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): February 4,
2010
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
|
Florida
|
1-13165
|
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):
|
x
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
q
|
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))
|
Section
8
Other
Events
Item
8.01
Other
Events.
On February 4, 2010, CryoLife, Inc.
(“CryoLife”) mailed an informational letter to the shareholders of Medafor,
Inc. A copy of the letter has also been posted on the CryoLife
website at www.cryolife.com/medaforoffer
and is attached hereto as Exhibit 99.1.
This filing and the exhibit hereto
are provided for informational purposes only and are not offers to purchase nor
a solicitation of offers to sell shares of Medafor or CryoLife. Subject to
future developments, CryoLife may file a registration statement and/or tender
offer documents and/or proxy statement with the SEC in connection with the
proposed combination. Shareholders should read those filings, and any
other filings made by CryoLife with the SEC in connection with the combination,
as they will contain important information. Those documents, if and
when filed, as well as CryoLife’s other public filings with the SEC, may be
obtained without charge at the SEC’s website at www.sec.gov and at CryoLife’s
website at www.cryolife.com.
Section
9 Financial
Statements and Exhibits
Item
9.01(d) Exhibits.
(a)
Financial Statements.
Not applicable.
(b) Pro
Forma Financial Information.
Not applicable.
(c) Shell
Company Transactions.
Not applicable.
(d)
Exhibits.
|
Exhibit Number
|
Description
|
|
|
99.1
|
Letter
to Medafor Shareholders dated February 4,
2010
|
- 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:
February 4, 2010
|
By:
|
/s/ D.A. Lee | |
| Name: | D. Ashley Lee | ||
| Title : | Executive Vice President, Chief | ||
| Operating Officer and Chief | |||
| Financial Officer | |||
- 3
- -
EXHIBIT
99.1
February
4, 2010
Dear
Fellow Medafor Shareholder:
On
Thursday, February 18, 2010, CryoLife will release our 2009 Fourth Quarter and
Year End Financial Results. We will be hosting a teleconference call
and a live webcast at 10:00 a.m. Eastern Time to discuss the results followed by
a question and answer session.
Any
interested party is invited to listen to the call or the webcast. A
replay of the call will also be available until Friday, February 25,
2010.
Details
of how to access the teleconference, webcast and replay are contained in the
enclosed press release.
|
Very
truly yours,
|
|
| /s/ Steven G. Anderson | |
|
Steven
G. Anderson
|
|
|
President
and CEO
|
Enclosure
| IMPORTANT
This
letter is provided for informational purposes only and is not an offer to
purchase nor a solicitation of offers to sell shares of Medafor or
CryoLife. Subject to future developments, CryoLife may file a
registration statement and/or tender offer documents and/or proxy
statement with the SEC in connection with the proposed combination of the
two companies. Shareholders should read those filings, and any
other filings made by CryoLife with the SEC in connection with the
combination, as they will contain important information. Those
documents, if and when filed, as well as CryoLife’s other public filings
with the SEC, may be obtained without charge at the SEC’s website at
www.sec.gov and at CryoLife’s website at
www.cryolife.com.
|
T (770) 419-3355
T (800) 438-8285 In the USA and
Canada
F (770) 426-0031
1655 Roberts Boulevard
NW
Kennesaw, Georgia 30144
CryoLife.com
N
E W S R E L E A S E
FOR
IMMEDIATE RELEASE
Media
Contacts:
|
D.
Ashley Lee
Executive
Vice President, Chief Financial Officer and
Chief
Operating Officer
Phone:
770-419-3355
|
CryoLife
Announces Release Date and Teleconference Call Details for 2009 Fourth Quarter
and Year End Financial Results
ATLANTA,
GA…(February 1, 2010)…CryoLife, Inc. (NYSE: CRY), a biomaterials, medical device
and tissue processing company, announced today that 2009 fourth quarter and year
end financial results will be released on Thursday, February 18,
2010. On that day, the Company will hold a teleconference call and
live webcast at 10:00 a.m. Eastern Time to discuss the results, followed by a
question and answer session hosted by Steven G. Anderson, president and chief
executive officer of CryoLife, Inc.
To listen
to the live teleconference, please dial 201-689-8261 a few minutes prior to
10:00 a.m. A replay of the teleconference will be available February
18 through February 25 and can be accessed by calling (toll free) 877-660-6853
or 201-612-7415. The account number for the replay is 244 and the
conference number is 343662.
The live
webcast and replay can be accessed by going to the Investor Relations section of
the CryoLife web site at www.cryolife.com and
selecting the heading Webcasts & Presentations.
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 U.S. and Canada. The Company's CryoValve® SG
pulmonary heart valve, processed using CryoLife's proprietary SynerGraft®
technology, has FDA 510(k) clearance for the replacement of diseased, damaged,
malformed, or malfunctioning native or prosthetic pulmonary
valves. The Company’s CryoPatch® SG
pulmonary cardiac patch has FDA 510(k) clearance for the repair or
reconstruction of the right ventricular outflow tract (RVOT), which is a surgery
commonly performed in children with congenital heart defects, such as Tetralogy
of Fallot, Truncus Arteriosus, and Pulmonary Atresia. CryoPatch SG is
distributed in three anatomic configurations: pulmonary hemi-artery, pulmonary
trunk, and pulmonary branch. 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. BioGlue
is also CE marked in the European Community and approved in Canada and Australia
for use in soft tissue repair. The Company's BioFoam®
Surgical Matrix is CE marked in the European Community for use as an adjunct in
the sealing of abdominal parenchymal tissues (liver and spleen) when cessation
of bleeding by ligature or other conventional methods is ineffective or
impractical. BIOGLUE Aesthetic™ Medical Adhesive
is CE marked in the European Community for periosteal fixation following
endoscopic browplasty (brow lift) in reconstructive plastic surgery and is
distributed by a third party for this indication. CryoLife
distributes HemoStase®, a
hemostatic agent, in much of the U.S. for use in cardiac and vascular surgery
and in many international markets for cardiac, vascular, and general surgery,
subject to certain exclusions.
For
additional information about the company, visit CryoLife’s Web
site:
http://www.cryolife.com.
Page 2 of
2