Attached files
file | filename |
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EX-99.3 - FREQUENTLY ASKED QUESTIONS - CRYOLIFE INC | cryolife8k310ex993.htm |
EX-99.1 - LETTER - CRYOLIFE INC | cryolife8k310ex991.htm |
EX-99.2 - PRESS RELEASE - CRYOLIFE INC | cryolife8k310ex992.htm |
EX-99.4 - LITIGATION OVERVIEW - CRYOLIFE INC | cryolife8k310ex994.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): March 11,
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 March 11, 2010, CryoLife, Inc.
(“CryoLife”) delivered a letter to the shareholders of Medafor, Inc. (“Medafor”)
and issued a press release regarding the same. Also, CryoLife updated
the Frequently Asked Questions portion of the Medafor offer portion of its
website and added a new Litigation Overview section to the Medafor offer portion
of its website. These documents are available at www.cryolife.com/medaforoffer
and/or have otherwise been disseminated by CryoLife. The letter to
the Medafor shareholders, the press release dated March 11, 2010, the updated
Frequently Asked Questions portion of the website and the new Litigation
Overview portion of the website are attached hereto as Exhibits 99.1, 99.2, 99.3
and 99.4, respectively.
This filing and the exhibits
hereto 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.
Exhibit Number
|
Description
|
|
99.1
|
Letter
to Medafor shareholders
|
|
99.2
|
Press
Release dated March 11, 2010
|
|
99.3
|
Frequently
Asked Questions available at
www.cryolife.com/medaforoffer
|
|
99.4
|
Litigation
Overview available at
www.cryolife.com/medaforoffer
|
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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: March
11, 2010
|
By:
|
/s/ D.A. Lee | |
Name: | D. Ashley Lee | ||
Title : | Executive Vice President, Chief | ||
Operating Officer and Chief | |||
Financial Officer |
-3-