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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): OCTOBER 25, 2004
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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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SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On Monday, October 25, 2004, CryoLife, Inc. (the "Company") agreed to a binding
settlement of three lawsuits (two of which were consolidated) pending in the
Multnomah Circuit Court in Oregon. All of the plaintiffs, Donald Payne, Candace
Payne, L.L.R., W.C.R and Anthony F. Spadaro, are party to the settlement
agreement, which addresses the claims between the Company and the plaintiffs.
The other defendants named in the lawsuits have also settled with the
plaintiffs, and when the settlement agreement is closed, all of the claims
currently pending in the lawsuits are to be dismissed. This settlement agreement
does not purport to settle any claims among the Company and the other
defendants. Neither the Company nor any of its affiliates have any other
material relationship with the plaintiffs.
Under the agreement, CryoLife is obligated to pay $3.0 million on or before
November 5, 2004. The agreement provides for the court to automatically dismiss
the plaintiffs' claims against the Company 91 days following payment of the
settlement amount.
Exhibit 99.1 to this Form 8-K is incorporated herein by reference.
SECTION 2. FINANCIAL INFORMATION
ITEM 2.02 RESULTS OF OPERATIONS OR FINANCIAL CONDITION
On October 29, 2004, the Company announced that it had settled the lawsuits
described in Item 1.01 above as well as one other lawsuit and two claims, and
discussed the impact of the settlement on its general, administrative and
marketing expenses for the three month period ended September 30, 2004, and its
liquidity. A copy of the press release is included as an exhibit to this Form
8-K.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
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Exhibit Number Description
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99.1* Press Release dated October 29, 2004
*This exhibit is filed, not furnished.
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: October 29, 2004 By: /s/ D. Ashley Lee
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D. Ashley Lee
Vice President, Chief Financial Officer
and Treasurer
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