Attached files
file | filename |
---|---|
EX-99.1 - LETTER - CRYOLIFE INC | cryolife8k20910ex991.htm |
EX-99.2 - PRESS RELEASE - CRYOLIFE INC | cryolife8k20910ex992.htm |
EX-99.3 - CRYOLIFE INC | cryolife8k20910ex993.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): February 9,
2010
_______________________
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):
x
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
q
|
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 8 Other Events
Item 8.01 Other Events.
On February 9, 2010, CryoLife, Inc.
(“CryoLife”) sent a letter to the shareholders of Medafor, Inc. (“Medafor”) and
issued a press release regarding the same. CryoLife also updated the
Frequently Asked Questions portion of the Medafor offer portion of its
website. These documents are available at www.cryolife.com/medaforoffer
and/or have otherwise been disseminated by CryoLife. The letter to
the Medafor shareholders and the press release, both dated February 9, 2010, and
the updated Frequently Asked Questions portion of the website are attached
hereto as Exhibits 99.1, 99.2 and 99.3, respectively.
This filing
and the exhibits hereto are provided for informational purposes only and are not
offers 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.
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.
Exhibit Number
|
Description
|
|
99.1
|
Letter
to the Medafor shareholders dated February 9, 2010
|
|
99.2
|
Press
Release dated February 9, 2010
|
|
99.3 | Frequently Asked Questions available at www.cryolife.com/medaforoffer |
- 2
-
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: February
9, 2010
|
By:
|
/s/ D.A. Lee | |
Name: | D. Ashley Lee | ||
Title: | Executive Vice President, Chief | ||
Operating Officer and Chief | |||
Financial Officer |
- 3
-