-----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, RnPnDaEjY3JXyI7+dfL7vaUy6IiHBPzs+79gDgHu0Pl5XN47aSmZ7j25S/CGX07R UJDwFXLAey9KrD0O51JKfQ== 0001104659-08-025463.txt : 20080421 0001104659-08-025463.hdr.sgml : 20080421 20080421094408 ACCESSION NUMBER: 0001104659-08-025463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080421 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080421 DATE AS OF CHANGE: 20080421 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: 1220 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09913 FILM NUMBER: 08765794 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 a08-12027_18k.htm 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): April 21, 2008

 

KINETIC CONCEPTS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

TEXAS

 

001-09913

 

74-1891727

(State or Other
Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
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

 

No change since last report

(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 obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 8.01.      Other Events

 

On April 7, 2008, Kinetic Concepts, Inc. (“KCI”) announced the execution of the Merger Agreement, dated April 7, 2008, by and among KCI, Leopard Acquisition Sub, Inc., a wholly-owned subsidiary of KCI (“Purchaser”) and LifeCell Corporation (“LifeCell”) relating to KCI’s proposed acquisition of LifeCell.  On April 14, 2008, a purported stockholders class action complaint was filed by a stockholder of LifeCell in the Chancery Division of the Superior Court of New Jersey in Somerset County, naming LifeCell, its directors and KCI as defendants.

 

The complaint alleges causes of action against the defendants for breach of fiduciary duties in connection with KCI’s proposed acquisition of LifeCell and seeks relief including, among other things, (i) preliminary and permanent injunctions prohibiting consummation of the tender offer by Purchaser for LifeCell’s common stock and the contemplated merger of Purchaser with and into LifeCell and (ii) payment of the plaintiff’s costs and expenses, including attorneys’ and experts’ fees.  The lawsuit is in its preliminary stage.  KCI believes that the lawsuit is without merit and intends to defend vigorously against it.

 

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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.

 

 

 

KINETIC CONCEPTS, INC.

 

 

 

By:

/s/ Martin J. Landon

 

Name:

Martin J. Landon

 

Title:

Sr. Vice President and Chief Financial Officer

 

 

Dated: April 21, 2008

 

 

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