cryolife8k110309.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
washington,
d.c. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 03,
2009
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
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Florida
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1-13165
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59-2417093
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 5 Corporate Governance and
Management
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2009, CryoLife, Inc.
(the “Company”) and Steven G. Anderson, the Company’s Chairman of the Board of
Directors, President and Chief Executive Officer, amended Mr. Anderson’s Second
Amended and Restated Employment Agreement (the “Agreement”). The
amendments (i) extended the term of the Agreement from December 31, 2010 to
December 31, 2012, (ii) increased Mr. Anderson’s annual vacation days from 20
days to 30 days, (iii) clarified that Mr. Anderson may terminate the Agreement
due to disability and receive his full severance payment and (iv) increased from
$25,000 to $30,000 the maximum annual insurance premium payable by the Company
with respect to medical benefits for Mr. Anderson and his spouse following
termination of Mr. Anderson’s employment. In addition, on November 3,
2009, in consideration of the amendments to the Agreement, Mr. Anderson agreed
to waive the 2010 cost of living increase to his annual salary that is provided
for by the Agreement.
The other material terms of the
Agreement remain unchanged. A description of these terms is contained
in the Company’s Current Report on Form 8-K filed August 1, 2007, which is
incorporated by reference herein.
The Company’s Board of Directors
currently intends to further amend the Agreement in December 2009 in order to
comply with a provision that requires the Company to amend the Agreement, as
soon as practicable after November 3, 2009, to remove Section 9(b) of the
Agreement, as well as a similar provision in the Company’s
Bylaws. Section 9(b) of the Agreement provides that any severance
payments made to Mr. Anderson will be limited to the equivalent of his salary
paid during the last three completed fiscal years, including bonuses and
guaranteed benefits, and that any gross-up payment made to Mr. Anderson will be
reduced in order to comply with this provision.
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. |
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Date: November
3, 2009
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By:
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/s/ D.A.
Lee |
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Name:
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D.
Ashley Lee |
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Title: |
Executive
Vice President, Chief |
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Operating
Officer and Chief |
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Financial
Officer |
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