CRYOLIFE INC
8-K, 1997-02-28
MISC HEALTH & ALLIED SERVICES, NEC
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                       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): February 18, 1997


                                 CRYOLIFE, INC.
               (Exact name of registrant as specified in charter)

                         Commission file number 0-21104


           Florida                                    59-2417093
(State or other jurisdiction              (IRS Employer Identification No.)
       of incorporation)




     1655 Roberts Boulevard, N.W.
           Kennesaw, Georgia                                30144
(Address of principal executive offices)                  (Zip Code)




        Registrant's telephone number including area code (770) 419-3355


                             2211 New Market Parkway
                                    Suite 142
                               Marietta, GA 30067
          (Former name or former address, if changed since last report)











<PAGE>



ITEM 5.  OTHER EVENTS.


         On February 18, 1997,  the  Registrant  issued a press release  ("Press
Release")  announcing  its results of operations for the year ended December 31,
1996. The Registrant hereby incorporates by reference herein the information set
forth in its Press Release  dated  February 18, 1997, a copy of which is annexed
hereto as Exhibit 99.

         Except for the  historical  information  contained in this report,  the
statements  made by the Registrant are forward  looking  statements that involve
risks and  uncertainties.  All such  statements  are  subject to the safe harbor
created  by  the  Private   Securities   Litigation  Reform  Act  of  1995.  The
Registrant's  future financial  performance could differ  significantly from the
expectations  of management  and from results  expressed or implied in the Press
Release.  For example,  the  acquisition  of Ideas For Medicine  ("IFM") may not
close as expected,  due to failure to reach  agreement on the final terms of the
acquisition or other issues,  or if the  acquisition is closed as expected,  IFM
may not be  successfully or timely  integrated with the Registrant.  For further
information on these and other risk factors,  please refer to the "Risk Factors"
section of the Registrant's Form S-3 filed on November 21, 1996.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements.

         Not applicable.

         (b)      Pro Forma Financial Information.

         Not applicable.

         (c)      Exhibits.

Exhibit
Number                                                Description
99                                  Press Release dated February 18, 1997



408348.1


                                       -1-

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 CRYOLIFE, INC.



Date:  February 25, 1997           By: /s/ Edwin B. Cordell, Jr.
                                   -----------------------------
                                           Edwin B. Cordell, Jr.
                                           Chief Financial Officer






408348.1


                                       -2-

<PAGE>



                                  EXHIBIT INDEX




Exhibit
Number                                                Description
99                                  Press Release dated February 18, 1997



408348.1






                                   EXHIBIT 99







<PAGE>



CryoLife, Inc. Reports Record Revenues and Earnings For 1996

Tuesday, February 18, 1997 8:59:00 AM EST

ATLANTA,  Feb. 18 /PRNewswire/  -- Cryolife,  Inc.  (Nasdaq:  CRYL), a leader in
human tissue and cell  preservation,  announced record revenues and earnings for
the year ended December 31, 1996.

Revenues for the year were  $37,228,000,  27 percent over the previous record of
$29,226,000 set in 1995.

Net  income  for 1996  increased  78  percent  over  1995.  1996  earnings  were
$3,927,000,  or 40 cents per common  share,  compared to the previous  record of
$2,202,000, or 23 cents per common share in 1995.

The earnings per common share  recorded for 1995 and 1996 have been  adjusted to
reflect the Company's 2-for-1 stock split effected on June 28, 1996.

Steven G.  Anderson,  President and Chief  Executive  Officer,  CryoLife,  Inc.,
noted, "The Company's  financial results in 1996 represent the third consecutive
year of record  revenues and net income,  reflecting  expanded  applications  of
cryopreserved  human  tissues  for  transplants.   Heart  valve  unit  shipments
increased by 29 percent over 1995 levels,  while vein units shipped increased by
22 percent,  and  orthopaedic  tissue  shipments  increased by 171 percent.  The
record pace continued into 1997 with January revenues and net income  surpassing
the record results achieved in January of 1996."

The  acquisition  of Ideas for  Medicine  (IFM) is  continuing  and the  Company
expects to close on this  transaction  by the end of February.  Upon  successful
completion of the  acquisition,  CryoLife,  Inc.,  would be responsible for both
domestic  and  international  marketing  of IFM's  extensive  line of  specialty
intravenous  shunts,  balloon  and  angioplasty  catheters,  infusion  ports and
laparoscopic instruments.  Founded in 1979, IFM is a privately held company with
revenues in excess of $6.5 million annually.

Founded  in  1984,   CryoLife,   Inc.,  is  a  leader  in  the  development  and
commercialization   of  technology   for  ultra-low   temperature   preservation
("cryopreservation")  of viable human cardiovascular and orthopaedic tissues for
use in cardiac,  vascular and orthopaedic surgeries throughout the United States
and Canada.  The Company also distributes  stentless porcine heart valves within
the European Community.

<TABLE>
<CAPTION>
                                         CRYOLIFE, INC.
                             Summary of Consolidated Financial Data
                         (In thousands, except share and per share data)

                                             Three 3 Months Ended              Year Ended
                                           12/31/96       12/31/95        12/31/96       12/31/95
<S>                                        <C>            <C>             <C>            <C>    
Revenues                                   $  8,686       $  7,044         $37,228        $29,226
     Costs and expenses:
Preservation                                  2,862          2,204          12,593         10,485
General, administrative                       3,627          3,353          15,673         12,807
  and marketing
Research & development                          801            628           2,807          2,633

</TABLE>
408348.1

<PAGE>

<TABLE>
<S>                                        <C>            <C>             <C>            <C>    
Interest expense                                 33            ---              72              4
Total                                         7,323          6,185          31,145         25,929
Income before income taxes                    1,363            859           6,083          3,297
Income tax expense                              468            292           2,156          1,095
Net income                                  $   895        $   567         $ 3,927        $ 2,202
Earnings per share of                       $  0.09        $  0.06         $  0.40        $  0.23
  common stock*
Weighted average common                   9,942,000      9,616,000       9,906,000      9,568,000
  and common equivalent
  shares outstanding
                                                 December 31,
                                             1996            1995
  Balance Sheet Data:
Working Capital                             $10,986        $15,217
Total Assets                                $34,973        $24,132
Shareholders' Equity                        $24,929        $20,465

</TABLE>

*Adjusted  to reflect  the two for one stock split  effected  on June 28,  1996.
SOURCE CryoLife, Inc.


408348.1



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