UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 21, 2018
(Exact name of registrant as specified in its charter)
_________________________
Florida | 1-13165 | 59-2417093 |
(State or Other Jurisdiction | (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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
|
Section 5 | Corporate Governance and Management |
|
|
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 21, 2018, the Board of Directors of CryoLife, Inc. (the “Company”) approved an amendment (the “Amendment”), effective as of the same day, to the Amended and Restated Bylaws of the Company (the “Bylaws”).
The Bylaws Amendment makes certain changes to the Company’s Bylaws currently in effect to add an emergency bylaws provision, with the intent to ensure the continuity of corporate governance at the Company in the event of a catastrophic event, under Section 607.0207 of the Florida Business Corporation Act, or any successor thereto.
The description of the Amendment contained in this report is qualified in its entirety by reference to the full text of the form of Amended and Restated Bylaws, as amended and restated on February 21, 2018, effective the same day, filed as Exhibit 3.2 to this Current Report on Form 8-K.
|
|
Section 9 | Financial Statements and Exhibits. |
|
|
Item 9.01(d) | Exhibits. |
(d)Exhibits.
|
|
Exhibit Number | Description |
3.2 | Form of Amended and Restated Bylaws |
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: February 22, 2018
|
|
By: | /s/ D. Ashley Lee |
Name: | D. Ashley Lee |
Title: | Executive Vice President, Chief Operating Officer and Chief Financial Officer |
-2-