8KA Project Metal 3-4-16

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K/A

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2016

_______________________

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

 

Explanatory Note

 

CryoLife, Inc., or CryoLife, filed a Form 8-K with the Securities and Exchange Commission on January 25, 2016 (the “Original Filing Date”) to report the completion of its acquisition of On-X Life Technologies Holdings, Inc., or On-X.  In the Original Filing, we stated that the required financial statements and pro forma financial information would be filed by amendment within 71 calendar days from the date that the Original Filing was required to be filed. This Form 8-K/A is being filed to amend the Original Filing to provide the required financial statements and pro forma financial information described under Item 9.01 below.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

 

The audited financial statements of On-X as of December 31, 2013, December 31, 2014 and the unaudited financial statements as of September 30, 2015 are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference. 

 

(b) Pro Forma Financial Information

 

The unaudited pro forma financial information with respect to CryoLife’s acquisition of On-X is filed as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.

 

(d) Exhibits.

 

 

 

 

 

 

Exhibit No.

 

Description

 

 

 

23.1

 

Consent of KPMG LLP

23.2

 

Consent of Padgett Stratemann & Co., LLP

99.1

 

Audited financial statements of On-X as of December 31, 2013, December 31, 2014 and the unaudited financial statements as of September 30, 2015

99.2

 

Unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2015, unaudited pro forma combined condensed consolidated statement of operations for the fiscal year ended December 31, 2014 and unaudited pro forma combined condensed consolidated statement of operations for the nine month period ended September 30, 2015

 

 

 

 


 

 

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.

 

 

By:

/s/ Jean F. Holloway

Name:

Jean F. Holloway

Title:

Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

 

 

 

Date: March 9, 2016

 

 

 


 

 

EXHIBIT INDEX

 

 

 

 

 

 

Exhibit No.

 

Description

 

 

 

23.1

 

Consent of KPMG LLP

23.2

 

Consent of Padgett Stratemann & Co., LLP

99.1

 

Audited financial statements of On-X as of December 31, 2013, December 31, 2014 and the unaudited financial statements as of September 30, 2015

99.2

 

Unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2015, unaudited pro forma combined condensed consolidated statement of operations for the fiscal year ended December 31, 2014 and unaudited pro forma combined condensed consolidated statement of operations for the nine month period ended September 30, 2015