UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended JuneSeptember 30, 1996
Commission File Number 0-21104
CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
---------
Florida 59-2417093
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2211 New Market Parkway, Suite 142
Marietta, Georgia 30067
(Address of principal executive offices)
(zip code)
(770) 952-1660
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
___ ____----- -----
The number of shares of common stock, par value $0.01 per share, outstanding on
July 26,November 5, 1996 was 9,515,132.9,573,382.
Part I - FINANCIAL INFORMATION
Item 1. Financial statements
CRYOLIFE, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended SixNine Months Ended
JuneSeptember 30, JuneSeptember 30,
------------- -------------
1996 1995 1996 1995
---- ---- ---- ----
(Unaudited) (Unaudited)
Revenues:
Cryopreservation $9,619,346 $7,104,370 $17,878,905 $13,569,069$ 10,137,550 $ 7,878,183 $ 28,016,480 $21,447,252
Research grants, licenses, lease
and interest revenue 78,524 125,390 252,772 265,556
__________ __________ ___________ ___________
9,697,870 7,229,760 18,131,677 13,834,625273,074 469,076 525,846 734,633
-------------------------- ----------------------------
10,410,624 8,347,259 28,542,326 22,181,885
Costs and expenses:
Preservation 3,289,370 2,706,257 6,168,219 5,120,9353,563,200 3,159,805 9,731,419 8,280,740
General, administrative and marketing 4,181,360 3,042,545 7,807,029 5,973,4914,238,862 3,480,462 12,045,891 9,453,953
Research & development 700,423 667,923 1,390,519 1,354,034615,315 651,183 2,005,833 2,005,217
Interest expense -- 2,620 -- 2,620
8,171,153 6,419,345 15,365,767 12,451,080
_________ __________ ___________ __________39,268 1,308 39,269 3,929
-------------------------- ----------------------------
8,456,645 7,292,758 23,822,412 19,743,839
-------------------------- ----------------------------
Income before income taxes 1,526,717 810,415 2,765,910 1,383,5451,953,979 1,054,501 4,719,914 2,438,046
Income tax expense 538,278 251,036 994,974 434,036
_________ _________ __________ __________692,550 369,176 1,687,524 803,212
-------------------------- ----------------------------
Net income $ 988,4391,261,429 $ 559,379685,325 $ 1,770,936 $ 949,509
__________ __________ _____________ __________3,032,390 $1,634,834
========================== ============================
Earnings per share of common stock $ 0.100.13 $ 0.060.07 $ 0.180.31 $ 0.100.17
========================== =============================
Weighted average common _________ ______________ _____________ __________ and common
equivalent shares outstanding 9,932,512 9,503,528 9,876,286 9,462,2329,924,796 9,655,742 9,894,014 9,534,584
========================== =============================
See accompanying notes to summary consolidated financial statements.
Item 1. Financial Statements
CRYOLIFE, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1996 1995
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 58,061 $ 166,931
Marketable securities 4,317,254 6,015,158
Receivables (net) 7,465,534 5,369,205
Deferred preservation costs (net) 6,522,387 5,996,201
Inventories (net) 332,885 424,200
Prepaid expenses 584,648 369,594
Deferred income taxes 80,345 --
________ _________
Total current assets 19,361,114 18,341,289
__________ __________
Property and equipment (net) 4,580,272 3,279,168
Patents and other intangibles (net) 2,549,508 1,728,262
Other assets 464,943 240,897
___________ _________
TOTAL ASSETS $26,955,837 23,589,616
___________ ___________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,651,821 $1,372,862
Accrued expenses 1,866,936 1,474,365
Accrued compensation 305,163 260,709
Current portion of long term debt 198,458 --
___________ __________
Total current liabilities 4,022,378 3,107,936
___________ ___________
Deferred income taxes -- 16,486
Other long term liabilities 445,816 --
___________ ___________
Total liabilities 4,468,194 3,124,422
___________ ___________
Shareholders' Equity:
Preferred stock -- --
Common stock (issued 10,058,132 shares in 1996
and 9,974,332 shares in 1995) 100,582 99,744
Additional paid-in capital 16,837,339 6,568,312
Retained earnings 5,745,474 3,974,538
Unrealized gain on investments 4,740 28,092
Less: Treasury stock (543,000 shares) (179,625) (179,625)
Notes receivable from shareholders (20,867) (25,867)
___________ ___________
Total shareholders' equity 22,487,643 20,465,194
___________ ___________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $26,955,837 $23,589,616
CRYOLIFE, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1996 1995
---- ----
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 97,145 $ 166,931
Marketable securities 2,145,688 6,015,158
Receivables (net) 7,707,504 5,369,205
Deferred preservation costs (net) 6,374,252 5,996,201
Inventories (net) 353,427 424,200
Prepaid expenses 583,489 369,594
Deferred income taxes 184,821 --
-----------------------------------
Total current assets 17,446,326 18,341,289
-----------------------------------
Property and equipment (net) 9,651,735 3,279,168
Patents and other intangibles (net) 4,510,903 1,728,262
Other assets 500,288 240,897
-----------------------------------
TOTAL ASSETS $ 32,109,252 $ 23,589,616
===================================
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
Accounts payable $ 1,681,788 $ 1,372,862
Accrued expenses 1,986,771 1,474,365
Accrued compensation 393,998 260,709
Current portion of long term debt 477,859 --
-----------------------------------
Total current liabilities 4,540,416 3,107,936
-----------------------------------
Deferred income taxes -- 16,486
Other long term liabilities 3,582,559 --
-----------------------------------
Total liabilities 8,122,975 3,124,422
-----------------------------------
Shareholders' Equity:
Preferred stock -- --
Common stock (issued 10,105,987 shares in 1996
and 9,974,332 shares in 1995) 101,060 99,744
Additional paid-in capital 17,098,584 16,568,312
Retained earnings 7,006,928 3,974,538
Less: Treasury stock (543,000 shares) (179,625) (179,625)
Unrealized (loss) gain on investments (19,803) 28,092
Notes receivable from shareholders (20,867) (25,867)
-----------------------------------
Total shareholders' equity 23,986,277 20,465,194
-----------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 32,109,252 $ 23,589,616
===================================
See accompanying notes to summary consolidated financial statements.
Item 1. Financial Statements
CRYOLIFE, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
1996 1995
(Unaudited)
Net cash flows from operating activities:
Net income $1,770,936 $ 949,509
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 637,620 459,094
Provision for doubtful accounts 28,400 38,000
Deferred income taxes (96,831) --
Increase in receivables (2,124,729) (773,221)
(Increase) decrease in deferred preservation
costs and inventory (434,871) 540,801
Increase in prepaid expenses and other
assets (1,387,966) (938,206)
Increase in accounts payable and accrued
expenses 715,984 708,226
________ __________
Net cash flows provided by (used in)
operating activities (891,457) 984,203
_________ __________
Net cash flows used in investing activities:
Capital expenditures (1,811,104) (544,754)
Proceeds from other long term liabilities 644,274 --
Proceeds from the sale of marketable
securities 4,128,622 2,176,400
Purchase of marketable securities (2,430,718) (3,584,859)
Net cash flows provided by (used in) investing
activities 531,074 1,953,213)
___________ ____________
Net cash flow from financing activities:
Proceeds from issuance of common stock and
from notes receivable from shareholders 251,513 106,846
___________ __________
Net cash provided by financing activities 251,513 106,846
___________ ___________
Decrease in cash (108,870) (862,164)
Cash and cash equivalents at beginning of period 166,931 2,592,799
___________ ___________
Cash and cash equivalents at end of period $ 58,061 $ 1,730,635
___________ ___________
CRYOLIFE, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
1996 1995
---- ----
(Unaudited)
Net cash from operating activities:
Net income $ 3,032,390 $ 1,634,834
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,006,429 695,661
Provision for doubtful accounts (81,600) 289,026
Deferred income taxes (201,307) 128,866
Increase in receivables (1,782,824) (1,528,178)
(Increase) decrease in deferred preservation costs
and inventories (176,058) 733,422
Increase in prepaid expenses (213,895) (303,610)
Increase in accounts payable and accrued expenses 661,637 850,478
-----------------------------------
Net cash provided by operating activities 2,244,772 2,500,499
-----------------------------------
Net cash used in investing activities:
Capital expenditures (7,097,566) (1,138,170)
Cash paid for acquisition, net of cash acquired (721,721) --
Proceeds from the sale of marketable securities 5,799,569 409,111
Purchase of marketable securities (1,930,099) (2,881,723)
Increase in other assets (1,663,852) (640,365)
-----------------------------------
Net cash used in investing activities (5,613,669) (4,251,147)
-----------------------------------
Net cash provided by financing activities:
Proceeds from other long term liabilities 2,810,418 --
Proceeds from issuance of common stock and
from notes receivable from shareholders 488,693 252,370
-----------------------------------
Net cash provided by financing activities 3,299,111 252,370
-----------------------------------
Decrease in cash (69,786) (1,498,278)
Cash and cash equivalents at beginning of period 166,931 2,592,799
-----------------------------------
Cash and cash equivalents at end of period $ 97,145 $ 1,094,521
===================================
Supplemental cash flow information
Non-cash investing and financing activities:
Fair values of assets acquired $ 645,095 --
Cost in excess of assets acquired 1,619,610 --
Liabilities assumed (292,984) --
Notes issued for assets acquired (1,250,000) --
-----------------------------------
Total cash paid for acquisition $ 721,721 --
===================================
See accompanying notes to summary consolidated financial statements.
CRYOLIFE, INC. AND SUBSIDIARIES
NOTES TO SUMMARY CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited summary consolidated financial statements have been
prepared in accordance with (i) generally accepted accounting principles for
interim financial information, and (ii) the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for fair presentation have
been included. Operating results for the three and sixnine months ended JuneSeptember
30, 1996 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1996. Note 2Notes 2,3 and 4 below coverscover certain events
occurring after the latest fiscal year end. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Form 10-K for the year ended December 31, 1995.
Note 2 - Shareholders' equity
On May 16, 1996 the shareholders ratified and approved an amendment to the
Company's Articles of Incorporation to increase the number of authorized
shares of common stock of the Company from 20,000,000 shares to 50,000,000
shares.
On May 16, 1996 the shareholders approved the Employee Stock Purchase Plan
(the "Plan") under which employees who meet certain criteria are eligible to
purchase common stock of the Company, through payroll deductions, at 85% of
the market value of the shares, determined on either the first or
last day of a purchase period, on whichever date the market value is less.
No compensation expense is recorded in connection with the Plan. There are a
maximum of 600,000 shares eligible for issuance under the Plan.
On May 16, 1996 the shareholders approved an amendment to the Articles of
Incorporation of the Company deleting the provision on required voting rights
for preferred stock. On May 16, 1996 the Board of Directors declared a two for one stock split,
effected in the form of a stock dividend, payable on June 28, 1996 to
shareholders of record on June 7, 1996. All share and per share information in
the accompanying financial statements have been adjusted to reflect such split.
Note 3 - Revolver/Term Loan Agreement
On August 30, 1996 the Company executed a revolving term loan agreement with a
bank which permits the Company to borrow up to $10,000,000 at either the bank's
prime rate of interest or adjusted Libor, as defined, plus an applicable Libor
margin. This credit agreement contains certain restrictive convenants including,
but not limited to, maintenance of certain financial ratios and a minimum
tangible net worth requirement. The credit agreement is secured by substantially
all of the Company's assets, excluding intellectual property.
Note 4 - Acquisition
On September 12, 1996 the Company acquired the assets of United Cryopreservation
Foundation, Inc. ("UCFI"), a processor and distributor of cryopreserved human
heart valves and saphenous vein for transplant. Under the terms of the
acquisition, the Company will pay $2,000,000 over a five year period and assumed
certain obligations of UCFI. The impact of the acquisition on operations for the
three months ended September 30, 1996 was not significant.
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
Revenues were $9.7$10.4 million and $18.1$28.5 million for the three and sixnine months
ended JuneSeptember 30, 1996, respectively, compared to $7.2$8.3 million and $13.8$22.2
million for the corresponding periods in 1995. Revenues increased 35%25% and 31%29%
for the three and sixnine months ended JuneSeptember 30, 1996, respectively, compared
to the corresponding periods in 1995. RevenueThese revenue increases arewere primarily due
to greater allograft shipments resulting from increased demand.
Revenues from human heart valve preservation increased 32%25% to $6.6$7.1 million for
the three months ended JuneSeptember 30, 1996 from $5.0$5.7 million for the three months
ended JuneSeptember 30, 1995, representing 68% and 69% of total revenues,
respectively. For the sixnine months ended JuneSeptember 30, revenues from human heart
valve preservation increased 27%26% to $12.1$19.2 million for 1996 from $9.5$15.2 million
for 1995, representing 67% and 69%68% of total revenue,revenues, respectively. SecondThird
quarter revenues increased due to a 34%31% increase in tissue shipments resulting
from an increase in demand in the secondthird quarter of 1996 compared to the secondthird
quarter of 1995. SixNine month revenues increased due to a 31% increase in tissue
shipments resulting from an increase in demand in the first halfnine months of 1996
compared to 1995.
Revenues from the sale of porcine valves increased 109% to $71,000 for the three
months ended September 30, 1996 from $34,000 for the three months ended
September 30, 1995, representing 1% and less than 1% of total revenues,
respectively. For the nine months ended September 30, revenues from the sale of
porcine valves increased 77% to $302,000 for 1996 from $171,000 for 1995,
representing 1% of total revenues for both periods. Three month revenues
increased due to a 6% increase in shipments resulting from an increase in demand
in the first three months of 1996 compared to 1995. Nine month revenues
increased due to a 50% increase in shipments resulting from an increase in
demand in the first nine months of 1996 compared to 1995.
Revenues from vein preservation increased 24%22% to $2.1$2.2 million for the three
months ended JuneSeptember 30, 1996 from $1.7$1.8 million for the three months ended
JuneSeptember 30, 1995, representing 22%21% and 24%22% of total revenues, respectively.
For the sixnine months ended JuneSeptember 30, revenues from vein preservation
increased 18%20% to $3.9$6.1 million for 1996 from $3.3$5.1 million for 1995, representing
21% and 24%23% of total revenue,revenues, respectively. SecondThird quarter revenues increased
due to a 27% increase in tissue shipments resulting from an increase in demand
in the secondthird quarter of 1996 compared to the secondthird quarter of 1995. SixNine month
revenues increased due to a 16%20% increase in tissue shipments resulting from an
increase in demand in the first halfnine months of 1996 compared to 1995.
Revenues from orthopaedic tissue preservation increased 150%133% to $896,000$775,000 for the
three months ended JuneSeptember 30, 1996 from $359,000$332,000 for the three months ended
JuneSeptember 30, 1995, representing 9%7% and 5%4% of total revenues, respectively. For
the sixnine months ended JuneSeptember 30, revenues from orthopaedic tissue
preservation increased 159%147% to $1.7$2.4 million for 1996 from $638,000$970,000 for 1995,
representing 9%8% and 5%4% of total revenue,revenues, respectively. SecondThird quarter revenues
increased due to a 231%218% increase in tissue shipments resulting from an increase
in demand in the secondthird quarter of 1996 compared to the secondthird quarter of 1995.
SixNine month revenues increased due to a 241%233% increase in tissue shipments
resulting from an increase in demand in the first halfnine months of 1996 compared
to 1995.
Other revenues were $77,000$273,000 for the three months ended JuneSeptember 30, 1996
compared to $125,000$469,000 for the three months ended JuneSeptember 30, 1995, representing
1%3% and 2%6% of total revenues, respectively. For the sixnine months ended JuneSeptember
30, other revenues were $253,000$526,000 for 1996 compared to $265,000$735,000 for 1995,
representing 1%2% and 2%3% of total revenue, respectively. Other revenues consist
primarily of research grant award revenues and interest income. Research grant
award revenues in 1996 are primarily related to the bioadhesive and synergraft
projects. Interest income decreased for the third quarter of 1996 compared to
third quarter of 1995 due to a decrease in investments. Income from the
termination of the option agreement with Bayer Corporation totaled $88,000, net
of related expenses.
Preservation costs aggregated $3.3$3.6 million and $6.2$9.7 million, respectively, for
the three and sixnine months ended JuneSeptember 30, 1996, representing 34%35% of total
revenues for both periods, compared to $2.7$3.2 million and $5.1$8.3 million,
respectively, for the three and sixnine months ended JuneSeptember 30, 1995,
representing 38% and 37% of total revenues, respectively. Preservation costs
increased 22%13% for secondthird quarter 1996 compared to secondthird quarter 1995 and
increased 22%18% for the first halfnine months of 1996 compared to the first halfnine
months of 1995 due to increased shipments of human allografts.
General, administrative, and marketing expenses aggregated $4.2 million and
$7.8$12.0 million, respectively, for the three and sixnine months ended JuneSeptember 30,
1996, representing 43%40% and 42% of total revenues for both periods,respectively, compared to $3.0$3.5
million and $6.0$9.5 million, respectively, for the three and sixnine months ended
JuneSeptember 30, 1995, representing 42% and 43% of total revenues, respectively.
This increase reflects the general overhead growth trends, including increased
marketing expensesassociatedexpenses associated with the increase in revenues and the switch from
a predominantly independent sales force to a predominantly direct sales force.
Research and development expenses aggregated $700,000$615,000 and $1.4$2.0 million,
respectively, for the three and sixnine months ended JuneSeptember 30, 1996,
representing 7%6% and 8%7% of total revenues, respectively, compared to $668,000$651,000 and
$1.4$2.0 million, respectively, for the three and sixnine months ended JuneSeptember 30,
1995, representing 9%8% and 10%9% of total revenues, respectively. R & D spending
relates principally to the Company's focus on bioadhesives and the synergraft
technology.
Seasonality
The demand for the Company's human heart valve tissue preservation services is
seasonal.seasonal, with peak demand generally occurring in the second and third quarters.
Management believes this demand trend for human heart valves is primarily due to
the high number of pediatric surgeries scheduled during the summer months.
Liquidity and Capital Resources
At JuneSeptember 30, 1996 net working capital was $15.3$12.9 million, compared to $15.2$15.1
million at December 31, 1995, with a current ratio of 4.83.8 to 1.1 at September 30,
1996. Shareholders' equity at JuneSeptember 30, 1996 was $22.5$24.0 million. The
Company's primary capital requirements arise out of working capital needs,
including receivables and deferred preservation costs, and capital expenditures
for facilities and equipment, primarily the new corporate headquarters. The
increase in receivables relates to the increase in revenue.revenue and to receivables
acquired from UCFI. The increase in prepaid expenses relates primarily to
prepaid lab supplies for the bioadhesives facility. The increase in other assets
relates primarily to the purchase of the Bioglue technology.technology and intangibles
assets recorded in connection with the purchase of the assets of UCFI The
increase in accounts payable and accrued expenses is due to increased
procurement fees pursuant to an increase in tissue procured, and the increase in
overhead to support the increased revenues. Other long term liabilities relate
to the acquisition of the Bioglue technology.technology, the acquisition of the assets of
UCFI, and draws on the Company's line of credit. Fixed asset additions of $1.8$7.1
million during the first halfnine months of 1996 related principally to the
construction of the new corporate headquarters. The Company does not expect to
incur significant additional costs relating to the completion of the
construction of the new corporate headquarters.
The Company believes that available cash, cash equivalents, and marketable
securities, along with cash generated from operations and the Company's $10
million credit facility, will be sufficient to meet its operating and
development needs for the foreseeable future.
Forward-Looking Statements
Statements made in this Form 10-Q for the quarter ended September 30, 1996 that
state the Company's or management's intentions, hopes, beliefs, expectations or
predictions of the future are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. It is important to note
that the Company's actual results could differ materially from those contained
in such forward-looking statements as a result of adverse changes in any of a
number of factors that affect this Company's business, including without
limitation, changes in (1) government regulation of the Company's business, (2)
the Company's competitive position, (3) the availability of tissue for implant,
(4) the status of the Company's products under development, (5) the protection
of the Company's proprietary technology and (6) the reimbursement of health care
costs by third-party payors.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders was held on
May 16, 1996.
(b) Management's nominees for director were elected at the
meeting by the holders of common stock. The election was
uncontested.
(c) A proposal to approve the Company's Employee Stock
Purchase Plan was approved.
The result of the voting was as follows:
Common shares
_____________
Voting for 2,679,355
Voting against 29,245
Abstain from voting 8,788
BrokerNon-votes 930,712
___________
Total 3,648,100
_________
A proposal to amend the Company's Articles of Incorporation
to increase the number of authorized shares of common stock
from twenty million to fify million shares was approved.
The result of the voting was as follows:
Common shares
_____________
Voting for 3,478,798
Voting against 395,575
Abstain from voting 19,680
Broker Non-votes 0
____________________
Total 3,894,053
____________________
A proposal to amend the Company's Articles of Incorporation
to delete the requirement that preferred shares have voting
rights was approved. The result of the voting was as follows:
Common shares
_____________
Voting for 2,441,238
Voting against 259,984
Abstain from voting 16,166
Broker Non-votes 930,712
_______________
Total 3,648,100
_______________
The following table shows the results of voting in the
election of Directors:
Shares Voted For Authority Withheld
Steven G. Anderson 3,781,470 112,653
Ronald C. Elkins, M.D. 3,781,470 112,653
Benjamin H. Gray 3,781,470 112,653
Rodney G. Lacy 3,781,470 112,653
Ronald D. McCall, Esq. 3 781,470 112,653
None
Item 5. Other information.
None
Item 6. Exhibits and Reports on Form 8-K (a) The exhibit index can be found
below.
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of the Company, as amended. (Incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (No.
33-56388).)
3.2 Amendment to Articles of Incorporation of the Company dated November 29, 1985.
(Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995.)
3.3 Amendment to the Company's Articles of Incorporation to increase the number of
authorized shares of common stock from 20 million to 50 million shares and to delete
the requirement that all preferred shares have one vote per share.
3.4 ByLaws of the Company, as amended. (Incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report of Form 10-K for the fiscal year ended December 31, 1993.)
10.1 Research and Option Agreement between the Company and Biocompatibles Limited.Exhibit
Number Description
- ------ -----------
2.1* Sale Agreement dated August 16, 1996 between the Company and
Donald Nixon Ross.
2.2 Asset Purchase Agreement among the Company and United
Cryopreservation Foundation, Inc., United Transplant
Foundation, Inc. and QV, Inc. dated September 11, 1996.
3.1 Restated Certificate of Incorporation of the Company, as
amended. (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (No.
33-56388).)
3.2 Amendment to Articles of Incorporation of the Company dated
November 29, 1995. (Incorporated by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.)
3.3 Amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of common stock from
20 million to 50 million shares and to delete the requirement
that all preferred shares have one vote per share.
(Incorporated by Reference to Exhibit 3.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.)
3.4 ByLaws of the Company, as amended. (Incorporated by reference
to Exhibit 3.2 to the Registrant's Annual Report of Form 10-K
for the fiscal year ended December 31, 1993.)
10.1 Noncompetition Agreement between the Company and United
Cryopreservation Foundation, Inc. dated September 11, 1996.
10.2 Noncompetition Agreement between the Company and United
Transplant Foundation, Inc. dated September 11, 1996.
10.3 Noncompetition Agreement between the Company and QV, Inc.
dated September 11, 1996.
10.4 Revolving\Term Loan Facility between the Company and
NationsBank N.A., dated August 30, 1996.
11.1 Statement re: computation of earnings per share
27.1 Financial Data Schedule
- --------
* The Company has applied for confidential treatment of portions of this
Agreement. Accordingly, portions thereof have been omitted and filed separately
with the Securities and Exchange Commission.
(b) Current Reports on Form 8-K.
The Registrant filed a Current Report on Form 8-K with the
Commission on April 23 with respect to a Change in the
Registrant's Certifying Accountant.None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalfbenine months by
the undersigned thereunto duly authorized.
CRYOLIFE, INC.
(Registrant)
AugustNovember 13, 1996 EDWIN/s/ Edwin B. CORDELL, JR.
___________________________________Cordell, Jr.
- ------------------ -------------------------
DATE EDWIN B. CORDELL, JR.
Vice President and Chief Financial
Officer
(Principal Financial and
Accounting Officer)