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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM 8-K
                        --------------------------------


                                 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 5, 2005

                             -----------------------

                                 CRYOLIFE, INC.
             (Exact name of registrant as specified in its charter)
                            -------------------------

FLORIDA 1-13165 59-2417093 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)
1655 ROBERTS BOULEVARD, N.W., KENNESAW, GEORGIA 30144 (Address of principal executive office) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 419-3355 ------------------------------------------------------------- (Former name or former address, if changed since last report) ------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information provided pursuant to this Item 12 is to be considered "filed" under the Securities Exchange Act of 1934 ("Exchange Act") and incorporated by reference into those filings of CryoLife, Inc. ("CryoLife") that provide for the incorporation of all reports and documents filed by CryoLife under the Exchange Act. On May 5, 2005, CryoLife issued a press release announcing its results for the quarter ended March 31, 2005. CryoLife hereby incorporates by reference herein the information set forth in its Press Release dated May 5, 2005, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release and such press release shall not create any implication that the affairs of CryoLife have continued unchanged since such date. Except for the historical information contained in this report, the statements made by CryoLife are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. CryoLife's future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Press Releases. For further information on other risk factors, please refer to the "Risk Factors" contained in CryoLife's Form 10-K for the year ended December 31, 2004, CryoLife's Form S-3 (Registration No. 333-121406), as filed with the Securities and Exchange Commission ("SEC") and any subsequent SEC filings. CryoLife disclaims any obligation or duty to update or modify these forward-looking statements. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. (b) Pro Forma Financial Information. (c) Exhibits. Exhibit Number Description 99.1 Press Release dated May 5, 2005 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CRYOLIFE, INC. Date: May 5, 2005 By: /s/ D. Ashley Lee --------------------------------- Name: D. Ashley Lee Title: Vice President, Chief Financial Officer and Treasurer 3 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated May 5, 2005 4
                                                                    EXHIBIT 99.1

                                 [COMPANY LOGO]
                                  NEWS RELEASE

FOR IMMEDIATE RELEASE

CONTACT: JOSEPH T. SCHEPERS
         VICE PRESIDENT, CORPORATE COMMUNICATIONS
         (770) 419-3355

                  CRYOLIFE FIRST QUARTER REVENUES INCREASE 17%
                             OVER FIRST QUARTER 2004

     o    Tissue  processing  revenues  increased  21% and  BioGlue(R)  revenues
          increased  14% in the first  quarter  of 2005,  compared  to the first
          quarter of 2004
     o    Financial position strengthened with $20 million convertible preferred
          offering and $15 million line of credit
     o    First  cryopreserved   osteoarticular  (OA)  allografts  implanted  in
          patients


ATLANTA...(MAY 5, 2005)...CRYOLIFE,  INC. (NYSE: CRY) announced today that first
quarter  revenues  of 2005  increased  17% to $17.7  million,  compared to $15.1
million in the first quarter of 2004.  Net loss in the first quarter of 2005 was
$1.4 million,  or $0.06 per basic and diluted  common share.  This compares to a
net loss of $7.0  million in the first  quarter of 2004,  or $0.32 per basic and
diluted common share.

"Since January 2005, the Company has made significant progress. There was strong
growth in BioGlue(R) and tissue  processing  revenues,  tissue  processing gross
margins improved greatly,  and our financial position was strengthened,"  stated
Steven G. Anderson, President and CEO, CryoLife, Inc.

Tissue processing revenues increased 21% to $7.5 million in the first quarter of
2005,  compared to $6.2  million in the first  quarter of 2004.  Cardiac  tissue
processing  revenues were $3.8 million in the first quarter of 2005, compared to
$3.4 million in the first quarter of 2004.  Vascular tissue processing  revenues
were $2.7 million in the first quarter of 2005,  compared to $2.5 million in the
first  quarter  of 2004.  Orthopaedic  revenues  were $1.1  million in the first
quarter of 2005 compared to $309,000 in the first quarter of 2004.

Mr.  Anderson  stated,  "Our  recent AATB  accreditation,  the  introduction  of
cryopreserved  osteoarticular  (OA)  allografts,  and the  pending  implants  of
cryopreserved  Clearant-Processed  orthopaedic  tissues  are key  factors to the
recovery of our tissue processing program."



                                [COMPANY ADDRESS]





BioGlue  sales for the first  quarter  of 2005  increased  14% to $9.9  million,
compared to $8.6  million in the first  quarter of 2004.  "The  BioGlue  syringe
product line is a key factor  driving  increased  BioGlue  sales in the U.S. and
internationally,"  stated Anderson.  The Company expects to introduce a spreader
tip for the syringe  delivery device during the second quarter of 2005 and a ten
milliliter BioGlue syringe in the second half of 2005.

Total tissue  processing  and product  gross margin in the first quarter of 2005
increased  to 55% from 27% in the  first  quarter  of 2004,  and from 49% in the
fourth quarter of 2004.  Tissue  processing  margin improved to 22% in the first
quarter of 2005,  compared  to (46%) in the first  quarter of 2004 and 6% in the
fourth quarter of 2004.

General, administrative,  and marketing expenses were $10.1 million in the first
quarter of both 2005 and 2004.

Research and  development  expenses  were  $921,000 in the first quarter of both
2005 and 2004.

In the second quarter of 2005, BioGlue revenues are expected to be $9.7 to $10.5
million and tissue processing  revenues are expected to be $6.9 to $7.9 million.
Bioprosthetic  cardiovascular  and vascular  device  revenues are expected to be
approximately  $300,000 in the second quarter of 2005.  Total tissue  processing
and product  revenues for the second quarter of 2005 are expected to be $16.9 to
$18.7 million.

The  Company  expects  tissue  processing  and  product  revenues to increase to
between $71.0 and $78.0 million in 2005. The Company expects BioGlue revenues to
be $40.0 to  $42.0  million;  tissue  processing  revenues  to be $30.0 to $35.0
million.  Bioprosthetic cardiovascular and vascular device revenues are expected
to be approximately $1.0 million in 2005.

The Company expects gross margins in the second quarter of 2005 to be similar to
the first quarter of 2005,  with an increase in gross margins in the second half
of 2005 resulting from tissue processing improvement initiatives scheduled to be
implemented during the second and third quarters of 2005.

The Company expects general, administrative,  and marketing expenses to be $10.0
to $11.0 million in the second  quarter of 2005,  and $42.0 to $45.0 million for
the full year 2005. The Company expects research and development  expenses to be
approximately  $1.0 million in the second quarter of 2005 and approximately $4.0
million for the full year 2005.

As of March 31, 2005, the Company had approximately  $26.1 million in cash, cash
equivalents,  and marketable securities.  Additionally,  the Company has a $15.0
million line of credit with Wells Fargo Foothill.

In March 2005, the Company completed a $20 million offering of 400,000 shares of
6%  convertible  preferred  stock  at $50  per  share.  Upon  conversion  of the
preferred stock, the Company is obligated to pay the preferred  shareholders all
unpaid  dividends  that  would  have  accrued  through  April 1, 2008  (dividend
make-whole payment). The dividend make-whole payment feature is considered to be
an embedded  derivative  instrument  and has been  recorded at fair value on the
balance  sheet  as a  current  liability.  The  Company  will  recognize  future
fluctuations in the fair value of this derivative as a component of other income
(expense) in its statement of operations.




The  Company  will hold a  teleconference  call and live  webcast  at 11:15 a.m.
Eastern  Time,  May 5, 2005, to discuss  first  quarter 2005  financial  results
followed  by a  question  and  answer  session  hosted by  Steven  G.  Anderson,
President and Chief Executive Officer.

To listen to the live  teleconference  please  dial  973-409-9258  a few minutes
prior to 11:15  a.m.  No  identification  number  is  required.  A replay of the
teleconference  will be  available  May 5 through  May 10 and can be accessed by
calling (toll free) 877-519-4471 or 973-341-3080.  The identification number for
the replay is 5963793.

The live webcast can be accessed by going to the Investor  Relations  section of
the CryoLife web site at www.cryolife.com.


ABOUT CRYOLIFE
Founded in 1984,  CryoLife,  Inc. is a leader in the processing and distribution
of  implantable  living  human  tissues for use in  cardiovascular  and vascular
surgeries  throughout  the  United  States and  Canada.  The  Company's  BioGlue
Surgical  Adhesive is FDA  approved as an adjunct to sutures and staples for use
in adult  patients in open surgical  repair of large vessels and is CE marked in
the European  Community and approved in Canada for use in soft tissue repair and
approved in Australia for use in vascular and pulmonary sealing and repair.  The
Company also  manufactures the SG Model #100 vascular graft,  which is CE marked
for distribution within the European Community.


Statements  made in this press release that look forward in time or that express
management's  beliefs,  expectations  or hopes  are  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
These future events may not occur as and when expected, if at all, and, together
with the Company's  business,  are subject to various  risks and  uncertainties.
These risks and  uncertainties  include  that the  Company's  2005  revenues and
expenses   may   not   meet   its   expectations,    the   first   cryopreserved
Clearant-Processed  orthopaedic tissue may not be implanted this month, if ever,
that either or both of the spreader tip for the BioGlue syringe  delivery device
and the ten  milliliter  BioGlue  syringe  may not be  available  for sale  when
expected,  if  ever,  the  possibility  that  the FDA  could  impose  additional
restrictions  on the  Company's  operations,  require a recall,  or prevent  the
Company  from  processing  and  distributing   tissues  or   manufacturing   and
distributing   other  products,   that  the  protein  hydrogel   products  under
development,  such as BioLastic,  BioFoam,  BioDisc and the bioresorbable stent,
may not be  commercially  feasible,  that the  Company  may not have  sufficient
borrowing  or other  capital  availability  to fund its  business,  that pending
litigation  cannot be  settled  on terms  acceptable  to the  Company,  that the
Company may not have sufficient resources to pay punitive damages (which are not
covered by insurance) or other liabilities in excess of available insurance, the
possibility of severe  decreases in the Company's  revenues and working capital,
that to the extent the Company  does not have  sufficient  resources  to pay the
claims against it, it may be forced to cease operations or seek protection under
applicable  bankruptcy  laws,  changes  in laws and  regulations  applicable  to
CryoLife and other risk factors  detailed in CryoLife's  Securities and Exchange
Commission  filings,  including  CryoLife's  Form 10-K filing for the year ended
December 31, 2004, its registration  statement on Form S-3 (Reg. No. 333-121406)
and the  Company's  other SEC filings.  The Company does not undertake to update
its forward-looking statements.


               For additional information about the company, visit
                     CryoLife's web site: www.cryolife.com.







CRYOLIFE, INC. Unaudited Financial Highlights (In thousands, except per share data) Three Months Ended March 31, ------------------------------ 2005 2004 ------------- ------------- Revenues: Products $ 10,127 $ 8,859 Human tissue preservation services 7,538 6,225 Research grants -- 2 ----------- ----------- Total revenues 17,665 15,086 Costs and expenses: Products 2,116 1,947 Human tissue preservation services 5,899 9,103 General, administrative, and marketing 10,056 10,148 Research and development 921 921 Interest expense 55 43 Interest income (75) (66) Change in valuation of derivative (118) -- Other expense, net 130 16 ----------- ----------- Total costs and expenses 18,984 22,112 Loss before income taxes (1,319) (7,026) Income tax expense 38 -- ----------- ----------- Net loss $ (1,357) $ (7,026) ============ ============ Effect of preferred stock (46) -- ------------ ----------- Net loss applicable to common shares $ (1,403) $ (7,026) ============ ============ Loss per common share: Basic $ (0.06) $ (0.32) =========== ============ Diluted $ (0.06) $ (0.32) =========== ============ Weighted average common shares outstanding: Basic 23,440 22,241 =========== =========== Diluted 23,908 22,241 =========== =========== Revenues from: BioGlue $ 9,871 $ 8,643 Cardiovascular 3,750 3,430 Vascular 2,716 2,486 Orthopaedic 1,072 309 ----------- ----------- Total preservation services 7,538 6,225 ----------- ----------- Bioprosthectic devices 256 216 Research grants -- 2 ----------- ----------- Total revenues $ 17,665 $ 15,086 =========== ===========- International revenues $ 2,474 $ 2,092 Domestic revenues 15,191 12,994 ----------- ----------- Total revenues $ 17,665 $ 15,086 =========== ===========
CRYOLIFE, INC. Financial Highlights (In thousands) March 31, Dec. 31, 2005 2004 ----------- ----------- (Unaudited) Cash and cash equivalents, marketable $ 26,128 $ 9,232 securities, at market, and restricted cash and securities Trade receivables, net 9,238 8,293 Other receivables 8,091 3,957 Deferred preservation costs, net 9,402 8,822 Inventories 4,716 4,767 Total assets 94,608 73,261