cryolife8k41608.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): April 16,
2008
_______________________
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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o
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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
April 16, 2008, CryoLife, Inc. (the “Company” or “CryoLife”) entered into an
exclusive distribution agreement with Medafor, Inc.
(“Medafor”). Pursuant to the agreement, CryoLife will distribute an
absorbable blood clotting agent manufactured and developed by
Medafor. A copy of the press release announcing the agreement is
attached as Exhibit 99.1 hereto and incorporated by reference
hereto.
It
is anticipated that CryoLife will begin distribution of the absorbable blood
clotting agent, marketed by CryoLife as Hemostase MPH, on May 1,
2008. The agreement has a three-year term with a three-year right of
renewal by CryoLife if CryoLife meets the annual minimum purchase
requirements. The agreement gives CryoLife the exclusive distribution
rights for Hemostase MPH in specified territories for all applications in
cardiac and vascular surgery, and with respect to countries other than the
United States, China and Japan, for general surgery applications, excluding
orthopedic and ear, nose, and throat surgeries.
Commencing
May 1, 2008, CryoLife’s distribution territory under the distribution agreement
includes the United States (excluding approximately 41 hospitals where Medafor
will retain distribution rights until no later than December 31, 2008 and
Department of Defense facilities), the United Kingdom, Germany and
Canada. Subject to the exceptions noted above, the territory will
expand to include the entire world except Japan and China beginning in January
1, 2009. Department of Veterans Affairs hospitals are not considered
Department of Defense facilities as part of the agreement.
If
CryoLife fails to purchase certain specified annual amounts under the agreement,
Medafor may terminate the distribution agreement, with no further obligation
owed by CryoLife. If CryoLife terminates the distribution agreement,
other than for certain breaches by Medafor, then CryoLife is required to
reimburse Medafor for Medafor’s cost of up to three months of Hemostase MPH
inventory maintained by Medafor or purchase such inventory from
Medafor.
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.
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99.1
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Press
Release dated April 17, 2008.
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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: April
21, 2008
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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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