Unassociated Document
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): May 2, 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
5 Corporate
Governance and Management
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e). Amendment
of Grants Pursuant to the CryoLife, Inc. 2007 Executive Incentive
Plan
As
disclosed in a Current Report on Form 8-K dated February 13, 2007, the
Compensation Committee of the Board of Directors of CryoLife, Inc. approved,
contingent on Board approval of the 2007 Executive Incentive Plan (the “Plan”),
grants under the Plan to specified participants, including the executive
officers. The Plan was adopted by the Board of Directors and became effective
on
February 14, 2007. On May 2, 2007, the Compensation Committee approved, and
the
Board ratified, an amendment of these grants to exclude the $686,000 charge
related to executive severance expense, incurred in the first quarter of fiscal
2007, from the 2007 adjusted net income target on which a portion of each
executive officer’s grant is based. Before such amendment, “adjusted net income”
was defined as CryoLife’s 2007 GAAP net income excluding interest expense,
interest income, stock compensation, other than stock compensation related
to
the 2007 Executive Incentive Plan, changes in the value of the derivative
related to the Company’s preferred stock, other income and expense, and
amortization associated with intangibles recorded in connection with the
previously announced exchange and service agreement with Regeneration
Technologies, Inc. and related parties, if any. Following the amendment,
“adjusted net income” is defined as CryoLife’s 2007 GAAP net income excluding
interest expense, interest income, stock compensation, other than stock
compensation related to the 2007 Executive Incentive Plan, $686,000 of executive
severance expense incurred in the first quarter of fiscal 2007, changes in
the
value of the derivative related to the Company’s preferred stock, other income
and expense, and amortization associated with intangibles recorded in connection
with the previously announced exchange and service agreement with Regeneration
Technologies, Inc. and related parties, if any. The remaining terms of the
grants remain unchanged.
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:
May 8, 2007
|
By:
/s/
D. A. Lee
|
| |
Name:
D.
Ashley Lee
|
| |
Title:
Executive Vice President, Chief Operating Officer and Chief Financial
Officer
|