cryolife8k11310.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): January 13,
2010
_______________________
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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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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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 2 Financial
Information
Item 2.02 Results of Operations and Financial
Condition.
On January 13, 2010, CryoLife, Inc.
(“CryoLife”) issued a press release and related documents (the “Announcements”)
announcing its acquisition of 1,606,005 shares of the common stock of Medafor,
Inc. (“Medafor”) and CryoLife’s proposal to combine the two
companies. Among the information disclosed in the Announcements,
attached hereto as Exhibit 99.1, CryoLife reported that its sales of Hemostase
for the year ended December 31, 2009 were $6 million.
Section 8 Other Events
Item 8.01 Other
Events.
As described in Item 2.02 above, on
January 13, 2010, CryoLife issued the Announcements to make public its
acquisition of 1,606,005 shares of the common stock of Medafor and CryoLife’s
proposal to combine the two companies. The Announcements are
available at www.cryolife.com/medaforoffer
or have otherwise been disseminated by CryoLife.
This filing and the Announcements
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.
Except for the historical information
contained in this report, the statements made by CryoLife are forward-looking
statements that involve risks and uncertainties. All such statements are subject
to the safe harbor created by the Private Securities Litigation Reform Act of
1995. Please refer to the Announcements for further discussion about
forward-looking statements. For further information on risk factors, please
refer to “Risk Factors” contained in CryoLife’s Form 10-K for the year ended
December 31, 2008, as filed with the SEC, and any subsequent SEC filings, as
well as in the Announcements. CryoLife disclaims any obligation or duty to
update or modify these forward-looking statements.
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
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Description
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99.1
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Information
available at www.cryolife.com/medaforoffer
or otherwise disseminated by
CryoLife
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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.
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CRYOLIFE,
INC.
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Date: January
13, 2010
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By:
/s/ D.A. Lee
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Name: 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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