SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

LIFECELL CORPORATION

(Name of Subject Company (Issuer))

Leopard Acquisition Sub, Inc.

and

Kinetic Concepts, Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

531927101

(CUSIP Number of Class of Securities)

Stephen D. Seidel, Esq.

Sr. Vice President, General Counsel and Secretary

Kinetic Concepts, Inc.

8023 Vantage Drive

San Antonio, TX 78230

(210) 524-9000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Charles W. Mulaney, Jr., Esq.

Shilpi Gupta, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2300

Chicago, IL 60606

(312) 407-0700

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,868,966,910	$73,450.40

* Estimated for purposes of calculating the amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction value was calculated by multiplying the tender offer price of $51.00 per share by the number of shares of common stock, par value $0.001 per share, of LifeCell Corporation (“Shares”) outstanding on a fully diluted basis to be acquired in the tender offer as of April 7, 2008, based upon representations by LifeCell Corporation in the Agreement and Plan of Merger dated as of April 7, 2008 (the “Merger Agreement”), among LifeCell Corporation, Kinetic Concepts, Inc. and Leopard Acquisition Sub, Inc., consisting of (a) 34,203,446 Shares issued and outstanding, (b) 2,101,510 Shares subject to outstanding LifeCell stock options and (c) 341,454 Shares subject to outstanding LifeCell restricted stock unit awards.

** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by .00003930.

þ Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $73,450.40	Filing Party: Kinetic Concepts, Inc and Leopard Acquisition Sub, Inc.
Form or Registration No.: Schedule TO	Date Filed: April 21, 2008

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission on April 21, 2008 and as amended and supplemented on April 21, 2008, April 30, 2008 and May 12, 2008 by Kinetic Concepts, Inc., a Texas corporation (“KCI”), and Leopard Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of KCI (“Purchaser”). The Schedule TO relates to the Purchaser’s tender offer for all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of LifeCell Corporation, a Delaware corporation (“LifeCell”), for $51.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 21, 2008, as amended (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), which were filed as exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO.

Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO.

The items of the Schedule TO (as previously amended) set forth below are hereby amended and supplemented as follows:

Item 11. Additional Information.

Item 11 of the Schedule TO (as previously amended) is hereby amended and supplemented by adding the following text hereto:

“The initial period of the Offer expired at 12:00 midnight, New York City time, on Friday, May 16, 2008. All of the conditions to the Offer have been satisfied. Accordingly, on May 19, 2008, Purchaser accepted for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer (including all Shares properly delivered through notices of guaranteed delivery), and payment for such Shares will be made promptly, in accordance with the terms of the Offer. The Depositary for the Offer has advised KCI and Purchaser that, as of the expiration of the Offer, a total of approximately 31.25 million Shares were validly tendered to Purchaser and not withdrawn (including approximately 6.2 million Shares delivered through notices of guaranteed delivery), representing approximately 91.3% of the Shares outstanding. Shares tendered through notices of guaranteed delivery are required to be delivered to Purchaser by Wednesday, May 21, 2008.

On May 19, 2008, KCI announced in a press release that Purchaser has commenced a subsequent offering period to acquire all remaining untendered Shares. The subsequent offering period is scheduled to expire at 6:00 p.m., New York City time, on Friday, May 23, 2008, unless further extended. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will promptly receive the same $51.00 per Share cash consideration, without interest, paid during the initial offering period of the Offer. Purchaser will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. Shares tendered during the subsequent offering period may not be withdrawn. KCI and Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law. The full text of the press release issued by KCI is attached hereto as Exhibit (a)(1)(M) and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

“(a)(1)(M)         Press release issued by KCI, dated May 19, 2008”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

KINETIC CONCEPTS, INC.
By:	/s/ Stephen D. Seidel
Name:	Stephen D. Seidel
Title:	Sr. Vice President, General Counsel and Secretary

LEOPARD ACQUISITION SUB, INC.
By:	/s/ Stephen D. Seidel
Name:	Stephen D. Seidel
Title:	Vice President, Secretary

Dated: May 19, 2008

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EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated April 21, 2008
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(D)	Form of Notice of Guaranteed Delivery
(a)(1)(E)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(G)	Letter from KCI to participants in The LifeCell Corporation Employee Stock Purchase Plan
(a)(1)(H)	Text of joint press release issued by KCI and LifeCell, dated April 7, 2008 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by KCI with the Securities and Exchange Commission on April 7, 2008)
(a)(1)(I)	KCI Investor Presentation dated April 7, 2008 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by KCI and Purchaser with the Securities and Exchange Commission on April 7, 2008)
(a)(1)(J)	KCI Investor Call Transcript dated April 7, 2008 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by KCI and Purchaser with the Securities and Exchange Commission on April 8, 2008)
(a)(1)(K)	Form of summary advertisement, published April 21, 2008
(a)(1)(L)	Press Release issued by KCI, dated April 21, 2008
(a)(1)(M)	Press Release issued by KCI, dated May 19, 2008
(b)(1)	Debt Commitment Letter dated April 7, 2008, by and among KCI, Bank of America, N.A., Banc of America Securities LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by KCI with the Securities and Exchange Commission on April 7, 2008
(d)(1)	Agreement and Plan of Merger dated as of April 7, 2008, by and among KCI, Purchaser and LifeCell (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by KCI with the Securities and Exchange Commission on April 7, 2008)
(d)(2)	Confidentiality Letter Agreement dated February 4, 2008, between LifeCell and KCI
(g)	Not applicable
(h)	Not applicable

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EX-99.A.1.M

Exhibit (a)(1)(M)

KINETIC CONCEPTS, INC. COMPLETES INITIAL TENDER OFFER

FOR SHARES OF LIFECELL CORPORATION

More than 91% of LifeCell common stock tendered; subsequent offering period announced

San Antonio, TX – May 19, 2008 – Kinetic Concepts, Inc. (NYSE: KCI) announced today that it has completed its initial tender offer for the outstanding shares of common stock of LifeCell Corporation (NASDAQ: LIFC). More than 91% of the outstanding shares of common stock of LifeCell have been tendered, making LifeCell a majority owned subsidiary of KCI.

The initial offering period for the tender offer expired at 12:00 midnight, New York City time, on Friday, May 16, 2008, with a total of approximately 31.25 million LifeCell shares being validly tendered in the offer and not withdrawn (including approximately 6.2 million shares delivered through notices of guaranteed delivery), representing approximately 91.3% of the outstanding shares of common stock of LifeCell. Shares tendered through notices of guaranteed delivery are required to be delivered to KCI by Wednesday, May 21, 2008. KCI, through its wholly-owned subsidiary Leopard Acquisition Sub, Inc. (“Purchaser”), has accepted for purchase all shares that were validly tendered and not withdrawn during the offer.

Subsequent offering period and merger

KCI and Purchaser also announced that Purchaser has commenced a subsequent offering period which will expire at 5:00 p.m., New York City time, on Friday, May 23, 2008, unless extended. During this subsequent offering period, holders of shares of LifeCell common stock who did not previously tender their shares into the offer may do so and KCI and Purchaser will promptly purchase any shares so tendered at $51.00 per share, net to the seller in cash. No shares tendered in the tender offer may be withdrawn during the subsequent offering period.

After the expiration of the subsequent offering period KCI intends to acquire all of the remaining shares of LifeCell common stock by means of a merger. In the merger, each outstanding LifeCell share not tendered and purchased in the offer, if any (other than those as to which holders properly exercise appraisal rights, if any) will be converted into the right to receive the same $51.00 per share price, without interest and less any required withholding taxes, that was paid in the tender offer. As a result of the merger, LifeCell will become a wholly-owned subsidiary of KCI. Following the merger, LifeCell’s common stock will cease to be traded on the NASDAQ Global Market.

If KCI, through Purchaser, owns at least 90% of the outstanding shares of LifeCell common stock after the subsequent offering period, the merger will be implemented on an expedited basis without a vote or meeting of LifeCell stockholders pursuant to the short-form merger procedure available under Delaware law.

About Kinetic Concepts, Inc.

KCI is a global medical technology company with leadership positions in advanced wound care and therapeutic support systems. We design, manufacture, market and service a wide range of

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proprietary products that can improve clinical outcomes and can help reduce the overall cost of patient care. Our advanced wound care systems incorporate our proprietary Vacuum Assisted Closure(R), or V.A.C.(R) Therapy technology, which has been demonstrated clinically to promote wound healing through unique mechanisms of action and can help reduce the cost of treating patients with serious wounds. Our therapeutic support systems, including specialty hospital beds, mattress replacement systems and overlays, are designed to address pulmonary complications associated with immobility, to reduce skin breakdown and assist caregivers in the safe and dignified handling of obese patients. We have an infrastructure designed to meet the specific needs of medical professionals and patients across all healthcare settings, including acute care hospitals, extended care organizations and patients’ homes, in 19 countries in the United States and abroad. For more information, visit our web site at www.kci1.com.

Securities Law Disclosure

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement and related materials. LifeCell’s stockholders are advised to read the tender offer statement and related materials, as filed by Kinetic Concepts, Inc. with the U.S. Securities and Exchange Commission (the “SEC”). The tender offer statement (including the Offer to Purchase, letter of transmittal and related tender offer documents) filed by Kinetic Concepts, Inc. with the SEC and the solicitation/ recommendation statement with respect to the offer on Schedule 14D-9 filed by LifeCell with the SEC contain important information which should be read carefully before any decision is made with respect to the tender offer.

Forward Looking Information

This communication contains forward-looking statements, which may be identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Such forward-looking statements include, but are not limited to, statements about KCI’s ability to implement its strategic and business initiatives, including its proposed acquisition of LifeCell Corporation, financial expectations and intentions and other statements that are not historical facts. Additional risks and factors are identified in KCI’s filings with the U.S. Securities Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ending December 31, 2007 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which are available on the SEC’s website at http://www.sec.gov. KCI undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:

Kinetic Concepts, Inc.

Media Relations:

Kristie Madara, 210-255-6232

kristie.madara@kci1.com

or

Investor Relations:

Rich Cockrell, 210-255-6331

rich.cockrell@kci1.com

SOURCE:

Kinetic Concepts, Inc.

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