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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 22, 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
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1655 ROBERTS BOULEVARD N.W., KENNESAW, GA 30144
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (770) 419-3355
N/A
(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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ITEM 2.02 RESULTS OF OPERATIONS AND FINANICAL CONDITION.
The information provided pursuant to this Item 2.02 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or incorporated by reference into those filings of CryoLife, Inc.
("CryoLife") that provide for the incorporation of all reports and documents
filed by CryoLife under the Exchange Act. The information furnished pursuant to
this Item 2.02 shall instead be deemed "furnished."
On February 22, 2005, CryoLife issued a press release announcing its results for
the quarter and year ended December 31, 2004. CryoLife hereby incorporates by
reference herein the information set forth in its Press Release dated February
22, 2005, a copy of which is attached hereto as Exhibit 99.1. Except as
otherwise provided in the press release, the press release speaks only as of the
date of such press release and such press release shall not create any
implication that the affairs of CryoLife have continued unchanged since such
date.
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. CryoLife's future financial
performance could differ significantly from the expectations of management and
from results expressed or implied in the Press Releases. For further information
on other risk factors, please refer to the "Risk Factors" contained in
CryoLife's Form 10-K for the year ended December 31, 2003, CryoLife's Form S-3
(Registration No. 333-112673), as filed with the Securities and Exchange
Commission ("SEC") and any subsequent SEC filings. CryoLife disclaims any
obligation or duty to update or modify these forward-looking statements.
ITEM 9.01 EXHIBITS.
(a) Financial Statements
(b) Pro Forma Financial Information
(c) Exhibits
Exhibit Number Description
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99.1 Press Release dated February 22, 2005 (This
Exhibit is deemed furnished and not filed.)
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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 22, 2005 By: /s/ D. Ashley Lee
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D. Ashley Lee, Executive Vice
President, Chief Operating Officer
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated February 22, 2005 (This Exhibit is
deemed furnished and not filed.)
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