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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 21, 2006
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CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 1-13165 59-2417093
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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
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(Former name or former address, if changed since last report)
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
THE COMPANY'S COMPENSATION COMMITTEE APPROVES GRANT OF CERTAIN OPTIONS AND
RESTRICTED STOCK AWARDS.
On February 21, 2006, CryoLife's Compensation Committee, composed entirely
of independent directors, approved the grant of stock options and restricted
stock awards to certain employees, including executive officers.
The following individuals, including those who were named in the Company's
most recent proxy statement as the most highly paid officers in 2004, received
grants of stock options and stock:
Stock Restricted
Options stock
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Steven G. Anderson 68,500 11,500
David Ashley Lee 43,000 7,000
Albert E. Heacox, Ph.D. 25,750 4,250
Gerald Seery 21,500 3,500
David M. Fronk 17,200 2,800
Other employees 90,500 5,000
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Total 266,450 34,050
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The stock options and restricted stock were granted under the 2004 Employee
Stock Incentive Plan (the "Plan"). A copy of the Plan was filed as Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2004. The offer and sale of shares under the Plan were registered under the
Company's Registration Statement on Form S-8 filed on September 21, 2004 (File
No. 333-119137).
In addition to the other terms and conditions of the Plan, the stock
options have the following principal terms:
o Exercise price of $4.25 per share, based on the closing price for the
Company's Common Stock on the New York Stock Exchange on February 21,
2006.
o Vesting at 20% per year beginning on the first anniversary of the
grant date.
o Expiration date of August 21, 2011.
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The restricted stock awards vested immediately.
Copies of the forms of restricted stock award agreement and option
agreement are filed as Exhibits 10.1 and 10.2 hereto, respectively, and
incorporated herein by reference.
SECTION 8 OTHER EVENTS.
ITEM 8.01 OTHER EVENTS.
Please see the disclosure set forth under Item 1.01, which is incorporated
by reference into this Item 8.01.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01(C) EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Exhibit Number Description
10.1 Form of Restricted Stock Award Agreement.
10.2 Form of Section 16 Officer Stock Option Agreement.
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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.
CRYOLIFE, INC.
Date: February 27, 2006 By: /s/ D. Ashley Lee
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Name: D. Ashley Lee
Title: Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
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