--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 8-K
--------------------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 8, 2004
-----------------------
CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
-------------------------
FLORIDA 1-13165 59-2417093
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1655 ROBERTS BOULEVARD N.W., KENNESAW, GA 30144
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (770) 419-3355
N/A
(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))
--------------------------------------------------------------------------------
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; COMPENSATION.
Effective December 8, 2004, the By-laws of the Company were amended. Article
III, Section 10 was deleted and replaced with a revised Section 10. The revision
amends that section to specify that either the Board of Directors or a committee
may set the compensation of non-employee directors, as provided by the Florida
Business Corporation Act. The prior provision provided that by resolution of the
Board the directors may be paid either a fixed sum for attendance at each
meeting or a stated salary. The amendment also provides that all directors shall
be reimbursed for the expense of attendance at meetings unless otherwise
determined by the Board of Directors or a committee, which represents a change
from the prior provision to the effect that expenses may be paid by resolution
of the Board. Finally, the amendment provides that directors may receive payment
for services as directors and also serve the Company in other capacities, which
is substantially equivalent to the prior provision.
ITEM 9.01(C) EXHIBITS.
Exhibit Number Description
-------------- -----------
3.2 By-laws of the Company, as amended.
2
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: December 10, 2004 By: /s/ D.A. Lee
-------------------------------------------
D. Ashley Lee, Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
3