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): June 4,
2007
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
|
Florida
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1-13165
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59-2417093
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
On
June 4, 2007, CryoLife, Inc.
(“CryoLife” or the “Company”) issued a press release announcing that it is
exercising its right to convert its 6% convertible preferred stock (the
“Preferred Stock”) into the Company's common stock on and effective as of June
25, 2007. CryoLife hereby incorporates by reference herein the
information set forth in its press release dated June 4, 2007, 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
it shall not create any implication that the affairs of CryoLife have continued
unchanged since such date.
All
shares of common stock are to be
issued pursuant to the exemption contained in Section 3(a)(9) of the Securities
Act of 1933, as amended, in that they will be exchanged by the Company with
its
existing security holders exclusively where no commission or other remuneration
will be paid or given directly or indirectly for soliciting the
exchange.
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Section
9 Financial Statements and
Exhibits.
Item
9.01 Financial Statements and
Exhibits.
(a)
Financial Statements.
Not
applicable.
(b)
Pro
Forma Financial Information.
Not
applicable.
(c)
Shell
Company Transactions.
Not
applicable.
(d)
Exhibits.
|
Exhibit
Number
|
Description
|
|
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99.1
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Press
release dated June 4, 2007
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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.
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CRYOLIFE,
INC.
|
|
|
Date: June
7, 2007
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By: /s/
D.A. Lee
|
|
Name: D.
Ashley Lee
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|
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Title: Executive
Vice President, Chief Operating
Officer and Chief
|
|
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Financial
Officer
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3
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Media
Contacts:
|
D.
Ashley Lee
|
Katie
Brazel
|
|
Executive
Vice President, Chief Financial Officer and
|
Fleishman
Hillard
|
|
Chief
Operating Officer
|
Phone:
404-739-0150
|
|
Phone:
770-419-3355
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CryoLife
Exercises Right to Convert Preferred Stock into Common
Stock
ATLANTA,
GA… (June 4, 2007)… CryoLife, Inc. (NYSE: CRY), a
biomaterials, medical device and tissue processing company, announced today
it
is exercising its right to convert its 6% convertible preferred stock (Cusip
#
228903209; NYSE: CRYPR) into the company's common stock on June 25, 2007. The
preferred stock contains provisions that allow the company to convert its
preferred stock into common stock if the common stock closes above $12.06 per
share for any 20 trading days out of a consecutive 30 trading day period. This
condition was satisfied at the close of trading on the New York Stock Exchange
on June 4, 2007.
Each
share of $50 convertible preferred
stock is convertible into 6.2189 shares of the Company's common stock based
on a
conversion price of $8.04 per share. If any fractional shares of the Company's
common stock result from a conversion, the Company will make a cash payment
equal to the value of the fractional shares of common stock. As of June 4,
2007,
there were 277,600 shares of preferred stock outstanding, convertible into
1,726,366 shares of common stock. All outstanding shares of the convertible
preferred stock are held through the Depository Trust Company, whose nominee,
Cede & Co., is the sole record holder of the shares. The conversion will
take place effective June 25, 2007 at 5:00 p.m. Eastern Time. No action by
beneficial holders is required. All inquiries should be addressed to Suzanne
K.
Gabbert, Corporate Secretary, at (678) 290-4327. Immediately following the
effective date of the conversion, the convertible preferred stock will cease
trading and will be delisted from the New York Stock Exchange.
--more—
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The
Company will also issue 69,054
shares of the Company's common stock, with a total value of $833,000 at $12.06
per share, to the preferred shareholders as a dividend make-whole payment,
in
lieu of cash, for the aggregate dividends on the preferred shares that the
Company is obligated to pay through April 1, 2008. Upon conversion of the
preferred stock, the Company anticipates taking a non-cash charge to earnings
related to the derivative recorded for the dividend make-whole payment. The
amount of this charge, which could be material, cannot be determined prior
to
June 25, 2007.
About
CryoLife, Inc.
Founded
in 1984, CryoLife, Inc. is a
leader in the processing and distribution of implantable living human tissues
for use in cardiac 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. BioGlue is also CE marked in the European Community and approved
in Canada and Australia for use in soft tissue repair. The Company also
distributes the CryoLife-O'Brien(R) stentless porcine heart valve and the SG
Model 100 vascular graft, which are 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 statements include those
regarding the Company's expected conversion of its preferred stock into common
stock and the anticipated charge to earnings related to that conversion. These
statements are based on the Company' current expectations and are subject to
a
number of risks, including the risk that market or other factors could affect
the timing of the conversion and possible adjustments to the anticipated charge
to earnings that could result from the review and audit of the Company's
financial statements by its independent public accountants. Other risk factors
impacting the Company's business are detailed in CryoLife's Securities and
Exchange Commission filings, including CryoLife's Form 10-K filing for the
year
ended December 31, 2006, its most recent Form 10-Q, 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:
http://www.cryolife.com
END
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