As filed with the Securities and Exchange Commission on March 30, 1998
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 58-2417093
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1655 ROBERTS BOULEVARD, N.W.
KENNESAW, GEORGIA 30144
(770) 419-3355
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
STEVEN G. ANDERSON
CHIEF EXECUTIVE OFFICER
CRYOLIFE, INC.
1655 ROBERTS BOULEVARD, N.W.
KENNESAW, GEORGIA 30144
(770) 419-3355
(Name, address, including zip code and telephone number, including area
code, of agent for service)
COPIES OF COMMUNICATIONS TO:
B.Joseph Alley, Jr., Esq. William T. Whelan, Esq.
Arnall Golden & Gregory, LLP Palmer & Dodge LLP
2800 One Atlantic Center One Beacon Street
1201 West Peachtree Street Boston, Massachusetts 02108
Atlanta, Georgia 30309 (617) 573-0100
(404) 873-8500
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC: As soon as practicable after this
Registration Statement becomes effective.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-46545
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed Proposed
Title of Each Class of Amount to Maximum Offering Maximum Aggregate Amount of
Securities to be Registered be Registered Price Per Share(1) Offering Price(1) Registration Fee(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 287,500 Shares $14.6875 $4,222,656.25 $1,245.68
=============================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) and based on the average of the high and
low prices of the Company's Common Stock on March 23, 1998, as reported on the
New York Stock Exchange.
------------------
<PAGE>
This registration statement is being filed with respect to the registration of
additional shares of Common Stock, $.01 par value per share, of CryoLife, Inc.,
a Florida corporation, (the "Company") for an offering pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Company's
earlier effective registration statement (File No. 333-46545) are incorporated
in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Arnall Golden & Gregory, LLP. (Incorporated by
reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-3 (Registration Statement No. 333-46545)).
23.1 Consents of Ernst & Young LLP. (Incorporated by reference to
Exhibit 23.1 to the Registrant's Registration Statement on Form
S-3 (Registration Statement No. 333-46545)).
23.2 Consent of KPMG Peat Marwick LLP. Filed herewith.
23.3 Consent of Arnall Golden & Gregory, LLP. (Included in Exhibit
5.1).
24.1 Powers of Attorney. (Incorporated by reference to Exhibit 24.1 to
the Registrant's Registration Statement on Form S-3 (Registration
Statement No. 333-46545)).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kennesaw, State of Georgia on March 30, 1998.
CRYOLIFE, INC.
By: /s/ Steven G. Anderson
------------------------------
Steven G. Anderson
President, Chief Executive
Officer and Chairman of the
Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Principal Executive, Financial & Accounting Officers and Directors:
Name Title Date
/s/ Steven G. Anderson President, Chief Executive
------------------------- Officer and Chairman of March 30, 1998
Steven G. Anderson the Board of Directors
(Principal Executive
Officer)
/s/ Edwin B. Cordell, Jr. Vice President and Chief
------------------------- Financial Officer March 30, 1998
Edwin B. Cordell, Jr. (Principal Financial and
Accounting Officer)
*
------------------------ Director
Ronald D. McCall
*
------------------------- Director
Benjamin H. Gray
*
------------------------- Director
Virginia C. Lacy
*
-------------------------- Director
Ronald Charles Elkins, M.D.
*By: /s/ Edwin B. Cordell, Jr. March 30, 1998
---------------------------
Edwin B. Cordell, Jr.
Attorney-in-fact
ACCOUNTANT'S CONSENT
The Board of Directors
CryoLife, Inc.
We consent to the use of our report included herein and to the references to our
firm under the headings "Selected Consolidated Financial Data" and "Experts" in
the prospectus.
KPMG Peat Marwick LLP
Atlanta,Georgia
March 30, 1998
