Item 3.03 Material Modification to Rights of Security Holders.
On
The Reincorporation was accomplished by filing: (i) Articles of Conversion with
the
Upon the effectiveness of the Reincorporation on
?The Company's affairs ceased to be governed by the Florida Business Corporation
Act and the Company's
?The resulting
?Each (i) issued and outstanding share of common stock of CryoLife-Florida automatically became an issued and outstanding share of common stock of CryoLife-Delaware, (ii) option exercisable for common stock of CryoLife-Florida automatically became an equivalent option exercisable for shares of common stock of CryoLife-Delaware, (iii) warrant or other right to acquire shares of common stock CryoLife-Florida automatically became an equivalent warrant or other right to acquire shares of common stock of CryoLife-Delaware, and (iv) outstanding certificate representing shares of CryoLife-Florida common stock shall be deemed an equivalent certificate representing shares of CryoLife-Delaware common stock;
?All employee benefit and incentive plans of CryoLife-Florida continue to be employee benefit and incentive plans of CryoLife-Delaware; and
?Each director and officer of CryoLife-Florida continues to hold his or her respective office with CryoLife-Delaware.
Certain rights of the Company's stockholders changed as a result of the Reincorporation, and such changes are described in the Definitive Proxy Statement under the sections entitled "Proposal One - Reincorporation Proposal" and "Proposal Two - Exclusive Forum Proposal," and such description is incorporated by reference in this Item 3.03. Additionally, a more detailed description of the Plan of Conversion and the effects of the Reincorporation is set forth in the Definitive Proxy Statement under the section entitled "Proposal One - Reincorporation Proposal," which description is incorporated by reference in this Item 3.03. The foregoing description of the Plan of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, the Delaware Bylaws, and the Florida Articles of Conversion is only a summary and is qualified in its entirety by reference to the full text of the Plan of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, the Delaware Bylaws, and the Florida Articles of Conversion, which are
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filed as Exhibits 2.1, 3.1, 3.2, 3.3, and 3.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information contained in Item 3.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. Exhibit Number Description 2.1 Plan of Conversion, effectiveJanuary 1, 2022 3.1 Delaware Certificate of Conversion, effectiveJanuary 1, 2022 3.2 Delaware Certificate of Incorporation, effectiveJanuary 1, 2022 3.3 Delaware Bylaws, effectiveJanuary 1, 2022 3.4 Florida Articles of Conversion, effectiveJanuary 1, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ? -3-
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