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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001045969-03-001106.txt : 20030421
<SEC-HEADER>0001045969-03-001106.hdr.sgml : 20030421
<ACCEPTANCE-DATETIME>20030421170256
ACCESSION NUMBER:		0001045969-03-001106
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030408
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030421

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CRYO CELL INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000862692
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-SERVICES, NEC [8900]
		IRS NUMBER:				223023093
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23386
		FILM NUMBER:		03657182

	BUSINESS ADDRESS:	
		STREET 1:		3165 MCMULLEN BOOTH RD
		STREET 2:		BLDG B
		CITY:			CLEARWATER
		STATE:			FL
		ZIP:			33761
		BUSINESS PHONE:		7277230333

	MAIL ADDRESS:	
		STREET 1:		3165 MCMULLEN BOOTH RD
		STREET 2:		BLDG. B
		CITY:			CLEARWATER
		STATE:			FL
		ZIP:			33761
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       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): April 8, 2003


                          CRYO-CELL INTERNATIONAL, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                     0-23386                  22-3023093
- ----------------------       ---------------------     -----------------------
    (State or other               (Commission              (IRS Employer
    jurisdiction of               File Number)           Identification No.)
    incorporation)


           3165 McMullen Booth Road
                   Building #B                                33761
              Clearwater, Florida
- -----------------------------------------------      -----------------------
(Address of principal executive offices)                    (Zip Code)


Registrant's Telephone Number, Including Area Code:  727-723-0333

<PAGE>

ITEM 12. Results of Operation and Financial Condition.

         On April 15, 2003, the Company issued a press release announcing the
filing of Form 12b-25 with respect to its 10-QSB and preliminary range of
results for the quarter ended February 28, 2003, as well as, prior periods, as a
result of an evaluation of certain revenue recognition accounting policies. A
copy of the press release is filed herewith as Exhibit 99.1.

ITEM 5.  Other Events.
         On April 15, 2003, the Company issued a press release announcing the
appointment of the Company's Chairman, Mercedes Walton, as the interim Chief
Executive Officer to replace John Hargiss, who resigned as CEO, President and a
director on April 8, 2003. The appointment of Beth Houghton as interim President
and Chief Operating Officer was also announced. A copy of the press release is
filed herewith as Exhibit 99.1.

ITEM 7.  Financial Statements and Exhibits.

         (c)    Exhibits
                --------

                See Exhibit No. 99.1.


2

<PAGE>

               SPECIAL NOTICE REGARDING FORWARD LOOKING STATEMENTS

         This Form 8-K, may contain statements which constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act, as amended
and Section 21E of the Securities Exchange Act of 1934. The terms "CRYO-CELL
International, Inc. ," "CRYO-CELL" "Company," "we," "our" and "us" refer to
CRYO-CELL International, Inc. The words "expect," "believe," "goal," "plan,"
"intend," "estimate" and similar expressions and variations thereof, if used,
are intended to specifically identify forward-looking statements. Those
statements appear in a number of places in this Form 8-K and include statements
regarding the intent, belief or current expectations of the Company, its
directors or its officers with respect to, among other things:

         (i)    our strategic transformation and expense reductions efforts
                toward the goal of profitability and rebuilding shareholder
                value;

         (ii)   our range of revenue and earnings for the current and prior
                periods;

         (iii)  our revenue sharing agreements and annual storage fees revenue;

         (iv)   our filing of Form 10-QSB for the quarter ended February 28,
                2003; and

         (v)    our evaluation of the revenue recognized pursuant to the
                revenue sharing agreements and storage fees.

         Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following:

         (i)    any material change to our previously reported financial
                results resulting from the evaluation by the Company and its
                auditors and SEC guidance;

         (ii)   any inability to achieve profitability and increase
                shareholder value;

         (iii)  any inability to successfully reduce expenses;

         (iv)   the additional costs associated with any revisions to our
                financial results;

         (v)    the inability of the Company to maintain its listing on the
                Nasdaq Small Cap market as a result of the inability to timely
                file Form 10-QSB;

         (vi)   and other factors set forth from time to time in the Company's
                reports, including but not limited to the Company's Form
                10-KSB.

         We undertake no obligation to publicly update or revise the forward
looking statements made in this Form 8-K to reflect events or circumstances
after the date of this Form 8-K or to reflect the occurrence of unanticipated
events.

3

<PAGE>

SIGNATURE
- ---------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    CRYO-CELL INTERNATIONAL, INC.


                                    By: /s/ Mercedes Walton
                                        --------------------------------------
                                        Mercedes Walton
                                        Its: Interim Chief Executive Officer

Dated: April 21, 2003


4

<PAGE>

EXHIBIT INDEX
- -------------

EXHIBIT
NUMBER       EXHIBIT
- -------      -------

99.1         Press Release dated April 15, 2003.


5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

[CRYO-CELL LETTERHEAD]

For Immediate Release                  Contact: Jill Taymans
                                                727-723-0333
                                                727-723-0444 (Fax)
                                                investor.relations@cryo-cell.com

               CRYO-CELL ANNOUNCES INTERIM CHIEF EXECUTIVE OFFICER
    AND PRESIDENT & CHIEF OPERATING OFFICER TO LEAD STRATEGIC TRANSFORMATION

   COMPANY ANNOUNCES THAT IT WILL REQUEST EXTENSION FOR FIRST QUARTER 10-QSB
      FILING AND ASSESSES CERTAIN REVENUE RECOGNITION ACCOUNTING POLICIES

Clearwater, FL - April 15, 2003 (NASDAQ-CCEL) - CRYO-CELL International, Inc.
announced today certain management additions. The Company also announced that it
has requested an extension for the filing of its results for the quarter ended
February 28, 2003, because it is reviewing certain revenue recognition policies.

The Company announced that Mercedes Walton, Chairman of the Board of Directors,
will assume additional responsibilities on an interim basis as Chairman and
Chief Executive Officer. This appointment will provide sufficient time for the
Board's Search Committee to identify a replacement for John Hargiss, former
President and CEO, who resigned on April 8, 2003.

Ms. Walton has served as Director on the Cryo-Cell Board since October 2000 and
as Chairman since June 2002. She is currently CEO of Ralston Hill Consulting
LLC, a business development and strategic technology consulting practice. Ms.
Walton previously served for twenty-four years at AT&T where she was Vice
President of Corporate Strategy and Business Development and held numerous
executive positions in Business and Consumer Operations, Global Network
Operations, Engineering, Marketing & Sales and Product Management. She also
serves as a Director of Norstan, Inc. (NASDAQ: NRRD), a global leader in
e-business, convergence and communications technology solutions and services.
Ms. Walton has a B.A. from Smith College, and Masters degrees from Harvard
University and Massachusetts Institute of Technology.

The Board also announced the appointment of Beth Houghton who will serve, on an
interim basis, as Cryo-Cell's President and Chief Operating Officer. Ms.
Houghton currently serves as Chairman of the Board of Directors for Signature
Bank in St. Petersburg, Florida. In her prior role, Ms. Houghton was President
of Houghton Capital Partners LLC. She previously served for twelve years at All
Children's Health System, St. Petersburg, FL where she was Senior Vice
President, Chief Financial Officer and General Counsel.

Ms. Houghton is actively involved in civic and community affairs throughout
Tampa and St. Petersburg. Among many roles, she currently serves as Chairman of
the Hospital Board for H. Lee Moffitt Cancer Center and Research Institute and
as Capital Campaign Chair on the Board of Great Explorations Children's Museum.
Ms. Houghton previously served on the Board of Directors of the National
Association of Children's Hospitals and Related Institutions (NACHRI) and as a
member of their Healthcare Financial Requirements of Children's Council. She
earned a B.A. with honors from Newcomb College of Tulane University, an MBA with
highest honors in Accounting and Finance from Tulane University Graduate School
of Business and a JD with highest honors from Stetson College of Law. Ms.
Houghton is licensed to practice both law and public accounting in Florida.

"I'm excited to work with this Board in implementing their vision over the next
months to increase future shareholder value", said Ms. Houghton.

"Cryo-Cell is honored that Ms. Houghton has agreed to serve as President and
Chief Operating Officer during this pivotal transition. She is widely recognized
for her outstanding accomplishments and distinguished cross-functional executive
leadership", said Ms. Walton. "Ms. Houghton's proven success in strategic
healthcare planning, financial management and marketing will bring a renewed
focus on achieving profitability and innovation."

<PAGE>

[CRYO-CELL LETTERHEAD]

Ms. Houghton's interim appointment, along with the recently announced
accreditation of the Company by the American Association of Blood Banks (AABB),
the restructure of the Board of Directors and the March 15, 2003 appointment of
Ernst & Young, LLP as new independent auditors, are all major elements of
Cryo-Cell's broad- based strategic transformation. The Company intends to move
aggressively forward to rebuild shareholder value and investor confidence while
achieving its vision as the high-quality market leader of umbilical cord blood
stem cell preservation.

The Company further announced that it would be filing a Form 12b-25 extending
for up to five calendar days the time period in which to file its Form 10-QSB
for the period ended February 28, 2003. The Company is currently evaluating
certain revenue recognition accounting policies and determining whether or not
it will have to restate its financial statements for certain previous periods.
The Company is working diligently with the auditors in connection with the issue
to determine the impact. Additionally, in the event of such restatement, revenue
previously reported by the Company would be deferred. The issue, which the
Company may be seeking SEC guidance on, could further delay the filing of the
Form 10-QSB. If ultimately determined to be necessary, the restatements would
possibly reduce revenue and income up to $1.1 million in fiscal 2001 and up to
$400,000 in fiscal 2002. In addition, there could be a potential additional
cumulative liability of up to $5.1 million recorded. The resolution of this
issue would not impact the Company's cash position. The Company indicated it
would provide additional information as to the issue as soon as it becomes
available.

The Company's revenue for the three months ended February 28, 2003 is currently
expected to range between $1.5 million and $1.7 million, subject to resolution
of certain revenue recognition accounting policies. The resolution of this issue
would not impact the Company's cash for the period, but may result in the
deferral of a portion of storage fee revenue and revenue related to revenue
sharing agreements to subsequent periods. The consolidated net loss for the
fiscal first quarter is expected to range between ($600,000) and ($1.1 million).
The consolidated net income for the period ended February 28, 2002 was
previously reported as $46,642 and may be revised to a net loss of approximately
($25,000) to the extent any amendments to the Company's previously filed reports
are necessary. According to Mercedes Walton, "The Company is confident that its
recent organizational changes coupled with aggressive expense reduction efforts
will be positive steps in advancing our strategic transformation to achieve
profitability and rebuild shareholder value."

About Cryo-Cell International, Inc.
- -----------------------------------
Based in Clearwater, Florida, CRYO-CELL is the world's largest and fastest
growing U-CordTM stem cell banking firm, offering high-quality cord blood
preservation exclusively for the benefit of newborn babies and possibly other
members of their family. CRYO-CELL is accredited by the American Association of
Blood Banks (AABB).

CRYO-CELL is a publicly traded company. NASDAQ Symbol ... C C E L. Expectant
parents or healthcare professionals may call 1-800-STOR-CELL (1-800-786-7235) or
visit www.cryo-cell.com.

Forward Looking Statement

         Statements wherein the terms "believes", "intends", "projects" or
"expects" as used are intended to reflect "forward looking statements" of the
Company. The information contained herein is subject to various risks,
uncertainties and other factors that could cause actual results to differ
materially from the results anticipated in such forward looking statements or
paragraphs. Readers should carefully review the risk factors described in other
documents the Company files from time to time with the Securities and Exchange
Commission, including the most recent Annual Report on Form 10-KSB, Quarterly
Reports on Form 10-QSB and any Current Reports on Form 8-K filed by the Company.

                                      -end-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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