Attached files
| file | filename |
|---|---|
| EX-99.1 - LETTER - CRYOLIFE INC | cryolife8k12110ex991.htm |
| EX-99.3 - BOOKLET - CRYOLIFE INC | cryolife8k12110ex993.htm |
| EX-99.2 - LETTER - CRYOLIFE INC | cryolife8k12110ex992.htm |
| EX-99.4 - INSERT - CRYOLIFE INC | cryolife8k12110ex994.htm |
| EX-99.5 - PRESS RELEASE - CRYOLIFE INC | cryolife8k12110ex995.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
washington,
d.c. 20549
|
FORM
8-K
|
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 21,
2010
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
|
Florida
|
1-13165
|
59-2417093
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
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
_____________________________________________________________
(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):
|
x
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
q
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Section 8 Other Events
Item 8.01 Other Events.
On January 21, 2010, CryoLife, Inc.
(“CryoLife”) mailed a package to the shareholders of Medafor, Inc. (“Medafor”)
in relation to its proposal to combine the two companies. The package
included a letter to the Medafor shareholders, an introductory letter to
CryoLife’s 25th
Anniversary booklet, CryoLife’s 25th
Anniversary booklet, and an insert addressing compliance with Rule 165
promulgated under the Securities Act of 1933, as amended, all of which are
attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4,
respectively. CryoLife also issued a press release dated January 21,
2010, attached hereto as Exhibit 99.5, in conjunction with the
mailing. The documents are available at www.cryolife.com/medaforoffer
or have otherwise been disseminated by CryoLife.
This filing and the exhibits 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.
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.
- 2
-
Exhibit
Number Description
|
99.1
|
Letter
to Medafor, Inc. Shareholders dated January 21,
2010
|
|
99.2
|
Introductory
Letter to CryoLife’s 25th
Anniversary Booklet dated May 2009
|
|
99.3
|
CryoLife,
Inc. 25th
Anniversary Booklet dated May 2009
|
|
99.4
|
Insert
addressing compliance with Rule 165 promulgated pursuant to the Securities
Act of 1933, as amended
|
|
|
|
99.5
|
Press
Release dated January 21, 2010
|
- 3
-
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:
January 21, 2010
|
By:
|
/s/ D.A. Lee | |
| Name: | D. Ashley Lee | ||
| Title: | Executive Vice President, Chief | ||
| Operating Officer and Chief | |||
| Financial Officer | |||
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