View:
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2417093
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1655 Roberts Boulevard, N.W.
Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
447916.1
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock, par value $.01 per
share, set forth under the caption "Description of Capital Stock" in the
Prospectus contained in the Registration Statement on Form S-1 of the Registrant
filed with the Securities and Exchange Commission (Registration No. 33-56388) is
incorporated herein by reference in response to this item, as modified and
supplemented by the information below.
The following brief summary description of the Registrant's securities
does not purport to be complete and is qualified in its entirety by reference to
the Registrant's Amended and Restated Articles of Incorporation, the
Registrant's Bylaws, as amended, and the Florida Business Corporation Act.
The Registrant is authorized to issue up to 50,000,000 shares of Common
Stock, par value $.01 par share, and 5,000,000 shares of Preferred Stock, par
value $.01 par share, of which 2,000,000 (subject to adjustment by the Board of
Directors) shares are designated as Series A Junior Participation Preferred
Stock (the "Series A Preferred Stock"), and reserved for issuance in connection
with the exercise of certain rights granted pursuant to a Rights Agreement,
dated as of November 27, 1995, as amended May 30, 1997, by and between the
Registrant and American Stock Transfer & Trust Company, as Rights Agent
thereunder. Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock, par value $.01
par share, of the Registrant, shall be entitled to receive certain amounts as
dividends, if declared by the Board of Directors of the Registrant.
Each share of issued and outstanding Common Stock shall entitle the
holder thereof to one (1) vote on each matter with respect to which shareholders
have the right to vote, to fully participate in all shareholders meetings, and
to share ratably in the net assets of the corporation upon liquidation and/or
dissolution. Each share of Series A Preferred Stock shall entitle the holder
thereof to one (1) vote on all matters submitted to a vote of the shareholders
of the Registrant. However, in the event the Registrant shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series A Preferred Stock are entitled shall be
adjusted by multiplying the number of votes per share immediately prior to such
event by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
447916.1
-2-
Each share of issued and outstanding preferred stock shall have such
rights to share in the net assets of the corporation upon liquidation and/or
dissolution as are determined and fixed by the Board of Directors. However, upon
any liquidation or dissolution, no distribution shall be made (1) to the holders
of shares of stock ranking junior to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock shall have received
$10.00 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to certain
adjustments, equal to 10 times the aggregate amount to be distributed per share
to holders of shares of Common Stock, or (2) to the holders of shares of stock
ranking on a parity with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all such parity stock in proportion
to the total amounts to which the holders of all such shares are entitled upon
such liquidation, dissolution or winding up.
No conversion, redemption or sinking fund rights are applicable to the
Common Stock or preferred stock, and no holders of the Common Stock have any
preemptive right to subscribe for any securities of the Registrant. As of June
20, 1997 there were 9,641,948 (excluding 543,000 shares held in treasury) shares
of Common Stock issued and outstanding.
The description of the Registrant's Preferred Share Purchase Rights is
incorporated by reference to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 1, 1995 and dated November 27,
1995.
ITEM 2. EXHIBITS.
The securities described herein are to be registered on the New York
Stock Exchange, on which no other securities of the Registrant are registered.
Accordingly, the following exhibits required in accordance with Part II of the
Instructions as to Exhibits on Form 8-A have been duly filed with the New York
Stock Exchange, but will not be filed with or incorporated by reference within
the Form 8-A filed with the Securities and Exchange Commission:
(1) Annual Report on Form 10-K for the year ended December 31, 1996 of
the Registrant
(2) Quarterly Report on Form 10-Q for the three-month period ended
March 31, 1997 of the Registrant
(3) Current Report on Form 8-K/A filed with the Securities and
Exchange Commission on May 15, 1997
(4) 1997 Proxy Statement of the Registrant
(5) (i) Restated Articles of the Incorporation of the Registrant, as
amended (See the following: Exhibit 3.1 to the Registrant's
Registration Statement on S-1 (No. 33-56388), Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
447916.1
-3-
December 31, 1995 and Exhibit 3.3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996)
(ii) Bylaws of the Registrant, as amended (See Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.)
(iii) Rights Agreement
(6) Specimen Stock Certificate for the Registrant's Common Stock, par
value of $.01 per share
(7) 1996 Annual Report to Stockholders of the Registrant
447916.1
-4-
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CRYOLIFE, INC.
Date: July 2, 1997 By:/s/ Steven G. Anderson
-----------------------------------------
Steven G. Anderson, Chairman of the Board,
Chief Executive Officer and President
447916.1
-5-