cryolife42521810.htm
Filed by
CryoLife, Inc.
Pursuant
to Rule 425
under the
Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject
Company: Medafor, Inc.
Commission
File No. 021-39452
This
filing is provided for informational purposes only and is not an offer 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.
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): February 18,
2010
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
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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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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):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Section 2 Financial
Information
Item 2.02 Results of Operations and Financial
Condition.
On February 18, 2010, CryoLife, Inc.
(“CryoLife” or the “Company”) issued a press release announcing its financial
results for the fourth quarter and the fiscal year ended December 31, 2009.
CryoLife hereby incorporates by reference herein the information set forth in
its Press Release dated February 18, 2010, 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 CryoLife have continued unchanged since such
date. The press release includes certain supplemental non-GAAP
financial measures:
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non-GAAP
preservation service revenue growth, which has been obtained by adjusting
the comparable preservation service GAAP revenue growth number to exclude
revenues related to orthopedic tissue processing
services;
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·
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non-GAAP
preservation service revenues, which have been obtained by adjusting the
comparable preservation service segment revenue numbers to exclude
revenues related to orthopedic tissue processing
services;
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·
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non-GAAP
net income for the fourth quarter of 2008 and the fiscal year ended
December 31, 2008, which has been obtained by measuring net income as if
the Company had recorded 2008 income taxes at a normalized 36 and 40
percent effective tax rate for the fourth quarter and 2008 fiscal year,
respectively;
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·
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non-GAAP
fully diluted earnings per share, which have been obtained by measuring
fully diluted earnings per share as if the Company had recorded 2008
income taxes at a normalized 36 and 40 percent effective tax rate for the
fourth quarter and 2008 fiscal year, respectively;
and
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·
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non-GAAP
net income for the fourth quarter of 2009 and the fiscal year ended
December 31, 2009, which has been obtained by excluding a pretax charge
for the fourth quarter of 2009 in connection with a reduction in
workforce;
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Preservation service revenue growth has
been adjusted to obtain non-GAAP preservation service revenue growth, and
preservation service segment revenues have been adjusted to obtain non-GAAP
preservation service revenues, by excluding revenues from orthopedic tissue
processing, because the Company discontinued procuring and processing such
tissue as of January 1, 2007 and ceased distributing its remaining orthopedic
tissue as of June 30, 2008, except on a very limited basis. Because
the Company’s revenues from orthopedic tissue have been effectively reduced to
zero and should remain at that level for the foreseeable future, the Company
believes that the non-GAAP revenue growth numbers presented, as well as the
non-GAAP preservation service revenues presented, provide investors with a more
accurate measure of the relative revenue performance of the Company’s continuing
preservation service business.
Net income for the fourth quarter of
2008 and the fiscal year ended December 31, 2008 and fully diluted earnings per
share have been adjusted to obtain non-GAAP net income and fully diluted
earnings per share by presenting the figures as if the Company had recorded 2008
income taxes at a normalized 36 and 40 percent effective tax rate for the fourth
quarter of 2008 and fiscal 2008 because the Company's effective income tax rate
was lower in 2008 due to the valuation allowance on the Company's deferred tax
assets during 2008. The Company believes that the presentation of
non-GAAP net income and fully diluted earnings per share provides investors with
the ability to better compare the Company’s relative period-to-period
performance with respect to such measurements.
Net income for the fourth quarter of
2009 and the fiscal year ended December 31, 2009 has been adjusted to obtain
non-GAAP net income for the respective periods by excluding a pretax charge for
the fourth quarter of 2009 in connection with a reduction in workforce because
of the non-recurring nature of such a charge. The Company believes
the exclusion of this non-recurring charge provides investors with the ability
to better compare the Company’s relative period-to-period performance with
respect to such measurements.
Accordingly, CryoLife believes that
these non-GAAP measures, when read in conjunction with the Company’s GAAP
financials, provide useful information to investors by offering:
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·
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the
ability to make more meaningful period-to-period comparisons of the
Company’s on-going operating
results;
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·
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the
ability to better identify trends in the Company’s underlying business and
perform related trend analyses; and
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a
better understanding of how management plans and measures the Company’s
underlying business.
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The additional non-GAAP financial
information is not meant to be considered in isolation or as a substitute for
measures calculated in accordance with GAAP.
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
(“SEC”), 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 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
for the year ended December 31, 2008, as filed with the SEC, and any subsequent
SEC filings, as well as in the press release. CryoLife disclaims any obligation
or duty to update or modify these forward-looking statements.
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.
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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 18, 2010
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* This
exhibit is furnished, not
filed.
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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.
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CRYOLIFE,
INC. |
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Date: February
18, 2010
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By:
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/s/ D.A.
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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