cryolife8k11210.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): January 12,
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 1 Registrant’s Business and
Operations
Item
1.01 Entry into a Material
Definitive Agreement.
On January 12, 2010, CryoLife, Inc.
(the “Company” or “CryoLife”) and certain of its subsidiaries amended its Credit
Facility (the “Credit Facility”) with General Electric Capital Corporation
(“GECC”), as lender, letter of credit issuer, and agent for all
lenders.
The amendment provides that CryoLife
may make specified investments in the capital stock of Medafor, Inc. without
violating the terms of the Credit Facility. In a press release dated
January 13, 2010, CryoLife disclosed that it had invested approximately
$3,200,000 in the acquisition of Medafor capital stock. The amendment
also increases the unused commitment fee that CryoLife pays to GECC with respect
to any unused portion of the Credit Facility to 50 basis points per annum when
the current amount outstanding under the Credit Facility is greater than $7.5
million and 75 basis points per annum when the current amount outstanding under
the Credit Facility is equal to or less than $7.5 million. The
amendment also establishes a minimum rate for LIBOR and the Base Rate, as both
terms are defined within the Credit Facility, of 3% and 4%, respectively, prior
to the addition of the applicable margin, per the terms of the Credit
Facility. Also, the amendment reduces the aggregate amount with
respect to which GECC and other letter of credit issuers subject to the Credit
Facility are obligated to issue letters of credit to CryoLife from $1,500,000 to
$1,000,000. As of December 31, 2009, the aggregate amount outstanding
under the Credit Facility was $503,787.10, including $188,789.70 issued
pursuant to letters of credit.
The other material terms of the Credit
Facility remain unchanged. A description of these terms is contained
in the Company’s Current Report on Form 8-K filed March 27, 2008, which is
incorporated by reference herein.
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: January
14, 2010
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By:
/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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