View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ___________
Commission file number 0-21104
CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2417093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1655 Roberts Boulevard N.W., Kennesaw, GA 30144
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (770) 419-3355
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None Not applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $77,208,000 at March 18, 1997 (7,720,772 shares).
The number of common shares outstanding at March 18, 1997 was 9,585,808
(exclusive of treasury shares).
506213.1
The Registrant is hereby filing Amendment No. 1 to Form 10-K for the fiscal year
ended December 31, 1996 for the purpose of filing Exhibit 10.9(g).
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
The following are filed as part of this report:
(a) 1. Financial Statements
The following consolidated financial statements are incorporated
herein by reference to the 1996 Annual Report to Stockholders, portions
of which are filed as an exhibit to this Form 10-K.
Consolidated Statements of Income for each of the three years in
the period ended December 31, 1996, page 12.
Consolidated Statements of Shareholders' Equity for each of the
three years in the period ended December 31, 1996, page 14.
Consolidated Balance Sheets as of December 31, 1996 and 1995,
pages 10 through 11.
Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1996, page 13.
Notes to Consolidated Financial Statements, pages 15 through 21.
Independent Auditors' Report, page 22.
2. Financial Statement Schedule
Independent Auditors' Report on Schedule
Schedule II - Valuation and Qualifying Accounts
All other financial statement schedules not listed above are omitted, as the
required information is not applicable or the information is presented in the
consolidated financial statements or related notes.
506213.1
-2-
3. A. Exhibits
The following exhibits are filed herewith or incorporated herein by reference:
Exhibit
Number Description
- ------- -----------
2.1* Sale Agreement dated August 16, 1996 between the Company and
Donald Nixon Ross. (Incorporated by reference to Exhibit 2.1 to
the Registrant's Quarterly report on form 10-Q for the quarter
ended September 30, 1996.)
2.2* Asset Purchase Agreement among the Company and United
Cryopreservation Foundation, Inc., United Transplant Foundation,
Inc. and QV, Inc. dated September 11, 1996. (Incorporated by
reference to Exhibit 2.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996.)
3.1* Restated Certificate of Incorporation of the Company, as amended.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-56388).)
3.2* Amendment to Articles of Incorporation of the Company dated
November 29, 1995. (Incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.)
3.3* Amendment to the Company's Articles of Incorporation to increase
the number of authorized shares of common stock from 20 million
to 50 million shares and to delete the requirement that all
preferred shares have one vote per share. (Incorporated by
reference to Exhibit 3.3 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996.)
3.4* ByLaws of the Company, as amended. (Incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.)
4.1* Form of Certificate for the Company's Common Stock. (Incorporated
by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (No. 33-56388).)
10.1* Lease, by and between New Market Partners III, Laing Properties,
Inc., General Partner, as Landlord, and the Company, as Tenant,
dated February 13, 1986, as amended by that Amendment to Lease,
by and between the parties, dated April 7, 1986, as amended by
that Amendment to Lease, by and between the parties, dated May
15, 1987, as amended by that Second Amendment to Lease, by and
between the parties, dated June 22, 1988, as amended by that
Third Amendment to Lease, by and between the parties, dated April
4, 1989, as amended by that Fourth Amendment to Lease, by and
between the parties, dated April 4, 1989 as amended by that Fifth
Amendment to Lease, by and between the parties, dated October 15,
1990. (Incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1 (No. 33-56388).)
506213.1
-3-
10.1(a)* Seventh Amendment to Lease dated February 13, 1986, by and
between New Market Partners III, Laing Properties, Inc., General
Partner, as Landlord, and the Company as tenant, dated May 15,
1996.
10.2* Lease by and between Newmarket Partners I, Laing Properties, Inc.
and Laing Management Company, General Partner, as Landlord, and
the Company as Tenant, dated July 23, 1993. (Incorporated by
reference to Exhibit 10.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.)
10.3* 1993 Employee Stock Incentive Plan adopted on July 6, 1993.
(Incorporated by reference to Exhibit 10.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993.)
10.4* 1989 Incentive Stock Option Plan for the Company, adopted on
March 23, 1989. (Incorporated by reference to Exhibit 10.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-56388).)
10.5* Incentive Stock Option Plan, dated as of April 5, 1984.
(Incorporated by reference to Exhibit 10.3 to the Registrant's
Registration Statement on Form S-1 (No. 33-56388).)
10.6* Form of Stock Option Agreement and Grant under the Incentive
Stock Option and Employee Stock Incentive Plans. (Incorporated by
reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1 (No. 33-56388).)
10.7* CryoLife, Inc. Profit Sharing 401(k) Plan, as adopted on December
17, 1991. (Incorporated by reference to Exhibit 10.5 to the
Registrant's Registration Statement on Form S-1 (No. 33-56388).)
10.8* Form of Supplemental Retirement Plan, by and between the Company
and its Officers -- Parties to Supplemental Retirement Plans:
Steven G. Anderson, Robert T. McNally, Gerald B. Seery, James C.
Vander Wyk, Albert E. Heacox, Kirby S. Black, and Edwin B.
Cordell, Jr. (Incorporated by reference to Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1 (No. 33-56388).)
10.9(a)* Employment Agreement, by and between the Company and Steven G.
Anderson. (Incorporated by reference to Exhibit 10.9(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.)
10.9(b)* Employment Agreement, by and between the Company and Robert T.
McNally. (Incorporated by reference to Exhibit 10.7(b) to the
Registrant's Registration Statement on Form S-1 (No. 33-56388).)
10.9(c)* Employment Agreement, by and between the Company and Albert E.
Heacox. (Incorporated by reference to Exhibit 10.7(c) to the
Registrant's Registration Statement on Form S-1 (No. 33-56388).)
506213.1
-4-
10.9(d)* Employment Agreement, by and between the Company and Edwin B.
Cordell, Jr. (Incorporated by reference to Exhibit 10.9(f) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.)
10.9(e)* Employment Agreement, by and between the Company and Gerald B.
Seery. (Incorporated by reference to Exhibit 10.9(e) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.)
10.9(f)* Employment Agreement, by and between the Company and James C.
Vander Wyk, Ph.D. (Incorporated by reference to Exhibit 10.9(f)
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.)
10.9(g)** Employment Agreement, by and between the Company and Kirby S.
Black, Ph.D.
10.10* Form of Secrecy and Noncompete Agreement, by and between the
Company and its Officers. (Incorporated by reference to Exhibit
10.9 to the Registrant's Registration Statement on Form S-1 (No.
33-56388).)
10.11* Registration Rights Agreement, by and among the Company, Galen
Partners, L.P., and Galen Partners International, L.P., both
Delaware limited partnerships, dated August 22, 1991.
(Incorporated by reference to Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1 (No. 33-56388).)
10.12* Technology Acquisition Agreement between the Company and Nicholas
Kowanko, Ph.D., dated March 14, 1996. (Incorporated by reference
to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.)
10.13* Option Agreement, by and between the Company and Duke University,
dated July 9, 1990, as amended by that Option Agreement
Extension, by and between the parties, dated July 9, 1991.
(Incorporated by reference to Exhibit 10.20 to the Registrant's
Registration Statement on Form S-1 (No. 33-56388).)
10.14* Research and License Agreement by and between Medical University
of South Carolina and CryoLife dated November 15, 1985, as
amended by Amendment to the Research and License Agreement dated
February 25, 1986 by and between the parties and an Addendum to
Research and License Agreement by and between the parties, dated
March 4, 1986. (Incorporated by reference to Exhibit 10.23 to the
Registrant's Registration Statement on Form S-1 (No. 33-56388).)
10.15* Technical Services Agreement by and between the Company and
Validation Systems, Inc., dated as of January 1, 1994.
(Incorporated by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993.)
10.16* CryoLife, Inc. Non-Employee Directors Stock Option Plan adopted
on March 27, 1995. (Incorporated by reference to Exhibit 10.26 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.)
506213.1
-5-
10.17* Settlement Agreement between the Company and Bravo
Cardiovascular, Inc., dated February 14, 1995. (Incorporated by
reference to Exhibit 10.27 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.)
10.18* Sale Agreement between the Company and Bravo Cardiovascular, Inc.
dated February 14, 1995. (Incorporated by reference to Exhibit
10.28 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.)
10.19* Private Label Agreement between the Company and Bravo
Cardiovascular, Inc. dated February 14, 1995. (Incorporated by
reference to Exhibit 10.29 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.)
10.20* Consignment Agreement between the Company and Bravo
Cardiovascular, Inc. dated February 14, 1995. (Incorporated by
reference to Exhibit 10.30 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.)
10.21* Sale and Assignment Agreement between the Company and Osteotech,
Inc. dated July 17, 1995. (Incorporated by reference to Exhibit
10.24 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.)
10.22* Lease Agreement between the Company and Amli Land Development - I
Limited Partnership, dated April 18, 1995. (Incorporated by
reference to Exhibit 10.26 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.)
10.23* Preoccupancy and Construction Agreement between the Company and
Amli Land Development - I Limited Partnership dated April 18,
1995. (Incorporated by reference to Exhibit 10.27 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.)
10.24* Funding Agreement between the Company and Amli Land Development -
I Limited Partnership dated April 18, 1995. (Incorporated by
reference to Exhibit 10.28 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.)
10.25* Employee Stock Purchase Plan dated May 22, 1995. (Incorporated by
reference to Exhibit 10.29 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.)
10.26* Noncompetition Agreement between the Company and United
Cryopreservation Foundation, Inc. dated September 11,1996.
(Incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996.)
10.27* Noncompetition Agreement between the Company and QV, Inc. dated
September 11, 1996. (Incorporated by reference to Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.)
506213.1
-6-
10.28* Revolving\Term Loan Facility between the Company and NationsBank
N.A., dated August 30, 1996. (Incorporated by reference to
Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.)
10.29* Research and Option Agreement between the Company and
Biocompatibles Limited dated July 29, 1996. (Incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996.)
10.30* Technology License Agreement between the Company and Colorado
State University Research Foundation dated March 28, 1996.
(Incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.)
10.31* Noncompetition Agreement between the Company and United
Transplant Foundation, Inc. dated September 11, 1996.
(Incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996.)
11.1* Statement re: Computation of Per Share Earnings.
13.* 1996 Annual Report to Stockholders. The portions of the Annual
Report which are not specifically incorporated herein by
reference are provided for informational purposes only.
21.1* Subsidiaries of CryoLife, Inc.
23.1* Consent of Independent Auditors.
23.2* Consent of Independent Auditors.
27.1* Financial Data Schedule
----------------------
* Previously filed.
** Filed herewith.
3. B. Executive Compensation Plans and Arrangements
1. 1993 Employee Stock Incentive Plan adopted on July 6, 1993.
(Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.)
2. 1989 Incentive Stock Option Plan for the Company, adopted on
March 23, 1989 (Exhibit 10.2 to the Registrant's Registration
Statement on Form S-1 (No. 33-56388).)
506213.1
-7-
3. Incentive Stock Option Plan, dated as of April 5, 1984 (Exhibit
10.3 to the Registrant's Registration Statement on Form S-1 (No.
33-56388).)
4. Form of Stock Option Agreement and Grant under the Incentive
Stock Option and Employee Stock Incentive Plans (Exhibit 10.4 to
the Registrant's Registration Statement on Form S-1 (No.
33-56388).)
5. CryoLife, Inc. Profit Sharing 401(k) Plan, as adopted on December
17, 1991 (Exhibit 10.5 to the Registrant's Registration Statement
on Form S-1 (No. 33-56388).)
6. Form of Supplemental Retirement Plan, by and between the Company
and its Officers -- Parties to Supplemental Retirement Plans:
Steven G. Anderson, Robert T. McNally, Gerald B. Seery, James C.
Vander Wyk, Albert E. Heacox, Kirby S. Black and Edwin B.
Cordell, Jr. (Exhibit 10.6 to the Registrant's Registration
Statement on Form S-1 (No. 33-56388).)
7. Employment Agreement, by and between the Company and Steven G.
Anderson. (Exhibit 10.7(a) to the Registrant's Registration
Statement on Form S-1 (No. 33-56388).)
8. Employment Agreement, by and between the Company and Robert T.
McNally. (Exhibit 10.7(b) to the Registrant's Registration
Statement on Form S-1 (No. 33-56388).)
9. Employment Agreement, by and between the Company and Albert E.
Heacox. (Exhibit 10.7(c) to the Registrant's Registration
Statement on Form S-1 (No. 33-56388).)
10. Employment Agreement, by and between the Company and Gerald B.
Seery. (Incorporated by reference to Exhibit 10.9(e) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.)
11. Employment Agreement, by and between the Company and James C.
Vander Wyk, Ph.D. (Incorporated by reference to Exhibit 10.9(f)
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.)
12. Employment Agreement, by and between the Company and Edwin B.
Cordell, Jr. (Incorporated by reference to Exhibit 10.9(f) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.)
13. CryoLife, Inc. Non-Employee Directors Stock Option Plan adopted
on March 27, 1995. (Incorporated by reference to Exhibit 10.26 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.)
14. Employee Stock Purchase Plan. (Incorporated by reference to
Exhibit 10.29 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.)
15. Employment Agreement by and between the Company and Kirby S.
Black (Exhibit 10.9(g) to this Form 10-K.)
506213.1
-8-
(b) Reports on Form 8-K
The Registrant did not file a report on Form 8-K during the fourth quarter of
the recently completed fiscal year.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CRYOLIFE, INC.
February 13, 1998 By: /s/ Edwin B. Cordell, Jr.
------------------------------------------
Edwin B. Cordell, Jr.
Vice President and Chief Financial Officer
-9-
506213.1
EXHIBIT 10.9(g)
EMPLOYMENT AGREEMENT
In consideration of the promises hereinafter contained, CryoLife, Inc.,
a Florida corporation ("we", "our" and "us") and Kirby S. Black ("you") hereby
agree as of the 26th day of June, 1995 to the following:
1. Employment. We hereby employ you and you hereby accept employment on
the terms and conditions set forth below. Your duties and compensation are set
forth on the Exhibit attached hereto.
2. Extent of Services. During your employment, you agree to devote your
full and exclusive time and attention to your employment duties and not to
engage in any other business activity which conflicts or competes with our
business or which reduces your effectiveness in performing your duties under
this Agreement unless you have first obtained our prior written consent.
3. Benefits and Absences. You are entitled to all benefits offered by
us for which you meet the eligibility requirements. You are subject to the
obligations concerning absences due to disability, sick leave, and other
absences, described in the current benefit summary schedule, and as revised
hereafter.
4. Term and Termination. Your employment shall commence on the date of
this Agreement. Both you and we shall have the right upon giving 30 days written
notice to the other to terminate with or without cause the employment under this
Agreement. However, if one party to this Agreement terminates the employment,
the other party may at his option effect the separation immediately. This
Agreement shall automatically terminate in the event of your death. Such
automatic termination shall discharge both parties hereto from any and all
further liability or responsibility to the other under this Agreement.
5. Right to Change Duties. We reserve the right to change the nature
and scope of your duties. In the event of any transfer to another corporate
facility, we shall defray the reasonable cost of transporting you and your
family with household furnishing to your new location.
6. Secrecy and Noncompetition. Your employment and continued employment
with us is conditioned upon your signing our standard Secrecy and Noncompete
Agreement whose terms and agreements you agree to be bound by. You agree that
under no condition will any breach or infraction of this Agreement be assertable
as a defense to any action or responsibility incurred by you under the Secrecy
and Noncompete Agreement.
7. Your Warranties. You present and warrant that you will not utilize
or disclose any trade secrets or proprietary information of others to us and
that the only secrecy and/or noncompetition agreements you have with others are
identified on the attached exhibit.
8. Miscellaneous. This Agreement may not be changed or terminated
orally and no change, termination or attempted waiver of the provisions hereof
shall be binding unless in writing and signed by the parties against whom the
same is sought to be enforced; provided, however, that the compensation paid to
you hereunder may be increased at any time by us without in any way affecting
any other term or condition of this Agreement which in all other respects shall
remain in force and effect. This Agreement
506213.1
shall be governed by the laws of the State of Georgia.
IN WITNESS WHEREOF, this Agreement has been duly executed on the day
and year first above written.
CRYOLIFE, INC.
By: ___________________________________
Its: __________________________________
EMPLOYEE
---------------------------------------
506213.1
Exhibit to Employment Agreement
Duties: Vice President, Research & Development
Compensation: $8,333.33/Month Plus Company
Fringe Benefits
Secrecy and
Noncompetition
Agreements
With Others*: University of California
(*Copies of these must be promptly provided to CryoLife)
506213.1