SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 27, 1999
CRYOLIFE, INC.
(Exact name of registrant as specified in charter)
Florida 021104 59-2417093
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1655 Roberts Boulevard, N.W., Kennesaw, Georgia 30144
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (770) 419-3355
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(Former name or former address, if changed since last report) Not applicable
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective May 27, 1999, at the recommendation of the Audit Committee, the Board
of Directors of Registrant engaged the accounting firm of Arthur Andersen LLP as
independent auditors for the Registrant. Arthur Andersen LLP replaces the firm
of Ernst & Young LLP, whose engagement was terminated (upon the expiration of
their engagement) by Registrant's Board of Directors, also based on the
recommendation of the Audit Committee, effective as of May 27, 1999. Ernst &
Young LLP was notified of the termination on June 1, 1999.
Neither the Registrant nor anyone engaged on its behalf has consulted with
Arthur Andersen LLP since the beginning of Registrant's fiscal year ended
December 31, 1997 with regard to (i) either: the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Registrant's financial
statements, which Arthur Andersen LLP has concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing, or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K)
or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K.
There were no disagreements between Registrant and Ernst & Young LLP in
connection with the audits of the two most recent fiscal years ended December
31, 1998, and the subsequent interim period through May 27, 1999, on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused Ernst & Young LLP to make reference in connection
with their reports to the subject matter of the disagreement. In addition, no
events of the type referenced in paragraphs (a) (1) (v) (A) through (D) of Item
304 of Regulation S-K occurred within the Registrant's two most recent fiscal
years or within the subsequent interim period through May 27, 1999.
The audit reports of Ernst & Young LLP on the consolidated financial statements
of Registrant as of and for the years ended December 31, 1998 and 1997 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
Registrant has requested Ernst & Young LLP to furnish Registrant with a letter,
addressed to the Commission, stating whether they agree with the statements made
by Registrant herein. On June 8, 1999, Registrant received a letter of Ernst &
Young LLP dated June 7, 1999, a copy of which is attached hereto as Exhibit 16.
ITEM 7. EXHIBITS.
16* Letter re Change in Certifying Accountant
_________________
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CRYOLIFE, INC.
By: /s/ EDWIN B. CORDELL, JR.
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Edwin B. Cordell, Jr.
Vice President and Chief Financial Officer
Date: June 9, 1999
849933v1
EXHIBIT INDEX
Exhibit No. Exhibit Sequential Page No.
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16* Letter re Change in
Certifying Accountant
_________________
* Filed herewith
[Ernst & Young LLP letterhead]
June 7, 1999
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 4, 1999 of CryoLife, Inc. and are in
agreement with the statements contained in the third and fourth paragraphs
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
/s/ Ernst & Young LLP
Ernst & Young LLP