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FORM
8-K
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Florida
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1-13165
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59-2417093
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Steven
G. Anderson, Chairman, President and Chief Executive Officer: $59,774
and
4,650 shares of common stock for the Company’s revenue performance from
products and services, $185,992 and 14,470 shares of common stock
for the
Company’s net income performance after adjustment for stock compensation
expense, $54,006 and 4,200 shares of common stock based on Mr. Anderson’s
personal performance rating, and an additional $54,006 and 4,200
shares of
common stock for the Company’s net income performance beyond that
contemplated in the primary portion of the 2006 Performance-Based
Bonus
Plan.
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D.
Ashley Lee, Executive Vice President, Chief Operating Officer, and
Chief
Financial Officer: $33,872 and 2,635 shares of common stock for the
Company’s revenue performance from products and services, $105,402 and
8,199 shares of common stock for the Company’s net income performance,
$30,603 and 2,380 shares of common stock based on Mr. Lee’s personal
performance rating, and an additional $30,603 and 2,380 shares of
common
stock for the Company’s net income performance beyond that contemplated in
the primary portion of the 2006 Performance-Based Bonus
Plan.
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Albert
E. Heacox, Ph.D., Senior Vice President, Research and Development:
$15,434
and 1,202 shares of common stock for the Company’s revenue performance
from products and services, $48,052 and 3,737 shares of common stock
for
the Company’s net income performance, $12,560 and 976 shares of common
stock based on Dr. Heacox’s personal performance rating, and an additional
$23,915 and 1,860 shares of common stock for the Company’s net income
performance beyond that contemplated in the primary portion of the
2006
Performance-Based Bonus Plan.
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Gerald
B. Seery, Senior Vice President, Sales and Marketing: $28,421 and
2,210
shares of common stock for the Company’s net income performance after
adjustment for stock compensation expense, and an additional $22,503
and
1,750 shares of common stock for the Company’s net income performance
beyond that contemplated in the primary portion of the 2006
Performance-Based Bonus Plan.
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David
M. Fronk, Vice President, Regulatory Affairs and Quality Assurance:
$11,955 and 930 shares of common stock for the Company’s revenue
performance from products and services, $37,199 and 2,894 shares
of common
stock for the Company’s net income performance after adjustment for stock
compensation expense, $10,261 and 798 shares of common stock based
on Mr.
Fronk’s personal performance rating, and an additional $21,602 and 1,680
shares of common stock for the Company’s net income performance beyond
that contemplated in the primary portion of the 2006 Performance-Based
Bonus Plan.
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the
total number of shares of Company common stock that may be awarded
under
the Plan shall not exceed 200,000 shares, subject to adjustment pursuant
a
recapitalization event, and no participant may receive a bonus in
excess
of $1.5 million in any fiscal year;
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all
shares issued under the Plan will be issued pursuant to the Company’s 2004
Employee Stock Incentive Plan;
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the
Committee is charged with the Plan’s implementation, administration, and
interpretation;
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the
participants in the Plan for each fiscal year will be designated
by the
Committee from Company employees. Once designated as a Plan participant,
the Committee may remove a participant with or without cause at any
time
prior to the payment of the bonus, and the participant will not be
entitled to any bonus following his or her removal as a
participant;
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the
bonus that a participant may earn will be based on one or more of
the
following:
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Company
revenues, adjusted in the Committee’s
discretion;
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Company
net earnings, adjusted in the Committee’s
discretion;
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the
participant’s personal performance;
and
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any
other performance criteria designated by the
Committee;
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the
Company will determine and pay the amount of any bonus earned by
any
participant within 75 days following fiscal
year-end;
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unless
otherwise determined by the Committee, the bonus will be payable
70% in
cash and 30% in unrestricted shares of common stock, valued at the
closing
price of the common stock on the New York Stock Exchange on the date
the
bonus is approved by the Committee;
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to
the extent provided by the Committee, participants will also have
the
opportunity to receive an additional bonus above and beyond the bonus
describe above should the Company achieve additional adjusted net
income
goals for a fiscal year;
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within
75 days following a change of control, as defined in the Plan,
participants will be paid a pro-rated cash bonus pursuant to a formula
set
forth in the Plan based on Company performance during the fiscal
year
prior to the change of control;
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at
the discretion of the Committee, awards under the Plan are subject
to
repayment in the event of a significant restatement of financial
results
with respect to any portion of the bonus that would not have been
paid
based on the restated financial
results;
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the
Committee may, in its discretion, reduce the amount of any award
or bonus
payable pursuant to the Plan or determine not to pay any award or
bonus at
any time prior to payment; and
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the
Plan may be amended or terminated by the Board of Directors at any
time;
however, the Plan will terminate in accordance with its terms on
December
31, 2011.
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up
to 39.7% of base salary, with a target of 24%, for Messrs. Anderson
and
Lee, up to 23.1% of base salary, with a target of 14% for Dr. Heacox,
up
to 17.4% of base salary, with a target of 10.5% for Mr. Seery and
up to
19.8% of base salary, with a target of 12%, for Mr. Fronk, based
on the
Company’s adjusted net income for 2007. Adjusted net income excludes
interest expense, interest income, stock compensation, other than
stock
compensation related to the 2007 Executive Incentive Plan, changes
in the
value of the derivative related to the Company’s preferred stock, other
income and expense, and amortization associated with intangibles
recorded
in connection with the previously announced exchange and service
agreement
with Regeneration Technologies, Inc. and related parties, if any.
A
minimum threshold is required to be met before any bonus may be earned
under this measure;
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up
to 36% of base salary, with a target of 24%, for Messrs. Anderson
and Lee,
up to 21% of base salary, with a target of 14%, for Dr. Heacox, up
to
26.3% of base salary, with a target of 17.5%, for Mr. Seery and up
to 18%
of base salary, with a target of 12%, for Mr. Fronk, based on the
Company’s annual revenues from the sale of products and services. Annual
revenues for bonus purposes consists solely of revenues from cardiac
and
vascular allograft tissue processing, BioGlue and CardioWrap. A minimum
threshold is required to be met before any bonus may be earned under
this
measure; and
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up
to 15% of base salary, with a target of 12%, for Messrs. Anderson
and Lee,
up to 8.8% of base salary, with a target of 7%, for Dr. Heacox and
Mr.
Seery and up to 7.5% of base salary, with a target of 6%, for Mr.
Fronk,
based on personal performance. In considering personal performance,
the
Committee will consider the recommendations of management as well
as its
own subjective determination.
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Mr.
Anderson, from 36% to 91% of base salary, with the target level set
at
60%;
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Mr.
Lee, from 36% to 91% of base salary, with the target level set at
60%;
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Dr.
Heacox, from 21% to 53% of base salary, with the target level set
at
35%.
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Mr.
Seery, from 21% to 52% of base salary, with the target level set at 35%;
and
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Mr.
Fronk, from 18% to 45% of base salary, with the target level set
at
30%.
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Steven
G. Anderson: stock options to purchase 63,750 shares of CryoLife
common
stock and 10,625 shares of restricted CryoLife common
stock;
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D.
Ashley Lee: stock options to purchase 37,500 shares of CryoLife common
stock and 6,250 shares of restricted CryoLife common
stock;
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Albert
E. Heacox, Ph.D.: stock options to purchase 22,500 shares of CryoLife
common stock and 3,750 shares of restricted CryoLife common
stock;
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Gerald
B. Seery: stock options to purchase 22,500 shares of CryoLife common
stock
and 3,750 shares of restricted CryoLife common stock;
and
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David
M. Fronk: stock options to purchase 15,000 shares of CryoLife common
stock
and 2,500 shares of restricted CryoLife common
stock.
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Exhibit
Number
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Description
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99.1*
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Press
release dated February 20, 2007
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CRYOLIFE,
INC.
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Date:
February 19, 2007
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By:
/s/
D. Ashley Lee
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Name:
D. Ashley Lee
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Title: Executive
Vice President, Chief
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Operating
Officer and Chief
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Financial
Officer
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