6-K 1 fresenius_6k.htm FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of April 2012

 

FRESENIUS MEDICAL CARE AG & Co. KGaA

(Translation of registrant’s name into English)

 

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F S           Form 40-F £ 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes £                     No S 

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82

 


 

 

On March 28, 2012 the Company published in the German electronic-Bundesanzeiger (Federal Gazette) the agenda and invitation for its 2012 Annual General Meeting (“AGM”) of Ordinary Shareholders. The agenda and invitation for the 2012 AGM have been posted on the Company’s web site, www.fmc-ag.com. The Company has also posted on its web site two reports referred to in the AGM invitation – the report of the Company’s Supervisory Board and the report of the Company’s general partner pursuant to § 289 ss. 4 and § 315 ss. 4 of the German Commercial Code.

 

On or about April 6, 2012 the Depositary for the Company’s ordinary share and preference share American Depositary Receipts (“ADRs”) will distribute to ADR holders (a) the AGM agenda and invitation, (b) a voting instruction card for ordinary share ADR holders and (c) the Report of the Company’s Supervisory Board. The materials distributed by the ADR Depositary also include certain additional information (the “Supplemental Information”) that the Company has agreed to distribute to its ADR holders pursuant to the Pooling Agreement among the Company, Fresenius Medical Care Management AG, the Company’s general partner, Fresenius SE & Co. KGaA and the Company’s independent directors designated in the Pooling Agreement. The Supplemental Information relates to (i) security ownership of certain beneficial owners of the Company; (ii) trading markets for the Company’s securities, (iii) directors and senior management of the Company; (iv) compensation of the Company’s management board and our supervisory board; (v) options to purchase the Company’s securities, and (vi) material transactions between the Company and its subsidiaries and directors, officers and controlling persons of the Company. The Company furnished copies of the AGM agenda and invitation, the reports described above, and the Supplemental Information with a Form 6-K on March 29, 2012. The Company is furnishing the voting instruction card with this report on Form 6-K.

 

The Company’s Annual Report on Form 20-F and the Company’s 2011 Annual Report have each been posted on the Company’s web site.

 

EXHIBITS

 

The following exhibit is being furnished with this Report:

 

Exhibit 99.1          Voting Instruction Card

 


 

 

SIGNATURES

 

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 thereunto duly authorized.

 

DATE: April 6, 2012

 

  Fresenius Medical Care AG & Co. KGaA,
  a partnership limited by shares, represented by:
   
  fresenius medical care management ag, its general partner
   
  By: /s/ Dr. Ben J. Lipps
    Name: Dr. Ben J. Lipps
    Title: Chief Executive Officer and
Chairman of the Management Board
of the General Partner
       
  By: /s/ Michael Brosnan
    Name: Michael Brosnan
    Title: Chief Financial Officer and
Member of the Management Board
of the General Partner