Copies to:
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B. Joseph Alley, Jr., Esq.
Arnall Golden Gregory LLP
171 17th Street, NW, Suite 2100
Atlanta, Georgia 30363-1031
(404) 873-8500
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Transaction Valuation*
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Amount of Filing Fee**
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$
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24,902,247
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$
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2,891.16
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* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(a)(4) and 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This amount is determined by multiplying 52,425,784 shares of Cardiogenesis Corporation (“Cardiogenesis”) common stock (representing the number of shares, including shares of common stock outstanding, options and warrants) by $0.457 per share, which is the offer price.
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** The amount of the filing fee was calculated in accordance with Rule 0-11(d) of the Exchange Act and Fee Rate Advisory # 5 for fiscal 2011, issued December 22, 2010, by multiplying the transaction valuation by 0.00011610.
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Amount Previously Paid: $2,891.16
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Filing Party: CL Falcon, Inc. and CryoLife, Inc.
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Form or Registration No.: Schedule TO
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Date Filed April 5, 2011
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o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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x third-party tender offer subject to Rule 14d-1.
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o issuer tender offer subject to Rule 13e-4.
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o going-private transaction subject to Rule 13e-3.
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o amendment to Schedule 13D under Rule 13d-2.
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ITEMS 4 and 11
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Terms of the Transaction; Other Information
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ITEM 12
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EXHIBITS.
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(a)(5)(F)
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Joint Press Release issued by CryoLife, Inc. and Cardiogenesis Corporation, dated April 18, 2011, announcing the expiration of the “go-shop” period.
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CRYOLIFE, INC.
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By:
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/s/ D. Ashley Lee
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Name:
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D. Ashley Lee
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Title:
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
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Date:
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April 18, 2011
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CL FALCON, INC.
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By:
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/s/ D. Ashley Lee
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Name:
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D. Ashley Lee
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Title:
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Vice President, Finance
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Date:
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April 18, 2011
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(a)(1)(A)
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Offer to Purchase dated April 5, 2011.*
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(a)(1)(B)
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Form of Letter of Transmittal.*
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Complaint filed in the Superior Court of the State of California, Orange County, captioned Patrick J. Grace v. Paul McCormick, Marvin Slepian, Gregory Waller, Ann Sabahat, Raymond Cohen, Cardiogenesis Corporation, CryoLife, Inc, and CL Falcon, Inc. (Case No. 30-2011-00464472-CU-SL-CXC).*
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(a)(1)(G)
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Complaint filed in the Superior Court of the State of California, Orange County, captioned Marion William Habiak vs. Cardiogenesis Corporation John McCormick, Raymond W. Cohen, Ann T. Sabahat, Marvin J. Slepian, Gregory D. Waller, CryoLife, Inc, CL Falcon, Inc., and Does 1 through 20, inclusive, (Case No. 30-2011-00464844-CU-SL-CXC).*
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(a)(5)(A)
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Joint Press Release issued by CryoLife, Inc. and Cardiogenesis Corporation, dated March 29, 2011, announcing the execution of the Agreement and Plan of Merger, dated as of March 28, 2011, among CryoLife, Inc., CL Falcon, Inc. and Cardiogenesis Corporation (incorporated by reference to Exhibit 99.1 to CryoLife, Inc.’s Current Report on Form 8-K filed on March 29, 2011).*
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(a)(5)(B)
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Joint Press Release issued by CryoLife, Inc. and Cardiogenesis Corporation, dated April 5, 2011, announcing the commencement of the Offer. *
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(a)(5)(C)
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Slide Presentation dated March 29, 2011 (incorporated by reference to Exhibit 99.2 to CryoLife, Inc.’s Current Report on Form 8-K filed on March 29, 2011).*
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(a)(5)(D)
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Joint Press Release issued by CryoLife, Inc. and Cardiogenesis Corporation, dated April 15, 2011, announcing the execution of the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2011, among CryoLife, Inc., CL Falcon, Inc. and Cardiogenesis Corporation (incorporated by reference to Exhibit 99.1 to CryoLife, Inc.’s Current Report on Form 8-K filed on April 15, 2011).*
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(a)(5)(E)
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Current Report on Form 8-K filed on April 15, 2011 (filed separately on April 15, 2011 and incorporated herein by reference).*
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(a)(5)(F)
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Joint Press Release issued by CryoLife, Inc. and Cardiogenesis Corporation, dated April 18, 2011, announcing the expiration of the “go-shop” period.
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(d)(1)
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Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2011, among CryoLife, Inc., CL Falcon, Inc. and Cardiogenesis Corporation (incorporated by reference to Exhibit 2.1 to CryoLife, Inc.’s Current Report on Form 8-K filed on April 15, 2011).*
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(d)(2)
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Support Agreement, dated as of March 28, 2011, by and between CryoLife, Inc., and certain shareholders of Cardiogenesis listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to Cardiogenesis Corporation’s Current Report on Form 8-K filed on March 29, 2011). *
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(d)(3)
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Mutual Confidential Disclosure Agreement, dated October 6, 2009, by and between Cardiogenesis Corporation and CryoLife, Inc. *
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(d)(4)
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Mutual Confidential Disclosure Agreement, dated September 29, 2010, by and between Cardiogenesis Corporation and CryoLife, Inc.*
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* Previously filed.
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