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 8,
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 8, 2010, CryoLife, Inc.
(“CryoLife”) delivered a letter to the Board of Directors of Medafor, Inc.
(“Medafor”) and issued a press release regarding the same. These
documents are available at www.cryolife.com/medaforoffer
and/or have otherwise been disseminated by CryoLife. The letter to
the Medafor Board and the press release dated February 8, 2010 are attached
hereto as Exhibits 99.1 and 99.2, respectively.
This filing and the exhibits
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.
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Exhibit Number
|
Description
|
|
|
99.1
|
Letter
to the Medafor Board
|
|
|
99.2
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Press
Release dated February 8, 2010
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- 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.
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CRYOLIFE,
INC.
|
|||
|
Date: February
8, 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
5, 2010
VIA
FEDEX
Michael
F. Pasquale, Chairman of the Board
Medafor,
Inc.
Dear
Michael,
Thank you for your response, which we
received on January 22, 2010. We are encouraged by your statement
that you are giving consideration to our proposal to acquire all of the
outstanding shares of Medafor's common stock. We and our advisors are
prepared to meet with you and your advisors to answer any questions you may have
about our offer and to discuss your perspective on Medafor’s
valuation. To that end, we would appreciate greater detail on the
board's timing and process for considering our proposal and entering into direct
discussions with us. A timely response is appreciated as it has been
approximately two weeks since your last communication and three weeks since we
submitted our proposal.
We urge you to enter into discussions
with us in a timely manner as delaying negotiations with us simply delays the
creation of value for your shareholders. We believe that CryoLife's
resources and financial strength will maximize the potential of Medafor and its
hemostatic technology for the benefit of patients and shareholders.
Although
we prefer to work with you and your advisors to negotiate a mutually agreeable
transaction, in the event that you continue to delay or refuse to meet with us,
we will be forced to consider all our options. This includes
exercising our right to call a special shareholders meeting as provided for
under your bylaws.
We are prepared to commit all the
resources necessary to complete a transaction expeditiously. We
believe that a combination of CryoLife and Medafor makes strategic and financial
sense for the shareholders of both companies and we hope you will work with us
in a productive manner.
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
I look forward to receiving your
response with an update on the board's process and timing as soon as possible,
as well as the contact details for your advisors. We believe that
your other shareholders would welcome this information as well.
|
Very
truly yours,
|
|
| /s/ Steven G. Anderson | |
|
Steven
G. Anderson
|
|
|
President,
CEO and Chairman of the Board
|
|
cc:
|
Board
of Directors of Medafor
|
|
Gary J.
Shope
|
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2
EXHIBIT 99.2
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
Nina
Devlin
Edelman
Phone:
212-704-8145
CryoLife
Sends Letter to Medafor, Inc. Board of Directors
ATLANTA, GA (February 8, 2010) --
CryoLife, Inc. (NYSE: CRY), an implantable biological medical device and
cardiovascular tissue processing company, announced today that it has sent the
following letter to Medafor’s Board of Directors:
February
5, 2010
VIA
FEDEX
Michael
F. Pasquale, Chairman of the Board
Medafor,
Inc.
Dear
Michael,
Thank you for your response, which we
received on January 22, 2010. We are encouraged by your statement
that you are giving consideration to our proposal to acquire all of the
outstanding shares of Medafor's common stock. We and our advisors are
prepared to meet with you and your advisors to answer any questions you may have
about our offer and to discuss your perspective on Medafor’s
valuation. To that end, we would appreciate greater detail on the
board's timing and process for considering our proposal and entering into direct
discussions with us. A timely response is appreciated as it has been
approximately two weeks since your last communication and three weeks since we
submitted our proposal.
We urge you to enter into discussions
with us in a timely manner as delaying negotiations with us simply delays the
creation of value for your shareholders. We believe that CryoLife's
resources and financial strength will maximize the potential of Medafor and its
hemostatic technology for the benefit of patients and shareholders.
Although
we prefer to work with you and your advisors to negotiate a mutually agreeable
transaction, in the event that you continue to delay or refuse to meet with us,
we will be forced to consider all our options. This includes
exercising our right to call a special shareholders meeting as provided for
under your bylaws.
We are prepared to commit all the
resources necessary to complete a transaction expeditiously. We
believe that a combination of CryoLife and Medafor makes strategic and financial
sense for the shareholders of both companies and we hope you will work with us
in a productive manner.
I look forward to receiving your
response with an update on the board's process and timing as soon as possible,
as well as the contact details for your advisors. We believe that
your other shareholders would welcome this information as well.
|
Very
truly yours,
|
|
| /s/ Steven G. Anderson | |
|
Steven
G. Anderson
|
|
|
President,
CEO and Chairman of the Board
|
|
cc:
|
Board
of Directors of Medafor
|
|
Gary J.
Shope
|
ADDITIONAL
IMPORTANT INFORMATION
This
announcement is provided for informational purposes only and is not an offer to
purchase nor a solicitation of an offer 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.
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:
www.cryolife.com.
END
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