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

                                  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): NOVEMBER 2, 2004

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

                                 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. GRANT OF RESTRICTED STOCK AWARDS UNDER THE 2004 EMPLOYEE STOCK INCENTIVE PLAN. On November 2, 2004, CryoLife, Inc. (CryoLife or the "Company") granted restricted stock awards totaling 83,975 shares of common stock of the Company pursuant to the 2004 Employee Stock Incentive Plan to certain employees. Such stock grants will be held in escrow by the Company and will have related voting and dividend rights and privileges unless and until forfeited. Grants to the Company's executive officers included grants of 20,000 shares to D. Ashley Lee, Executive Vice President, Chief Operating Officer and Chief Financial Officer, 5000 shares to Albert E. Heacox, Senior Vice President, Laboratory Operations, and 5000 shares to Thomas J. Lynch, Vice President, Regulatory Affairs and Quality Assurance. 10,000 shares were granted to certain additional executive officers. Each restricted stock award is valued as of the closing price of the common stock on the New York Stock Exchange ("NYSE) on the grant date, $6.91 per share. The restricted stock vests immediately in the case of Mr. Lee and at the rate of 1/12 of the stock award per month, in the case of all other executive officers, beginning November 2, 2004. Grantees must be employed by the Company to be entitled to the vesting of the stock award, and any unvested portion of the stock award as of the date of termination of employment for any reason is forfeited and cancelled as of such termination date (including, without limitation, termination by reason of death, disability or retirement). Grantees are responsible for any applicable tax and insurance withholding related to such grant. There are no material relationships between CryoLife and any of the grantees, aside from their relationships with CryoLife, as employees. Section 16(a) Reports. The restricted stock grants to CryoLife's executive officers were previously reported on Forms 4 pursuant to Section 16(a) of the Securities Exchange Act of 1934. Copies of the Forms 4 are available from CryoLife's website at http://www.cryolife.com and the EDGAR database of the U.S. Securities and Exchange Commission at http://www.sec.gov. The remainder of the restricted stock was granted to certain other non-executive officer employees of CryoLife. The material terms of these stock awards provide for the grant to vest at the rate of 1/12 of the stock award per month for a period of twelve months to each grantee. The stock is valued at $6.90 a share, the closing price of the common stock on the date of grant on the NYSE. Non-executive officer management employees are responsible for any applicable tax and insurance withholding related to such grant, however CryoLife's other 2 non-executive officer employees receiving grants will have the related Federal, FICA and Medicare withholding taxes paid by the Company. The aggregate number of restricted stock awards granted to non-executive employees was 43,975 shares. There are no material relationships between CryoLife and any of the grantees, aside from their relationships with CryoLife, as employees. GRANT OF STOCK OPTIONS UNDER THE 2004 EMPLOYEE STOCK INCENTIVE PLAN. In addition to the restricted stock grants described above, the Board of Directors also granted stock options representing 30,000 shares of CryoLife common stock to certain non-executive personnel, with a five year vesting term, expiring 66 months after grant date at an exercise price of $6.91 per share. There are no material relationships between CryoLife and any of the grantees, aside from their relationships with CryoLife, as employees. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective November 3, 2004, the Company promoted D. Ashley Lee from Vice President Finance, Treasurer and Chief Financial Officer to Executive Vice President, Chief Operating Officer and Chief Financial Officer. He will continue to report directly to Steven G. Anderson, CryoLife's President, Chief Executive Officer and founder. A copy of the press release announcing the promotion and providing additional information is incorporated by reference to Exhibit No. 99.1 filed with this Form 8-K. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. Effective November 2, 2004, the Bylaws of the Company were amended as follows: Article IV, Section 1, regarding the number and qualifications of officers was amended to add the Chairman of the Board as an officer and to allow the Board of Directors to elect Executive Vice Presidents and Senior Vice Presidents in addition to the previously allowed electable positions. Section 5 of the same Article regarding duties of officers was revised to provide that the Presiding Director, rather than the President, shall preside at all meetings of the Board if there is no Chairman of the Board. Further, either the Chairman of the Board or the President may now be the chief executive officer of the company, as specified by the Board of Directors. ITEM 9.01(C) EXHIBITS. Exhibit Number Description -------------- ----------- 3.2 Bylaws of the Company, as amended. 99.1 Press Release dated November 3, 2004 3 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: November 8, 2004 By: /s/ D. Ashley Lee --------------------------------- Name: D. Ashley Lee Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 3.2 Bylaws of the Company, as amended. 99.1 Press Release dated November 3, 2004
                                                                     EXHIBIT 3.2


                                     BY-LAWS

                                       OF

                                 CRYOLIFE, INC.


                                    ARTICLE I

                                     Offices


     The principal Office shall be in the City of Tampa, County of Hillsborough,
and State of Florida.

     The  corporation may also have offices at such other places both within and
without  the State of  Florida as the Board of  Directors  may from time to time
determine or the business of the corporation may require.


                                   ARTICLE II

                                  Stockholders

     Section 1. Annual Meeting.  The annual meeting of the stockholders shall be
held within the seven (7) month period  beginning with the first day of the last
month  of the  fiscal  year of the  corporation  for  the  purpose  of  electing
Directors and for the  transaction of such other business as may come before the
meeting,  the actual day  thereof to be set forth in the Notice of Meeting or in
the Call and Waiver of Notice of Meeting. If the election of Directors shall not
be held at any such annual  meeting of the  stockholders  or at any  adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the stockholders as soon thereafter as may be convenient.

     Section 2. Special  Meetings.  Special meetings of the stockholders for any
purposes,   unless   otherwise   prescribed   by  law  or  by  the  Articles  of
Incorporation,  may be called by the  President  or  Secretary at the request in
writing  of a  majority  of the Board of  Directors  then in  office,  or at the
request in writing of stockholders  owning not less than one-tenth (1/10) of the
entire capital stock of the  corporation  issued and outstanding and entitled to
vote  thereat.  Such request shall state the purpose or purposes of the proposed
meeting.  Business  transacted at any special meeting of  stockholders  shall be
limited to the purposes stated in the notice thereof.


   REVISED AND ADOPTED 6/18/92 AND 3/18/94 AND 4/29/03 AND 12/4/03 AND 11/2/04




     Section 3. Place of  Meeting.  The Board of  Directors  may  designate  any
place,  whether  within  or  without  the  State  of  Florida  unless  otherwise
prescribed by law or by the Articles of  Incorporation,  as the place of meeting
for any annual meeting or for any special  meeting of the  stockholders.  In the
absence of any such  designation,  the meeting shall be held at an office of the
company or at any place near an office of the company. A waiver of notice signed
by all  stockholders  entitled  to vote at a meeting  may  designate  any place,
either within or without the State of Florida unless otherwise prescribed by law
or by the  Articles  of  Incorporation,  as the  place for the  holding  of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be at any office of the corporation.

     Section 4. Notice of Meeting.  Written or printed notice stating the place,
day and hour of the meeting,  and in the case of a special meeting,  the purpose
or purposes for which the meeting is called,  shall be  delivered  not less than
ten (10) nor more than sixty (60) days  before the date of the  meeting,  either
personally  or by  first-class  mail, by or at the direction of the President or
the  Secretary,  or the  officer or persons  that  called the  meeting,  to each
stockholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed to the  stockholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

     Section  5.  Waiver  of  Notice  of  Meeting.  When  stockholders  who hold
four-fifths  (4/5) of the voting  stock having the right and entitled to vote at
any meeting,  shall be present at such meeting,  however called or notified, and
shall sign a written consent  thereto on the record of the meeting,  the acts of
such meeting shall be as valid as if legally called and notified.

     Section 6. Voting  Lists.  The officer or agent having  charge of the stock
transfer books for shares of the corporation  shall make, at least ten (10) days
before  each  meeting  of  stockholders,  a  complete  list of the  stockholders
entitled  to vote at such  meeting,  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the  address  and the  number and class and series of
shares  held by each,  which  list,  for a period of ten (10) days prior to such
meeting,  shall be kept on file at the principal  office of the  corporation and
shall be subject to inspection by any  stockholder  during the whole time of the
meeting.  The original  stock  transfer book shall be prima facie evidence as to
who are the  stockholders  entitled to examine such list or transfer books or to
vote at any meeting of the stockholders.

     Section 7. Quorum. A majority of the outstanding  shares of the corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of  stockholders,  unless  otherwise  provided  in the  Articles of
Incorporation,  but in no event  shall a quorum  consist of less than  one-third
(1/3) of the shares entitled to vote at the meeting.  If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  The stockholders  present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding quorum.


                                       2


     Section 8.  Voting of Shares.  Each  stockholder  entitled to vote shall at
every  meeting of the  stockholders  be  entitled to one vote in person for each
share of voting  stock  held by him.  Such right to vote shall be subject to the
right of the Board of Directors  to close the transfer  books or to fix a record
date for voting  stockholders  as  hereinafter  provided,  and if such Directors
shall not have exercised such right,  no share of stock shall be voted on at any
election for  Directors  which shall have been  transferred  on the books of the
corporation within twenty (20) days next preceding such election. No stockholder
shall enter into a voting trust  agreement or any other type  agreement  vesting
another  person with the authority to exercise the voting power of any or all of
his stock.

     Section 9. Proxies. At all meetings of stockholders, a stockholder may vote
by proxy,  executed  in writing  by the  stockholder  or by his duly  authorized
attorney-in-fact;  but no proxy shall be valid after eleven (11) months from its
date, unless the proxy provides for a longer period. Such proxies shall be filed
with the Secretary of the corporation before or at the time of the meeting.

                                   ARTICLE III

                               Board of Directors

     Section 1. General  Powers.  The  business  and affairs of the  corporation
shall be managed by its Board of Directors.

     Section 2. Number,  Tenure and  Qualifications.  The number of Directors of
the  corporation  shall be not less than one (1) nor more the fifteen (15),  the
number of the same shall be fixed by the Board of  Directors  at any  regular or
special  meeting.  Each Director shall hold office until the next annual meeting
of  stockholders  and until his  successor  has been  qualified,  unless  sooner
removed by the  stockholders  at any  general or  special  meeting.  None of the
Directors need be residents of the State of Florida.

     Section 3. Annual Meeting.  After each annual meeting of stockholders,  the
Board of  Directors  shall  hold its  annual  meeting  at the same  place as and
immediately following such annual meeting of stockholders for the purpose of the
election  of officers  and the  transaction  of such other  business as may come
before the meeting; and, if a majority of the Directors be present at such place
and time,  no prior notice of such meeting  shall be required to be given to the
Directors.  The  place  and time of such  meeting  may also be fixed by  written
consent of the Directors.

     Section 4. Regular Meetings. Regular meetings of the Board of Directors may
be held  without  notice at such time and at such  place as shall be  determined
from time to time by the Board of Directors.

     Section 5. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, if there be one, or the President or any
two (2) Directors.  The persons authorized to call special meetings of the Board
of Directors may fix the place for holding any special  meetings of the Board of
Directors called by them.



                                       3


     Section 6. Notice.  Notice of any special  meeting  shall be given at least
three (3) days prior thereto by written notice delivered personally or mailed to
each Director at his business address,  or by telegram.  If mailed,  such notice
shall be  deemed  to be  delivered  when  deposited  in  United  States  mail so
addressed,  with postage thereon prepaid.  If notice be given by telegram,  such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company. Any Director may waive notice of such meeting, either before,
at or after  such  meeting.  The  attendance  of a Director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

     Section 7. Quorum.  A majority of the Directors shall  constitute a quorum,
but a smaller  number may adjourn  from time to time,  without  further  notice,
until a quorum is secured.

     Section  8.  Manner of Acting.  The act of the  majority  of the  Directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

     Section 9.  Vacancies.  Any vacancy  occurring  in the Board of  Directors,
including  any  vacancy  created  by  reason  of an  increase  in the  number of
directors,  may be filled by the affirmative vote of a majority of the remaining
Directors  though  less  than a quorum  of the Board of  Directors.  A  Director
elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor in office.

     Section 10.  Compensation.  By resolution  of the Board of  Directors,  the
Directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting of the Board of Directors,  or a stated salary as Directors.  No payment
shall  preclude any Director from serving the  corporation in any other capacity
and receiving compensation therefor.

     Section 11.  Presumption of Assent.  A director of the  corporation  who is
present at a meeting of its Board of Directors at which action on any  corporate
matter is taken shall be presumed to have assented to the action  taken,  unless
he votes against such action or abstains from voting in respect  thereto because
of an asserted conflict of interest.

     Section 12. Informal  Action by Board.  Any action required or permitted to
be taken by any provisions of law, of the Articles of  Incorporation or of these
By-Laws at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if, prior to such action,  a written  consent thereto
is signed by all members of the Board or of such committee,  as the case may be,
setting forth the actions of the Board or of the committee.

     Section 13.  Telephonic  Meetings.  Members of the Board of Directors or an
executive  committee  shall be  deemed  present  at a meeting  of such  board or
committee  if a conference  telephone,  or similar  communications  equipment by
means of which all persons  participating  in the meeting can hear each other at
the same time, is used.



                                       4


     Section 14. Removal. Any director may be removed, with or without cause, by
the stockholders at any general or special meeting of the stockholders whenever,
in the judgment of the stockholders,  the best interests of the corporation will
be served thereby,  but such removal shall be without  prejudice to the contract
rights,  if any,  of the person  removed.  This  by-law  shall not be subject to
change by the Board of Directors.


                                   ARTICLE IV

                                    Officers

     Section 1. Number and Qualifications. The officers of the corporation shall
be a Chairman of the Board,  a President,  a Secretary and a Treasurer,  each of
whom shall be elected by the Board of Directors. The Board of Directors may also
elect one or more  Executive  Vice  Presidents,  Senior  Vice  Presidents,  Vice
Presidents,  one or more Assistant Secretaries and Assistant Treasurers and such
other officers as the Board of Directors shall deem appropriate. Two (2) or more
offices may be held by the same person.

     Section 2.  Election and Term of Office.  The  officers of the  corporation
shall be elected  annually by the Board of Directors at its first  meeting after
each annual meeting of the  stockholders.  If the election of officers shall not
be held at such meeting,  such election shall be held as soon  thereafter as may
be  convenient.  Each officer shall hold office until his  successor  shall have
been duly  elected  and shall have  qualified,  or until his death,  or until he
shall resign or shall have been removed in the manner hereinafter provided.

     Section  3.  Removal.  Any  officer  elected or  appointed  by the Board of
Directors may be removed by the board of Directors  whenever in its judgment the
best interests of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.

     Section  4.   Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     Section  5.  Duties  of  Officers.   The  Chairman  of  the  Board  of  the
corporation,  or the Presiding  Director if there shall not be a Chairman of the
Board,  shall  preside  at all  meetings  of the Board of  Directors  and of the
stockholders  which he shall attend.  The Chairman or the President shall be the
chief  executive  officer  of the  corporation,  as  specified  by the  Board of
Directors.  Subject to the foregoing, the officers of the corporation shall have
such powers and duties as usually pertain to their  respective  offices and such
additional powers and duties  specifically  conferred by law, by the Articles of
Incorporation, by these By-Laws, or as may be assigned to them from time to time
by the Board of Directors.

     Section 6. Salaries.  The salaries of the officers shall be fixed from time
to time by the  Board  of  Directors  and no  officer  shall be  prevented  from
receiving  such  salary by reason of the fact that he is also a Director  of the
corporation.



                                       5


     Section 7.  Delegation  of Duties.  In the absence of or  disability of any
officer of the  corporation  or for any other reason  deemed  sufficient  by the
Board of  Directors,  the Board may  delegate  his powers or duties to any other
officer or to any other Director for the time being.


                                    ARTICLE V

                         Executive and Other Committees

     Section  1.  Creation  of  Committees.  The  Board  of  Directors  may,  by
resolution  passed by a majority  of the whole  Board,  designate  an  Executive
Committee and one or more other  committees,  each to consist of one (1) or more
of the Directors of the corporation.

     Section 2. Executive Committees. The Executive committee, if there shall be
one,  shall  consult  with and advise the  officers  of the  corporation  in the
management  of its  business  and shall  have and may  exercise,  to the  extent
provided in the  resolution of the Board of Directors  creating  such  Executive
Committee, such powers of the Board of Directors as can be lawfully delegated by
the Board.

     Section  3.  Other  Committees.  Such  other  committees  shall  have  such
functions  and may  exercise  the  powers  of the Board of  Directors  as can be
lawfully  delegated and to the extent  provided in the resolution or resolutions
creating such committee or committees.

     Section 4.  Meetings  of  Committees.  Regular  meetings  of the  Executive
Committee and other  committees  may be held without  notice at such time and at
such place as shall from time to time be determined  by the Executive  Committee
or such other  committees,  and special  meetings of the Executive  Committee or
such  other  committees  may be called by any member  thereof  upon two (2) days
notice to each of the other members of such committee, or on such shorter notice
as may be agreed to in writing by each of the other  members of such  committee,
given either personally or in the manner provided in Section 6 of Article III of
these By-Laws (pertaining to notice for Directors' meetings).

     Section 5. Vacancies on Committees. Vacancies on the Executive Committee or
on such other  committees may be filled by the Board of Directors then in office
at any regular or special meeting.

     Section 6. Quorum of Committees. At all meetings of the Executive Committee
or such other committees,  a majority of the committee's  members then in office
shall constitute a quorum for the transaction of business.

     Section 7.  Manner of Acting of  Committee.  The acts of a majority  of the
members of the Executive  Committee,  or such other  committees,  present at any
meeting at which there is a quorum, shall be the act of such committee.



                                       6


     Section 8. Minutes of Committees.  The Executive Committee,  if there shall
be  one,  and  such  other  committees  shall  keep  regular  minutes  of  their
proceedings and report the same to the Board of Directors when required.

     Section 9. Compensation.  Members of the Executive Committee and such other
committees may be paid compensation in accordance with the provisions of Section
10 of Article III (pertaining to compensation of Directors).


                                   ARTICLE VI

                    Indemnification of Director and Officers

     If in  the  judgment  of a  majority  of  the  entire  Board  of  Directors
(excluding   from  such   majority  any   director   under   consideration   for
indemnification),  the  criteria set forth in Section  607.0l4(l)  or (2) of the
Florida General  Corporation Act have been met, then the Company shall indemnify
any  officer  or  director,   or  former  officer  or  director,   his  personal
representatives, devisees or heirs, in the manner and to the extent contemplated
by Section 607.0l4.


                                   ARTICLE VII

                              Certificates of Stock

     Section  1.  Certificates  for  Shares.   Every  holder  of  stock  in  the
corporation shall be entitled to have a certificate,  signed by a President or a
Vice  President  and the  Secretary or an Assistant  Secretary,  exhibiting  the
holder's  name  and  certifying  the  number  of  shares  owned  by  him  in the
corporation.  The certificates shall be numbered and entered in the books of the
corporation as they are issued.

     Section 2. Transfer of Shares. Transfers of shares of the corporation shall
be made upon its books by the  holder of the share in person or by his  lawfully
constituted  representative,  upon  surrender  of the  certificate  of stock for
cancellation.  The  person  in  whose  name  shares  stand  on the  books of the
corporation  shall be deemed by the  corporation to be the owner thereof for all
purposes and the  corporation  shall not be bound to recognize  any equitable or
other claim to or interest in such share on the part of any other person whether
or not it shall have express or other notice thereof, save as expressly provided
by the laws of the State of Florida.

     Section 3. Facsimile  Signature.  Where a certificate is manually signed on
behalf of a transfer agent or a registrar other then the  corporation  itself or
an  employee of the  corporation,  the  signature  of any such  President,  Vice
President,  Secretary or  Assistant  Secretary  may be a facsimile.  In case any
officer or officers who have signed, or whose facsimile  signature or signatures
have been used,  shall cease to be such officer or officers of the  corporation,
such  certificate or certificates may nevertheless be adopted by the corporation
and be issued and  delivered  as though the  person or persons  who signed  such


                                       7


certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

     Section  4. Lost  Certificate.  The  Board of  Directors  may  direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
their certificate of stock to be lost or destroyed.  When authorizing such issue
of  new  certificate  or  certificates,  the  Board  of  Directors  may,  in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such  lost or  destroyed  certificate  or  certificates,  or his  legal
representative,  to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any  claim  that  may be  made  against  the  corporation  with  respect  to the
certificate alleged to have been lost or destroyed.


                                  ARTICLE VIII

                                   Record Date

     The Board of Directors is authorized,  from time to time, to fix in advance
a date,  not more than sixty (60) nor less than ten (10) days before the date of
any meeting of stockholders,  or not more than sixty (60) days prior to the date
for the payment of any dividend or the date for the allotment of rights,  or the
date when any change or conversion or exchange of stock shall go into effect, or
a date in connection with the obtaining of the consent of  stockholders  for any
purpose, as a record date for the determination of the stockholders  entitled to
notice  of and to vote at any  such  meeting  and any  adjournment  thereof,  or
entitled to receive payment of any such dividend or to any such allotment, or to
exercise  the rights in respect of any such  change,  conversion  or exchange of
stock;  or to give such  consent,  as the case may be; and,  in such case,  such
stockholders  and only such  stockholders  as shall be stockholders of record on
the date so fixed  shall be  entitled  to such  notice  of,  and to vote at such
meeting and any adjournment thereof, or to receive payment of such dividend,  or
to receive such allotment of rights,  or to exercise such rights or to give such
consent,  as the case may be,  notwithstanding  any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.


                                   ARTICLE IX

                                    Dividends

     The Board of Directors may from time to time declare,  and the  corporation
may pay, dividends on its outstanding shares of capital stock in the manner upon
the terms and conditions  provided by the Articles of Incorporation and by-laws.
Dividends  may be paid in cash, in property,  or in shares of stock,  subject to
the provisions of the Articles of Incorporation and by-laws.





                                       8



                                    ARTICLE X

                                   Fiscal Year

     The fiscal year of the  corporation  shall be the twelve (12) month  period
selected by the Board of Directors as the taxable  year of the  corporation  for
federal income tax purposes


                                   ARTICLE XI

                                      Seal

     The corporate seal shall bear the name of the  corporation,  which shall be
between two concentric  circles,  and in the inside of the inner circle shall be
the calendar year of incorporation,  an impression of said seal appearing in the
margin hereof.


                                   ARTICLE XII

                           Stock in Other Corporations

     Shares of stock in other  corporations  held by this  corporation  shall be
voted by such officer or officers of this  corporation as the Board of Directors
shall from time to time  designate for the purpose or by a proxy  thereunto duly
authorized by said Board.


                                  ARTICLE XIII

                                   Amendments

     These  By-Laws may be altered,  amended or repealed  and new by-laws may be
adopted by the Board of Directors; provided that any by-law or amendment thereto
as adopted by the Board of Directors may be altered, amended or repealed by vote
of the  stockholders  entitled to vote thereon,  or a new by-law in lieu thereof
may be adopted by the stockholders. No by-law which has been altered, amended or
adopted by such a vote of the stockholders  may be altered,  amended or repealed
by a vote of the  Directors  until two (2) years shall have  expired  since such
action by vote of such stockholders.


                                   ARTICLE XIV

                      Reimbursement of Disallowed Expenses

     Any  payments  made  to an  officer  of the  corporation  such  as  salary,
commission,  bonus, interest or rent, or for entertainment  expenses incurred by
him,  which shall be disallowed  in whole or in part as a deductible  expense by
the  Internal  Revenue  Service,  shall be  reimbursed  by such  officer  to the
corporation to the full extent of such disallowance. It shall be the duty of the
Directors,  as a Board,  to  enforce  payment  of each such  amount  disallowed.


                                       9


Reimbursement of such disallowed  amounts may,  subject to the  determination of
the directors, be withheld in proportionate amounts from the future compensation
payments  of the  officer  until the  amount  owed to the  corporation  has been
recovered.


                                   ARTICLE XV

             Advance Notice of Shareholder Nominations and Proposals

     Section 1 Nominations and Proposal Requirements. Nominations of persons for
election to the Board of Directors and proposals of business to be transacted by
the  shareholders  may be made at an annual meeting of shareholders (a) pursuant
to the  Corporation's  notice  with  respect to such  meeting,  (b) by or at the
direction of the Board of Directors,  or (c) by any shareholder of record of the
Corporation who (1) was a shareholder of record at the time of the giving of the
notice provided for in the following  paragraph,  (2) is entitled to vote at the
meeting  and (3) has  complied  with the  notice  procedures  set  forth in this
Article.

     For  nominations or other business to be properly  brought before an annual
meeting by a shareholder pursuant to clause (c) of the foregoing paragraph,  (1)
the  shareholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary of the  Corporation,  (2) such  business  must be a proper  matter for
shareholder  action  under the Florida  Business  Corporation  Code,  (3) if the
shareholder,  or the  beneficial  owner on whose  behalf  any such  proposal  or
nomination is made, has provided the Corporation with a Solicitation  Notice, as
that term is defined in this  paragraph,  such  shareholder or beneficial  owner
must, (i) in the case of a proposal,  have delivered a proxy  statement and form
of proxy to  holders  of at least the  percentage  of the  Corporation's  voting
shares required under applicable law to carry any such proposal, or, (ii) in the
case of a nomination or  nominations,  have delivered a proxy statement and form
of  proxy  to  holders  of a  percentage  of  the  Corporation's  voting  shares
reasonably believed by such shareholder or beneficial holder to be sufficient to
elect the nominee or nominees proposed to be nominated by such shareholder,  and
must, in either case, have included in the materials accompanying such notice to
the  Corporation,  the  Solicitation  Notice and any proxy statement and form of
proxy  utilized  or to be utilized by such  person,  and (4) if no  Solicitation
Notice relating thereto has been timely provided  pursuant to this Article,  the
shareholder or beneficial  owner  proposing such business or nomination must not
have solicited, and must represent that he, she or it will not solicit, a number
of proxies  sufficient  to have  required  the  delivery of such a  Solicitation
Notice under this Article. To be timely, a stockholder's notice and the required
accompanying  materials  shall be  delivered to the  Secretary at the  principal
executive offices of the Corporation not less than ninety (90) nor more than one


                                       10


hundred eighty (180) days prior to the first anniversary (the  "Anniversary") of
the date on which the  Corporation  first  mailed  its proxy  materials  for the
preceding year's annual meeting of shareholders;  provided, however, that if the
date of the annual  meeting is  advanced  more than thirty (30) days prior to or
delayed by more than thirty  (30) days after the  anniversary  of the  preceding
year's  annual  meeting,  notice  by the  shareholder  to be  timely  must be so
delivered  not later than the close of business on the later of (i) the 90th day
prior to such  annual  meeting or (ii) the 10th day  following  the day on which
public   announcement   of  the  date  of  such  meeting  is  first  made.  Such
stockholder's  notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or  reelection  as a director all  information
relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such  nominees as directors  pursuant to  Regulation
14A under the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
and shall  contain  such  person's  written  consent to serve as a  director  if
elected;  (b) as to any other  business that the  shareholder  proposes to bring
before the  meeting,  a brief  description  of such  business,  the  reasons for
conducting  such  business  at the  meeting  and any  material  interest in such
business of such  shareholder and the beneficial  owner, if any, on whose behalf
the  proposal  is made;  (c) as to the  shareholder  giving  the  notice and the
beneficial  owner,  if any, on whose behalf the  nominations or proposal is made
(i) the name and address of such  shareholder,  and of such beneficial owner, as
they appear on the  Corporation's  books, (ii) the class and number of shares of
the Corporation  that are owned  beneficially  and of record by such shareholder
and such  beneficial  owner,  and (iii) whether such  shareholder  or beneficial
owner has delivered or intends to deliver a proxy statement and form of proxy to
holders  of,  in  the  case  of a  proposal,  at  least  the  percentage  of the
Corporation's  voting shares required under applicable law to carry the proposal
or, in the case of a nomination or nominations,  a sufficient  number of holders
of the Corporation's voting shares to elect such nominee or nominees (the notice
described in this sentence, a "Solicitation Notice").

     Section 2. Increase in Number of Directors. Notwithstanding anything in the
second  sentence of the second  paragraph of Section 1 of this Article XV to the
contrary,  in the event that the number of  directors to be elected to the Board
is increased and there is no public  announcement naming all of the nominees for
director or specifying the size of the increased  Board made by the  Corporation
at least fifty-five (55) days prior to the Anniversary,  a stockholder's  notice
required by this Article shall also be considered  timely, but only with respect
to  nominees  for any new  positions  created by such  increase,  if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day  following the day on which
such public announcement is first made by the Corporation.

     Section 3. Compliance with Procedures. Only persons nominated in accordance
with the  procedures  set forth in this Article XV shall be eligible to serve as
directors  and only such  business  shall be conducted  at an annual  meeting of
shareholders  as shall have been brought  before the meeting in accordance  with
the procedures set forth in this Article. The chairman of the meeting shall have
the  power  and the duty to  determine  whether  a  nomination  or any  business
proposed to be brought  before the meeting has been made in accordance  with the
procedures set forth in these Bylaws and, if any proposed nomination or business
is not in compliance with these Bylaws, to declare that such defective  proposed
business or  nomination  shall not be presented  for  shareholder  action at the
meeting and shall be disregarded.

     Section 4.  Nominations  at Special  Meetings.  Nominations  of persons for
election  to the  Board  of  Directors  may be  made  at a  special  meeting  of
shareholders at which directors are to be elected pursuant to the  Corporation's
notice  of  meeting  (a)  by or at the  direction  of  the  Board  or (b) by any
shareholder of record of the  Corporation  who is a shareholder of record at the
time of giving of notice provided for in this  paragraph,  who shall be entitled
to vote at the meeting and who complies with the notice  procedures set forth in
this  Article XV.  Nominations  by  shareholders  of persons for election to the


                                       11


Board may be made at such a special meeting of shareholders if the stockholder's
notice required by the second paragraph of this Article XV shall be delivered to
the Secretary at the principal  executive  offices of the  Corporation not later
than the  close of  business  on the  later  of 90th day  prior to such  special
meeting or the 10th day following the day on which public  announcement is first
made of the date of the  special  meeting  and of the  nominees  proposed by the
Board to be elected at such meeting.

     Section 5.  General.  For purposes of this Article,  "public  announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing  provisions of this Article XV, a shareholder
must also comply with all  applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder  with  respect to  matters  set forth in this
Article XV.  Nothing in this  Article XV shall be deemed to affect any rights of
shareholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.





                                       12


                                                                    EXHIBIT 99.1

                                                        [COMPANY LOGO]

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



         UPDATED INFORMATION ON CRYOLIFE PROMOTION OF D. ASHLEY LEE TO
     EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL
                                    OFFICER


ATLANTA,  Nov.  3  /PRNewswire-FirstCall/  --  CryoLife,  Inc.  (NYSE:  CRY),  a
biomaterials and biosurgical device company, reported today that it has promoted
D. Ashley Lee from Vice President Finance, Treasurer and Chief Financial Officer
to  Executive  Vice  President,  Chief  Operating  Officer  and Chief  Financial
Officer.  He will continue to report directly to Steven G. Anderson,  CryoLife's
President, Chief Executive Officer and founder.

Mr. Lee, 40, a University of Mississippi  graduate and a CPA, joined the Company
as Controller in 1994,  and was promoted to Vice  President and Chief  Financial
Officer  of the  Company in April of 2000.  He was  appointed  Treasurer  of the
Company in December  2002. Mr. Lee was an Audit Manager with Ernst and Young for
seven  years from 1987 to 1993.  Prior to  joining  CryoLife,  he was  Assistant
Director of Finance at Compass  Retail,  a wholly owned  subsidiary of Equitable
Real Estate.

Steven  G.  Anderson,  President  and  Chief  Executive  Officer,  stated,  "I'm
delighted to announce  Ashley's  promotion to Executive  Vice  President,  Chief
Operating  Officer and Chief  Financial  Officer as it reflects the  outstanding
contributions  that  he has  made  to the  Company  and  the  leadership  he has
demonstrated.  The Board joins with me to offer  congratulations and best wishes
to Ashley for his continuing efforts on behalf of 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(R)
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.

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

Contact:  Joseph T. Schepers
          Vice President, Corporate Communications
          (770) 419-3355

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995: Statements in this press release regarding CryoLife, Inc.'s business which
are not historical facts are "forward-looking statements" that involve risks and
uncertainties.  For a discussion  of such risks and  uncertainties,  which could
cause  actual  results to differ  from those  contained  in the  forward-looking
statements,  see "Risk Factors" in the Company's  Annual Report or Form 10-K for
the most recently ended fiscal year.