-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HpAFi+G02jGOLiCKiS4pEireHYShoFIch5DXc/1V2/z0CvhXwR6V5vsXgs5vjHpw wvWSGhImdOiZY2hSgszQuw== 0000914062-98-000101.txt : 19980401 0000914062-98-000101.hdr.sgml : 19980401 ACCESSION NUMBER: 0000914062-98-000101 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 2 333-46545 FILED AS OF DATE: 19980330 EFFECTIVENESS DATE: 19980330 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRYOLIFE INC CENTRAL INDEX KEY: 0000784199 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 592417093 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-48923 FILM NUMBER: 98580411 BUSINESS ADDRESS: STREET 1: 1655 ROBERTS BOULEVARD N W STREET 2: STE 142 CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 4049521660 MAIL ADDRESS: STREET 1: 1655 ROBERTS BOULEVARD N W STREET 2: STE 142 CITY: KENNESAW STATE: GA ZIP: 30144 S-3MEF 1 REGISTRATION STATEMENT PURSUANT TO RULE 462(B) As filed with the Securities and Exchange Commission on March 30, 1998 REGISTRATION NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CRYOLIFE, INC. (Exact name of registrant as specified in its charter) FLORIDA 58-2417093 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1655 ROBERTS BOULEVARD, N.W. KENNESAW, GEORGIA 30144 (770) 419-3355 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- STEVEN G. ANDERSON CHIEF EXECUTIVE OFFICER CRYOLIFE, INC. 1655 ROBERTS BOULEVARD, N.W. KENNESAW, GEORGIA 30144 (770) 419-3355 (Name, address, including zip code and telephone number, including area code, of agent for service) COPIES OF COMMUNICATIONS TO: B.Joseph Alley, Jr., Esq. William T. Whelan, Esq. Arnall Golden & Gregory, LLP Palmer & Dodge LLP 2800 One Atlantic Center One Beacon Street 1201 West Peachtree Street Boston, Massachusetts 02108 Atlanta, Georgia 30309 (617) 573-0100 (404) 873-8500 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. --------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-46545 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE ============================================================================================================================= Proposed Proposed Title of Each Class of Amount to Maximum Offering Maximum Aggregate Amount of Securities to be Registered be Registered Price Per Share(1) Offering Price(1) Registration Fee(1) - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 287,500 Shares $14.6875 $4,222,656.25 $1,245.68 =============================================================================================================================
(1) Calculated pursuant to Rule 457(c) and based on the average of the high and low prices of the Company's Common Stock on March 23, 1998, as reported on the New York Stock Exchange. ------------------ This registration statement is being filed with respect to the registration of additional shares of Common Stock, $.01 par value per share, of CryoLife, Inc., a Florida corporation, (the "Company") for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Company's earlier effective registration statement (File No. 333-46545) are incorporated in this registration statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Arnall Golden & Gregory, LLP. (Incorporated by reference to Exhibit 5.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-46545)). 23.1 Consents of Ernst & Young LLP. (Incorporated by reference to Exhibit 23.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-46545)). 23.2 Consent of KPMG Peat Marwick LLP. Filed herewith. 23.3 Consent of Arnall Golden & Gregory, LLP. (Included in Exhibit 5.1). 24.1 Powers of Attorney. (Incorporated by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-46545)). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennesaw, State of Georgia on March 30, 1998. CRYOLIFE, INC. By: /s/ Steven G. Anderson ------------------------------ Steven G. Anderson President, Chief Executive Officer and Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Principal Executive, Financial & Accounting Officers and Directors: Name Title Date /s/ Steven G. Anderson President, Chief Executive ------------------------- Officer and Chairman of March 30, 1998 Steven G. Anderson the Board of Directors (Principal Executive Officer) /s/ Edwin B. Cordell, Jr. Vice President and Chief ------------------------- Financial Officer March 30, 1998 Edwin B. Cordell, Jr. (Principal Financial and Accounting Officer) * ------------------------ Director Ronald D. McCall * ------------------------- Director Benjamin H. Gray * ------------------------- Director Virginia C. Lacy * -------------------------- Director Ronald Charles Elkins, M.D. *By: /s/ Edwin B. Cordell, Jr. March 30, 1998 --------------------------- Edwin B. Cordell, Jr. Attorney-in-fact EX-23.2 2 ACCOUNTANT'S CONSENT ACCOUNTANT'S CONSENT The Board of Directors CryoLife, Inc. We consent to the use of our report included herein and to the references to our firm under the headings "Selected Consolidated Financial Data" and "Experts" in the prospectus. KPMG Peat Marwick LLP Atlanta,Georgia March 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----