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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): SEPTEMBER 27, 2005
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CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 1-13165 59-2417093
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(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.
On February 8, 2005, Cryolife, Inc. ("Cryolife") and its subsidiaries
entered into a credit agreement with Wells Fargo Foothill, Inc. The agreement
created a revolving credit facility in an aggregate amount equal to the lesser
of
o $15.0 million that includes a letter of credit subfacility up to an
aggregate $2.0 million; or
o a borrowing base determined in accordance with the terms of the credit
agreement.
For further information on the credit agreement, please refer to Section 2.03 of
CryoLife's Form 8-K dated February 8, 2005, and filed on February 10, 2005 which
is incorporated herein by reference.
On September 27, 2005, Cryolife, its subsidiaries, and the lender amended
the credit agreement. The main purpose of the amendment was to provide
specifically that the settlement of the shareholder class action suit does not
constitute an event of default under the credit agreement. CryoLife reported the
settlement of the shareholder class action suit on its Form 8-K dated and filed
on July 28, 2005.
The amendment to the credit agreement is attached hereto as Exhibit 10.2.1
and incorporated herein by reference.
SECTION 2 - FINANCIAL INFORMATION
SECTION 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On September 27, 2005, Cryolife, Inc., its subsidiaries, and Wells Fargo
Foothill, Inc. amended their February 8, 2005 credit agreement. Item 1.01 of
this report describes the amendment. It is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. (Not applicable.)
(b) Pro forma financial information. (Not applicable.)
(c) Shell company transactions. (Not applicable.)
(d) Exhibits.
Exhibit
Number Description
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10.2.1 "First Amendment to the Credit Agreement," signed on September
27, 2005, amends the February 8, 2005 Credit Agreement between
Wells Fargo Foothill, Inc., Cryolife, Inc., and its subsidiaries
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: September 28, 2005 By: /s/ D.Ashley Lee
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Name: D. Ashley Lee
Title: Executive Vice President,
Chief Operating Officer and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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10.2.1 "First Amendment to the Credit Agreement," signed on September
27, 2005, amends the February 8, 2005 Credit Agreement between
Wells Fargo Foothill, Inc., Cryolife, Inc., and its subsidiaries