cryolife8k123109.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
washington,
d.c. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 31,
2009
_______________________
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
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 5 Corporate Governance and
Management
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 31, 2009, CryoLife, Inc.
(the “Company”) and Steven G. Anderson, the Company’s Chairman of the Board of
Directors, President and Chief Executive Officer, amended Mr. Anderson’s Second
Amended and Restated Employment Agreement, as amended (the
“Agreement”). The amendment removed Section 9(b) of the Agreement,
which provided that any severance payments made to Mr. Anderson would be limited
to the equivalent of his salary paid during the last three completed fiscal
years, including bonuses and guaranteed benefits, and that any gross-up payment
made to Mr. Anderson would be reduced in order to comply with this
provision. The Agreement required the Company to remove this
provision as soon as practicable after November 3, 2009, the date of the
expiration of the stipulation of settlement entered into by the Company in 2005
in connection with shareholder derivative litigation, and to remove a similar
provision in the Company’s Bylaws, discussed below.
The other material terms of the
Agreement remain unchanged. A description of these terms is contained
in the Company’s Current Reports on Forms 8-K filed August 1, 2007 and November
3, 2009, both of which are incorporated by reference herein.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On December 31, 2009, the Company’s
Board of Directors, upon recommendation of the Nominating and Corporate
Governance Committee, amended the Bylaws of the Company, effective December 31,
2009. As referenced above, the amendment removed a provision that
required that any severance payments made to any officer at the Vice President
level or higher would be limited to the equivalent of such officer’s salary paid
during the last three completed calendar years, including bonuses and guaranteed
benefits.
The amended and restated Bylaws of the
Company are attached as Exhibit 3.1 to this Current Report on Form 8-K and are
incorporated by reference herein.
Section 9 Financial Statements and
Exhibits.
Item
9.01 Exhibits.
(a)
Financial Statements.
Not applicable.
(b) Pro
Forma Financial Information.
Not applicable.
(c) Shell
Company Transactions.
Not applicable.
(d)
Exhibits.
| |
Exhibit Number
|
Description
|
| |
|
|
| |
3.1
|
Bylaws
of CryoLife, Inc., as amended and restated on
|
| |
|
December
31, 2009.
|
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
6, 2010
|
By: /s/
D. A. Lee
|
|
|
Name: D.
Ashley Lee
|
|
|
Title: Executive
Vice President, Chief
|
|
|
Operating Officer and Chief
|
|
|
Financial Officer
|
|
|
|