4
                       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): August 5, 2004


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


                                     Florida
                 (State or other jurisdiction of incorporation)


            1-13165                                       59-2417093
(Commission File Number)                       (IRS Employer Identification No.)


              1655 Roberts Boulevard N.W., Kennesaw, Georgia 30144
              ----------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (770) 419-3355
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)










ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit Number Description 99.1 Press Release dated August 5, 2004 ITEM 12. 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 August 5, 2004, CryoLife issued a press release announcing its results for the quarter ended June 30, 2004. CryoLife hereby incorporates by reference herein the information set forth in its Press Release dated August 5, 2004, 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, 2003, CryoLife's Form S-3 (Registration No. 333-112673), 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.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CRYOLIFE, INC. Date: August 5, 2004 By: /s/ D. Ashley Lee --------------------------------- Name: D. Ashley Lee Title: Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX Exhibit Number Description Page 99.1 Press Release dated August 5, 2004 5

                                                                    EXHIBIT 99.1


                                 [COMPANY LOGO]


FOR IMMEDIATE RELEASE

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


             CRYOLIFE REPORTS SECOND QUARTER 2004 FINANCIAL RESULTS
             BIOGLUE(R) SALES INCREASED 31% OVER SECOND QUARTER 2003
         BIOGLUE SYRINGE DELIVERY SYSTEM LAUNCHED IN THE SECOND QUARTER
                     ORTHOPAEDIC TISSUE REVENUES INCREASING

ATLANTA...(August  5,  2004)...CryoLife,  Inc. (NYSE:  CRY), a biomaterials  and
biosurgical  device  company,  today reported  financial  results for the second
quarter and first six months of 2004.

     Revenues for the second  quarter 2004 were $15.3 million  compared to $15.7
million in the second quarter of 2003.  Revenues were $15.1 million in the first
quarter  of  2004.  Net loss in the  second  quarter  of 2004  was $3.4  million
compared  to $19.9  million in the second  quarter of 2003.  On a fully  diluted
basis,  loss per common share for the second quarter 2004 was $.14 compared to a
loss of $1.01 for the same period in 2003.

     Revenues  for the first half of 2004 were $30.4  million  compared to $31.6
million in the first  half of 2003.  The net loss in the first six months of the
year was  $10.4  million  compared  to a net loss of $20.4  million  in the same
period last year. On a fully diluted  basis,  the loss per share was $.46 in the
first half of 2004 compared to a $1.04 loss per share in the first half of 2003.

     In the  second  quarter of 2004,  BioGlue(R)  sales  increased  31% to $9.0
million compared to $6.8 million in the second quarter of 2003. BioGlue revenues
were $8.6 million in the first quarter of 2004. U.S. BioGlue sales increased 32%
to $7.0 million in the second  quarter of 2004  compared to $5.3 million for the
same period in 2003.  International  BioGlue sales increased 28% to $2.0 million
in the second  quarter of 2004  compared to $1.5  million for the same period in
2003.  BioGlue revenues are expected to be between $8.6 million and $9.0 million
in the third quarter of 2004.

     "BioGlue is  achieving  strong  growth  because it has become an  important
product for surgeons in  effectively  controlling  bleeding in certain  surgical
procedures.  The BioGlue  syringe  delivery  system was  approved by the FDA and
received  CE  mark  approval  for  distribution  in  the EU in  May  2004.  This
innovative,  easy-to-use,  disposable delivery device should encourage increased
use of BioGlue  and  further  its  revenue  growth,"  said  Steven G.  Anderson,
CryoLife President and Chief Executive Officer. BioGlue revenues are expected to
increase 22%-29% to $34-$36 million in 2004 from $27.8 million in 2003.


                                     -more-


Tissue processing revenues, which include cardiac, vascular, and orthopaedic tissues, were $6.1 million in the second quarter of 2004 compared to $8.6 million in the second quarter of 2003. In the first quarter of 2004, tissue processing revenues were $6.2 million. Total tissue processing revenues are expected to be between $28 and $30 million in 2004 compared to $30.8 million in 2003. Projected tissue processing revenue for the third quarter is $7.0-$8.5 million. Cardiac tissue processing revenues were $2.8 million in the second quarter of 2004 compared to $5.0 million in the second quarter of 2003 and $3.4 million in the first quarter of 2004. Vascular tissue processing revenues were $2.6 million in the second quarter of 2004 compared to $3.3 million in the second quarter of 2003 and $2.5 million in the first quarter of 2004. Orthopaedic revenues were $574,000 in the second quarter of 2004 compared to $280,000 in the second quarter of 2003 and $309,000 the first quarter of 2004. The Company initiated fee increases for processing its cardiac and vascular tissues in July 2004. Steven Anderson stated, "The tissue processing gross margin improved to - -25% in the second quarter of 2004 from -46% in the first quarter of 2004. This increase in the tissue processing gross margin was the result of recently implemented initiatives with tissue procurement organizations and several tissue processing improvements. The tissue processing gross margin is expected to continue to improve in the second half of the year and is expected to break even by the end of the fourth quarter 2004 and be positive in 2005." Total tissue processing and product revenues are projected to be between $16 and $18 million in the third quarter of 2004, up from $15.3 million in the second quarter of 2004. Total tissue processing and product revenues are expected to increase 8%-13% to $64-$67 million for the full year 2004. In the second quarter 2004, general, administrative, and marketing expenses were favorably affected by a reduction in product liability accruals of $800,000. The net loss in the second quarter of 2004 was favorably impacted by a $1.4 million tax refund. General, administrative, and marketing expenses are expected to be approximately $40-42 million in 2004, while research and development expenses are expected to be approximately $4 million in 2004. For the third quarter of 2004, the Company expects general, administrative, and marketing expenses of approximately $10-11 million and expects research and development expenses of approximately $1 million. As of June 30, 2004, the Company had approximately $23.7 million in aggregate cash, cash equivalents, and marketable securities. The Company will hold a teleconference call and live web cast at 11:15 a.m. Eastern Standard Time, August 5, 2004, to discuss second quarter 2004 results, followed by a question and answer session hosted by Steven G. Anderson, CryoLife President and Chief Executive Officer. To listen to the live teleconference, please dial 973-582-2749 a few minutes prior to 11:15 a.m. No identification number is required. A replay of the teleconference will be available August 5 through August 10 and can be accessed by calling (toll free) 877-519-4471 or 973-341-3080. The identification number for the replay is 4973918. The live webcast can be accessed by going to the Investor Relations section of the CryoLife website at WWW.CRYOLIFE.COM. -more-

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 2004 revenues and expenses may not meet its expectations, that the Company's 2004 BioGlue revenues may not meet its expectations, that the demand for CryoLife preserved tissues may not return to prior levels, that the new BioGlue syringe delivery system may not encourage increased use of BioGlue, that the Company's general administrative and marketing expenses may not meet expectations due to higher than expected costs of resolving existing and future litigation, 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 FDA regulation of the Company's CryoValve SG and CryoVein SG may require significant time and expense, that the protein hydrogel products under development 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, 2003, 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 website: http://www.cryolife.com -more-

CRYOLIFE, INC. Unaudited Financial Highlights (In thousands, except share data) Three Months Ended Six Months Ended June 30, June 30, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Revenues: Products $ 9,203 $ 6,932 $ 18,062 $ 13,531 Human tissue preservation services 6,054 8,615 12,279 17,745 Distribution and grant 57 166 59 357 ----------- ----------- ----------- ----------- Total revenues 15,314 15,713 30,400 31,633 Costs and expenses: Products 1,894 2,006 3,841 3,647 Human tissue preservation services 7,543 5,160 16,646 7,603 General, administrative, and marketing 9,693 23,539 19,841 35,131 Research and development 891 1,088 1,812 2,005 Interest expense 59 147 102 279 Interest income (64) (116) (130) (247) Other expense, net 21 166 37 140 ----------- ----------- ----------- ----------- Total costs and expenses 20,037 31,990 42,149 48,558 Loss before income taxes (4,723) (16,277) (11,749) (16,925) Income tax (benefit) expense (1,371) 3,644 (1,371) 3,430 ------------ ----------- ------------ ----------- Net loss $ (3,352) $ (19,921) $ (10,378) $ (20,355) ============ ============ ============ ============ Net loss per share: Basic $ (0.14) $ (1.01) $ (0.46) $ (1.04) =========== =========== =========== =========== Diluted $ (0.14) $ (1.01) $ (0.46) $ (1.04) =========== =========== =========== =========== Weighted average shares outstanding: Basic 23,252 19,675 22,747 19,654 =========== =========== =========== =========== Diluted 23,252 19,675 22,747 19,654 =========== =========== =========== =========== Revenues from: Cardiovascular $ 2,831 $ 5,036 $ 6,261 $ 9,761 Vascular 2,649 3,299 5,135 7,554 Orthopaedic 574 280 883 430 ----------- ----------- ----------- ----------- Total cryopreservation 6,054 8,615 12,279 17,745 ----------- ----------- ----------- ----------- BioGlue 8,962 6,839 17,605 13,333 Implantable medical devices 241 93 457 198 Distribution and grant 57 166 59 357 ----------- ----------- ----------- ----------- Total revenues $ 15,314 $ 15,713 $ 30,400 $ 31,633 =========== =========== =========== ===========- International revenues $ 2,327 $ 1,845 $ 4,419 $ 3,556 Domestic revenues 12,987 13,868 25,981 28,077 ----------- ----------- ----------- ----------- Total revenues $ 15,314 $ 15,713 $ 30,400 $ 31,633 =========== =========== =========== =========== -more-

CRYOLIFE, INC. Financial Highlights (In thousands) Unaudited Audited June 30, Dec. 31, 2004 2003 ------------ ----------- Cash and cash equivalents $ 23,741 $ 11,916 and marketable securities, at market Trade receivables, net 7,625 6,377 Other receivables, net 2,231 1,865 Deferred preservation costs, net 7,382 8,811 Inventories 4,572 4,450 Total assets 87,751 75,027 Shareholders' equity 57,500 48,338 END