8K - Bylaws Change 2-29-16

 

 

 

 

 

  

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):  February 24, 2016

________________________

CRYOLIFE, INC. 

(Exact name of registrant as specified in its charter)
_________________________ 

  

 

 

 

Florida 

1-13165

59-2417093

(State or Other Jurisdiction
of Incorporation)

(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))

 


 

 

Section 5

Corporate Governance & Management

   

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

   

On February 24, 2016,  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 allow for electronic “written consent” by members of the Board and Committees of the Company,  with the intent to provide an authenticated assertion of approval that meets the requirements of Section 607.01401(26) 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 24, 2016, 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

   

 

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:  February 29, 2016

 

 

By:

/s/ D. Ashley Lee

Name:

D. Ashley Lee

Title:

Executive Vice President, Chief

Operating Officer and Chief

Financial Officer

   

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