cryolife8k60407.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):  June 4, 2007

_______________________

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 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

On June 4, 2007, CryoLife, Inc. (“CryoLife” or the “Company”) issued a press release announcing that it is exercising its right to convert its 6% convertible preferred stock (the “Preferred Stock”) into the Company's common stock on and effective as of June 25, 2007.  CryoLife hereby incorporates by reference herein the information set forth in its press release dated June 4, 2007, 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.

All shares of common stock are to be issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended, in that they will be exchanged by the Company with its existing security holders exclusively where no commission or other remuneration will be paid or given directly or indirectly for soliciting the exchange.

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Section 9    Financial Statements and Exhibits.

Item 9.01    Financial Statements and 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
Press release dated June 4, 2007


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:  June 7, 2007
By:   /s/ D.A. Lee
 
Name:  D. Ashley Lee
 
Title:  Executive Vice President, Chief Operating Officer and Chief
 
Financial Officer


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