- Current report filing (8-K)
November 03 2008 - 5:23PM
Edgar (US Regulatory)
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): November 2,
2008
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
Florida
|
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
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 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.
Change of Control Agreement
with Gerald Seery
On November 2, 2008, CryoLife, Inc.
(“CryoLife” or the “Company”) entered into a change of control agreement (the
“Agreement”) with Gerald Seery, the Company’s Senior Vice President of Sales and
Marketing. The Agreement provides that the Company will pay to Mr.
Seery a severance payment if he is terminated by the Company without cause or
terminates his own employment for good reason during a period extending from six
months before to two years after a change of control of the
Company.
The material terms of the Agreement are
as follows:
·
|
The
initial term of the Agreement ends September 1, 2011 and renews on
September 1, 2011 and every three-year anniversary thereafter, for an
additional three-year term, unless the Company gives notice to Mr. Seery
at least thirty days prior to the end of the then-current term that the
Agreement shall not be extended.
|
·
|
The
severance payment is an amount equal to two times the aggregate of Mr.
Seery’s base salary as of the date of termination and bonus compensation
for the year in which the termination of employment occurs (or if the
bonus for that year has not yet been awarded, the most recently awarded
bonus compensation).
|
·
|
Change
of control as defined in the Agreement means a change in the ownership of
the Company, a change in the effective control of the Company or a change
in the ownership of a substantial portion of the assets of the Company, as
further defined within the
Agreement.
|
·
|
The
Agreement is not an employment agreement and both parties acknowledge that
Mr. Seery’s employment is “at
will.”
|
·
|
Mr.
Seery agrees not to solicit any actual or prospective customers of
CryoLife with whom he has had contact for a competing business or to
solicit employees of CryoLife to leave the Company and join a competing
business during the term of the Agreement and for a period of one year
following the termination of the
Agreement.
|
·
|
The
Company is not required to make the severance payment and Mr. Seery is
required to repay any portion of the severance payment already received if
he solicits customers or employees of CryoLife during the term of the
Agreement and for a period of one year following the termination of the
Agreement.
|
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.
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Exhibit Number
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Description
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|
|
|
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10.1
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Change
of Control Agreement with Gerald
Seery.
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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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|
|
|
|
|
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Date: November
3, 2008
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By:
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/s/ D.A. Lee
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Name:
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D.
Ashley Lee
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Title:
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Executive
Vice President, Chief
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|
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Operating
Officer and Chief
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Financial
Officer
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