Cryolife Inc – ‘S-3MEF’ on 3/30/98

As of:  Monday, 3/30/98   ·   Effective:  3/30/98   ·   Accession #:  914062-98-101   ·   File #s:  333-46545, 333-48923

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Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration Statement Pursuant to Rule 462(B)         4     17K 
 2: EX-23.2     Accountant's Consent                                   1      4K 

S-3MEF   —   Registration Statement Pursuant to Rule 462(B)

S-3MEF
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          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. |_|                                           

                                                        [Enlarge/Download Table]


                         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)               
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
Common Stock, $.01 par value    287,500 Shares   $14.6875             $4,222,656.25        $1,245.68                         
=============================================================================================================================

(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.                                                        
------------------

S-3MEF
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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.                                                      

S-3MEF
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 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)).                        

S-3MEF
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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                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3MEF’ Filing		Date		First		Last			Other Filings
		3/31/98							10-Q
Filed on / Effective on:		3/30/98		1		4			10-K/A
		3/23/98		1					10-K/A
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