8K 2Q 2016 Earnings Release 7-25-16

 







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):  July 25, 2016

_______________________

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):



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))

 

 


 

 

 



Section 2Financial Information



Item 2.02Results of Operations and Financial Condition.



On July 25, 2016, CryoLife, Inc. (“CryoLife” or the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2016. CryoLife hereby incorporates by reference herein the information set forth in its press release dated July 25, 2016, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release, and it shall not create any implication that the affairs of the Company have continued unchanged since such date.

The information provided pursuant to this Item 2.02 is to be considered “furnished” pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of CryoLife’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.



Except for the historical information contained in this report, the statements made by CryoLife are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. CryoLife’s future financial performance could differ significantly from the expectations of management and from results expressed or implied in the press release. Please refer to the last paragraph of the text portion of the press release for further discussion about forward-looking statements. For further information on risk factors, please refer to “Risk Factors” contained in CryoLife’s Form 10-K filed for the year ended December 31, 2015 and its subsequent filings with the Securities and Exchange Commission, as well as in the press release furnished with this Form 8-K as Exhibit 99.1. CryoLife disclaims any obligation or duty to update or modify these forward-looking statements.



 

 


 

 

 



Section 5Corporate Governance and Management



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



In connection with a review of all of the Company’s employment agreements with its employees, on Friday, July 22, 2016 the Company terminated the Employment Agreement dated December 9, 2013 with Scott B. Capps, the Employment Agreement dated December 10, 2013 with D. Ashley Lee, the Employment Agreement dated December 12, 2013 with David Gale, and the Employment Agreement dated April 1, 2015 with Jean F. Holloway (collectively, the “Terminated Agreements”).  These agreements imposed no material obligations on the executives and the Company and conferred no material benefits on the executives. Each of Messrs. Capps, Lee, and Gale and Ms. Holloway will continue employment with the Company in his or her current positions and no material terms and conditions of their employment have changed as a result of the termination of these agreements. 



Section 9Financial Statements and Exhibits.



Item 9.01(d)Exhibits 



     (d)Exhibits.



Exhibit Number

Description

99.1*

Press release dated July 25, 2016





*This exhibit is furnished, not filed.







 

 


 

 

 

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:  July 26, 2016

By: /s/ D. Ashley Lee



Name:   D. Ashley Lee



Title:   Executive Vice President, Chief    Operating Officer and Chief Financial Officer