |
| **Commission  file number 0-14820**                                                                                                                 |

 

**IMMUCOR,INC.**

(Exact name of registrant asspecified in its charter)

| **Georgia**                                                     |   | **22-2408354**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **3130  GATEWAY DRIVE,**                                        |   | ** **                            |
| **P.O. BOX  5625**                                         |   |                                  |
| **Norcross,  Georgia**                                          |   | **30091-5625**                        |
| (Address of principal  executive offices)                       |   | (Zip Code)                            |

 

Registrant’s telephonenumber, including area code, is **(770)441-2051**

Securities registered pursuant to Section 12(b) of the Act:

**NONE**

Securities registered pursuant to Section 12(g) of the Act:

**COMMON STOCK, $.10 PAR VALUE**

(Title of Class)

**COMMON STOCK PURCHASE RIGHTS**

(Title of Class)

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes o  No x

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Exchange Act. Yes o   No x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes o   No x

Indicate by a check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K. o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x           Accelerated filer o           Non-accelerated filer o

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o  No x

As of November 30, 2006,the aggregate market value of the common stock held by non-affiliates of theregistrant was $1,827,047,758, based upon the closing price on the NasdaqNational Market on that date. For the purpose of calculating this amount, allofficers and directors have been treated as affiliates.

As of November 30, 2006,there were 68,816,405 shares of common stock outstanding.

**DOCUMENTSINCORPORATED BY REFERENCE**

Portionsof the Registrant’s Proxy Statement for its 2004 Annual Meeting ofShareholders, filed with the Securities and Exchange Commission on September24, 2004, are incorporated by reference in Part III, Items 10-13.

 

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**EXPLANATORYNOTE**

Immucor, Inc. (the“Company”) is providing this Amendment No. 1 (this “Amendment”) to ourAnnual Report on Form 10-K for the year ended May 31, 2004, filed with theSecurities and Exchange Commission on August 16, 2004 (the “Original 10-K”).This Amendment amends the Original 10-K solely for the purpose of correctingthe inadvertent filing as Exhibit 10.21 to the Original 10-K of an incorrectversion of the employment agreement between the Company and Dr. Gioacchino DeChirico. The principal differences between the correct version filed with thisAmendment and the incorrect version filed with the Original 10-K are (1) thecorrect version requires the payment of five years’ compensation upon atermination after a change in control (as opposed to two years’ compensationunder the incorrect version that had been previously filed); (2) the correctversion provides that the term of the agreement automatically renews for fiveyears on each anniversary of the agreement (as opposed to the incorrect versionhaving a simple five-year term) and (3) the correct version allows Dr. DeChirico to terminate the agreement if the Company requires him to work morethan 30 miles from its office in Norcross, Georgia (as opposed to the incorrectversion which did not contain this provision).

As a result ofthis Amendment, the Company is also filing certifications pursuant to Section302 and Section 906 of the Sarbanes-Oxley Act of 2002.

This Amendment does notreflect events occurring after the filing of the Company’s Original 10-K anddoes not modify or update the disclosure in that Original 10-K, other than(i) the filing of the correct version of the employment agreement betweenthe Company and Dr. Gioacchino De Chirico; and (ii) the filing ofcertifications of our chief executive officer and chief financial officerpursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.

**Item 15. Exhibits, FinancialStatement Schedules.**
| (a)    | Documents filed as part of this Report: |
|--------|-----------------------------------------|
|   |                                    |
|   | 10.21/A*                                | Employment Agreement dated December 1, 2003, between  the Company and Dr. Gioacchino De Chirico. |
|   | 31.3                                    | Certification of Principal Executive Officer  Pursuant to Rule 13a-14(a) and Rule 15d-14(a). |
|   | 31.4                                    | Certification of Principal Financial Officer Pursuant  to Rule 13a-14(a) and Rule 15d-14(a). |
|   | 32.3                                    | Certification of Chief Executive Officer Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002. |
|   | 32.4                                    | Certification of Chief Financial Officer Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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*Denotes a management contract or compensatory planor arrangement.

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**SIGNATURES**

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.
|                                  | **Immucor, Inc.**                                            |
|----------------------------------|--------------------------------------------------------------|
|                             |                                                         |
| Date: December 6, 2006 | /s/ PATRICK D.  WADDY                                        |
|                             | **Patrick  D. Waddy  Chief Financial Officer and Secretary** |

 

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**EXHIBITINDEX**
| Number   | ** ** | **Description**                                                                                      |
|----------|------------|------------------------------------------------------------------------------------------------------|
| 10.21/A* |       | Employment Agreement dated December 1, 2003, between  the Company and Dr. Gioacchino De Chirico.     |
| 31.3     |       | Certification of Principal Executive Officer  Pursuant to Rule 13a-14(a) and Rule 15d-14(a).         |
| 31.4     |       | Certification of Principal Financial Officer  Pursuant to Rule 13a-14(a) and Rule 15d-14(a).         |
| 32.3     |       | Certification of Chief Executive Officer Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.4     |       | Certification of Chief Financial Officer Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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*Denotes a management contract or compensatory planor arrangement.

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