CRYOLIFE, INC. (NYSE:CRY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement. |
On February 14, 2017, the Board of Directors (the Board) of
CryoLife, Inc. (CryoLife or the Company), approved the Companys
entry into updatedindemnification agreements with each of its
non-employee directors Thomas F. Ackerman, James S. Benson,
Daniel J. Bevevino, Ronald C. Elkins, M.D., Ronald D. McCall,
Harvey Morgan and Jon W. Salveson aswell as with James W.
Bullock, appointed as a non-employee director in October, 2016,J.
Patrick Mackin, the Companys President, Chief Executive Officer
and Chairman, and D. Ashley Lee, the Companys Executive Vice
President, Chief Operating Officer, Chief Financial Officer and
Treasurer. The Board also approved the provision of such
indemnification agreements to Jean F. Holloway, the Companys
Senior Vice President, General Counsel, Chief Compliance Officer
and Corporate Secretary, William R. Matthews, the Companys Senior
Vice President, Operations, Quality and Regulatory, John E.
Davis, the Companys Senior Vice President, Global Sales and
Marketing, James M. McDermid, the Companys Senior Vice President,
Chief Human Resources Officer and Amy D. Horton, the Companys
Vice President, Chief Accounting Officer(each of the non-employee
directors, Messrs. Mackin, Lee, Matthews, Davis and McDermid and
Mmes. Holloway and Horton are individually referred to herein as
an Indemnitee and collectively referred to as Indemnitees).The
Company entered into the agreements with each of the Indemnitees
on March 17, 2017.
The updatedform indemnification agreement consists of three
changes from the prior indemnification agreement. The
updatedagreement provides that only non-employee directors and
covered executive officers are entitled to indemnification;
non-employee director orcovered executive officer status is
required for continued indemnification; and the Indemniteesare
entitled as well to any broader indemnification protections
provided by law or subsequently adopted or amended bylaws.
The foregoing summary of the terms of the Indemnification
Agreements is qualified in its entirety by reference to the
complete text of the Indemnification Agreements, and the form of
such Indemnification Agreements is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
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Item 1.02 |
Termination of a Material Definitive Agreement. |
Upon entering into the Indemnification Agreements on March 17,
2017, each of the pre-existing indemnification agreements between
the Company and the non-employee directors, and Messrs.Mackin and
Lee terminated and are no longer in effect.A description of the
terms and conditions of such pre-existing indemnification
agreements is set forth in the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on
February21, 2015, and such description is incorporated herein by
reference.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of |
Indemnification Agreements.
The summary of the terms of the Indemnification Agreements, as
set forth above in Item 1.01, is incorporated by reference into
this Item 5.02.Such summary is qualified in its entirety by
reference to the complete text of the Indemnification Agreements,
the form of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Description |
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10.1 |
Form of Indemnification Agreement entered into with each |
About CRYOLIFE, INC. (NYSE:CRY)
CryoLife, Inc. (CryoLife) is engaged in medical device manufacturing and distribution, and in the processing and distribution of implantable human tissues for cardiac and vascular surgeries. The Company operates in two segments: Medical Devices and Preservation Services. The Medical Devices segment sells BioGlue, BioFoam, PerClot, CardioGenesis cardiac laser therapy, Hemodialysis Reliable Outflow (HeRO) Graft, and ProCol Vascular Bioprosthesis (ProCol). The Preservation Services segment preserves cardiac and vascular tissues. The Company’s surgical sealants and hemostats include BioGlue Surgical Adhesive (BioGlue), BioFoam Surgical Matrix (BioFoam), and PerClot, an absorbable powdered hemostat, which the Company distributes internationally for Starch Medical, Inc. (SMI). Its CardioGenesis cardiac laser therapy product line includes a laser console system and single-use, fiber-optic handpieces. CRYOLIFE, INC. (NYSE:CRY) Recent Trading Information
CRYOLIFE, INC. (NYSE:CRY) closed its last trading session 00.00 at 16.45 with 117,840 shares trading hands.