-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mps1lK1DM7qCz6x/vJhBXj4C2vq375cmm0qWyny9MV9QlgnhyHMnEW1g4pmIZnG6 rhbiLoCVCZ/0Y6lMBN+vOQ== 0000950172-05-000406.txt : 20050208 0000950172-05-000406.hdr.sgml : 20050208 20050208151028 ACCESSION NUMBER: 0000950172-05-000406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050208 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINETIC CONCEPTS INC /TX/ CENTRAL INDEX KEY: 0000831967 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 741891727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09913 FILM NUMBER: 05583731 BUSINESS ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 210.524.9000 MAIL ADDRESS: STREET 1: P0 B0X 659508 CITY: SAN ANTONIO STATE: TX ZIP: 78265-9508 8-K 1 pal167085.txt FORM 8-K UNITED STATES 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): February 8, 2005 Kinetic Concepts, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 - ---------------------------- ------------------------ -------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 8023 Vantage Drive San Antonio, Texas 78230 - ---------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (210) 524-9000 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On February 8, 2005, the Board of Directors of Kinetic Concepts, Inc. appointed Ronald W. Dollens to serve as Chairman of the Board and accepted the resignations of directors Robert Jaunich II, the former Chairman, and James T. Farrell. A press release announcing the changes to the Board of Directors is attached as Exhibit 99.1 to this report. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release issued by Kinetic Concepts, Inc., dated February 8, 2005. 2 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 hereunto duly authorized. KINETIC CONCEPTS, INC. (REGISTRANT) Date: February 8, 2005 By: /s/ Martin J. Landon -------------------------------- Name: Martin J. Landon Title: Vice President, Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release issued by Kinetic Concepts, Inc., dated February 8, 2005. 4 EX-99 2 kci-ex99_1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 PRESS RELEASE Contact: Martin J. Landon (210) 255-6494 Elliot Sloane - Media Sloane & Company (212) 446-1860 KINETIC CONCEPTS, INC. ANNOUNCES ELECTION OF NEW CHAIRMAN San Antonio, Texas, February 8, 2005 -- Kinetic Concepts, Inc. (NYSE:KCI), today announced that the board of directors has elected Ronald W. Dollens to serve as Chairman of the Board. Mr. Dollens has served as a director of KCI since 2000. "We could not be more pleased that Ron has been elected to serve as Chairman of the Board. He is a seasoned healthcare professional who brings vast experience to the Chairmanship. We look forward to KCI's future under his leadership," said Dennert O. Ware, President and Chief Executive Officer of KCI. Mr. Dollens is President, Chief Executive Officer and a director of Guidant Corporation, a corporation that pioneers lifesaving technology for millions of cardiac and vascular patients worldwide. He has served in that capacity since 1994. Mr. Dollens also held the position of President and Chief Executive Officer of Guidant's subsidiary, Advanced Cardiovascular Systems, Inc. Previously, he served as President of Eli Lilly and Company's Medical Devices and Diagnostics Division from 1991 until 1994. Mr. Dollens currently serves on the boards of Beckman Coulter, Inc., the Advanced Medical Technology Association, the Eiteljorg Museum, the Indiana Health Industry Forum, Alliance for Aging Research and Butler University. Mr. Dollens became a director of KCI in 2000 and he currently serves as chairman of the KCI compensation committee. His current term expires at the KCI annual shareholder meeting to be held in 2007. "I am looking forward to the opportunity to continue serving KCI, its people and all of its stakeholders as Chairman of the Board," said Mr. Dollens. KCI also announced that two of its current board members, Robert Jaunich II, and James T. Farrell, resigned from the Board. Messrs. Jaunich and Farrell are both managing partners of Fremont Partners, which, together with its affiliates, has been a major shareholder in KCI since the company went private in 1997. Over the last eighteen months, Fremont's ownership in the company has decreased from approximately 40% of outstanding shares, to approximately 6% as of February 7, 2005. "With completion of KCI's transition to a stand-alone public company and with a strong operating board of directors, KCI thanks Fremont Partners for its contributions and wishes Fremont Partners well in its future endeavors," remarked Mr. Ware. "It has been our distinct pleasure to serve on the Board of Directors and to be a part of the KCI success story since taking the company private in 1997. We have decided to step down from the Board of Directors in order to have more time to handle the affairs of Fremont Partners, its affiliates and other portfolio companies," said Mr. Jaunich. Kinetic Concepts, Inc. is a global medical technology company with leadership positions in advanced wound care and therapeutic surfaces. The Company designs, manufactures, markets and services a wide range of proprietary products that can significantly improve clinical outcomes while reducing the overall cost of patient care by accelerating the healing process or preventing complications. The Company's advanced wound care systems incorporate our proprietary Vacuum Assisted Closure(R), or V.A.C.(R), technology, which has been clinically demonstrated to promote wound healing and reduce the cost of treating patients with serious wounds. The Company's therapeutic surfaces, including specialty hospital beds, mattress replacement systems and overlays, are designed to address complications associated with immobility and obesity, such as pressure sores and pneumonia. The Company has an infrastructure designed to meet the specific needs of medical professionals and patients across all health care settings including acute care hospitals, extended care facilities and patients' homes both in the United States and abroad. 2 -----END PRIVACY-ENHANCED MESSAGE-----