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): November 2, 2011

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)	(IRS Employer Identification No.)
8023 Vantage Drive San Antonio, Texas	78230	(210) 524-9000
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

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 obligation 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 1.01. Entry into a Material Definitive Agreement.

On November 3, 2011, Kinetic Concepts, Inc. (the “Company”) announced that Catherine M. Burzik, President and Chief Executive Officer of the Company, had reached an agreement with representatives of investment funds advised by Apax Partners, together with controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board to continue serving as President and CEO of the Company through June 2012.

Under the terms of the transition agreement, Ms. Burzik has agreed, among other things, to serve as CEO of the Company and LifeCell Corporation through June 30, 2012, in exchange for compensation of $350,000 per month.

The foregoing description of the terms of the transition arrangement does not purport to be complete and is qualified in its entirety by reference to the transition arrangement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 3, 2011, the Company filed the press release attached to this report as Exhibit 99.1, which is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information included under this Item, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 10.1	Transition Arrangement by and between Catherine M. Burzik and Buddy Gumina, on behalf of Chiron Guernsey Holdings L.P., Inc., Chiron Guernsey Holdings L.P. Inc., Chiron Topco, Inc., Chiron Holdings, Inc. and Chiron Merger Sub, Inc., dated November 2, 2011
Exhibit 99.1	Press Release of Kinetic Concepts, Inc., dated November 3, 2011

Cautionary Statement Regarding Forward-Looking Statements

This filing 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

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difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors that could cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the merger due to the failure to satisfy the conditions to the merger; (3) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the merger; (4) the ability to recognize the benefits of the merger; (5) legislative, regulatory and economic developments; and (6) other factors described in the Company’s filings with the SEC. Many of the factors that will determine the outcome of the subject matter of this filing are beyond the Company’s and the Apax consortium’s ability to control or predict. The Company can give no assurance that the conditions to the merger will be satisfied. Except as required by law, the Company 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. The Company is not responsible for updating the information contained in this filing beyond the published date, or for changes made to this filing by wire services or Internet service providers.

* * * * *

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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. (Registrant)
Date: November 3, 2011
	By:	/s/ Martin J. Landon
	Name: Martin J. Landon
	Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	Transition Arrangement by and between Catherine M. Burzik and Buddy Gumina, on behalf of Chiron Guernsey Holdings L.P., Inc., Chiron Guernsey Holdings L.P. Inc., Chiron Topco, Inc., Chiron Holdings, Inc. and Chiron Merger Sub, Inc., dated November 2, 2011
Exhibit 99.1	Press Release of Kinetic Concepts, Inc., dated November 3, 2011

EX-10.1

Exhibit 10.1

November 2, 2011

Ms. Catherine Burzik

c/o Kinetic Concepts, Inc.

8023 Vantage Drive

San Antonio, Texas 78230

Re: Confirmation of Transition Arrangements

Dear Cathy:

This letter agreement confirms our latest discussions of your employment arrangements as Chief Executive Officer of Kinetic Concepts, Inc. (“KCI”) effective at the closing, scheduled for November 4, 2011, pursuant to the Agreement and Plan of Merger dated July 12, 2011 (the “Merger Agreement”) whereby Chiron Merger Sub, Inc. will merge with and into KCI (“Closing”). I am authorized to act for Chiron Guernsey Holdings L.P., Inc. (by virtue of being the President of its general partner, Chiron Holdings GP, Inc.), Chiron Guernsey L.P., Inc. (by virtue of being a director of its general partner, Chiron Guernsey GP Co. Limited), Chiron Topco, Inc., Chiron Holdings, Inc. and Chiron Merger Sub, Inc. prior to Closing and, following the Closing, Chiron Guernsey Holdings L.P. Inc. (by virtue of being the President of its general partner, Chiron Holdings GP, Inc.) (sometimes collectively referred to below as “we” or the “Board”). Following Closing, there will be a transition period continuing until June 30, 2012 during which you will be the Chief Executive Officer of KCI and LifeCell Corporation as provided below (“Transition Period”). During the Transition Period, we will actively recruit your successor so as to provide for an orderly transition of your duties and responsibilities.

During the Transition Period:

• You will serve as a member of the Board of Chiron Holdings GP, Inc.

• You will serve as the Chief Executive Officer of KCI and LifeCell Corporation (those positions are collectively referred to below as “CEO” and those companies sometimes are collectively referred to as the “Company”).

• As CEO, you will report to the Board of Directors of Chiron Holdings GP, Inc. or other applicable senior-most governing board of KCI, LifeCell Corporation and their parent companies.

• As CEO, you will remain the senior-most officer of the Company and its subsidiaries, with all employees of the Company and their respective subsidiaries reporting directly or indirectly to you.

• As CEO, you will have the full authority and responsibility for the management, operation and overall conduct of the business of the Company, including, without

Ms. Catherine Burzik

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limitation, the full authority to hire and fire employees; provided that (i) your hiring or firing of employees who are participants in the Chiron Guernsey Holdings L.P. Inc. Equity Incentive Plan or who have targeted annual compensation in excess of $500,000 per year, will be subject to approval of the Board and (ii) the Board shall reserve the right to hire or fire employees at the Executive Committee level in its discretion. Subject to the foregoing, you will continue to enjoy the same breadth and scope of duties, authorities and responsibilities of your position after Closing as you held as Chief Executive Officer of KCI prior to Closing.

“Executive Committee” shall mean the positions of Chief Executive Officer of the Company, President of Lifecell Corporation, Chief Financial Officer the Company, President of the Active Healing Solutions division of KCI, General Counsel of the Company, Head of Human Resources of the Company and the President of Therapeutic Support Systems.

During the Transition Period, you will be compensated at a gross monthly rate of $350,000, payable in cash in accordance with KCI’s regular payroll practices for its officers (the “Transition Period Compensation”). In the event that the Company terminates your employment at any time prior to February 5, 2012, the Company will continue to pay such Transition Period Compensation to you as if your employment had continued until such date. During the Transition Period, you will be entitled to continue to participate in all employee retirement and welfare benefit and perquisite plans and programs on the same basis as other senior officers of the Company. Any such amount payable to you under this paragraph will be payable to the representative of your estate in the event of your death following such a termination in which you become entitled to such payments. You will not participate in the Company’s long-term equity incentive program or any other equity incentive programs.

In connection with the above acquisition of KCI, we confirm that, as of Closing, you are unconditionally entitled to “Change in Control Good Reason” separation payments and benefits under your October 16, 2006 employment agreement (as amended December 22, 2008) (“Employment Agreement”) as of the date your employment with the Company terminates in accordance with Internal Revenue Code Section 409A (the “Termination Date”), which payments and benefits are listed below and which you acknowledge will be in full satisfaction of all obligations and amounts owing to you by the Company and its affiliates, whether under the Employment Agreement or otherwise:

(i) a lump sum severance payment in an aggregate amount (initially representing 3 times the sum of your current base salary and target annual bonus) held in the Trust (defined below), net of income and losses, as provided below, payable to you on the date that is one day after the date that is six months after the date of the Termination Date, or if earlier, upon the date of your death following the Termination Date (the “Payment Date”);

(ii) a pro-rated payment of your incentive bonus based upon the length of your employment in 2011 through and including the Closing and based upon actual performance (for which purpose you will be deemed to have achieved all individual performance objectives) and

Ms. Catherine Burzik

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which will be paid to you when bonuses for the fiscal year ending December 31, 2011 are paid to other senior executives of KCI;

(iii) if you timely elect COBRA premiums (i.e., the COBRA premiums you would have to pay to continue the medical, dental, and/or vision coverage you had immediately prior to the Termination Date), the Company will pay your COBRA premiums for up to a total maximum of 18 months, except that your COBRA premium reimbursement will cease if you become eligible for comparable coverage from a future employer during the 18 month period following my Termination Date; and

(iv) (a) your accrued and unpaid base salary and accrued and unused vacation time through the Termination Date, payable by the next payroll date ending after the Termination Date, (b) your unreimbursed business expenses incurred through the Termination Date and payable in accordance with such policies and procedures as are applicable to senior executives of KCI and (c) all accrued, vested and unpaid benefits under all employee benefit plans in which you are a participant immediately prior to the Termination Date, payable in accordance with the terms of such plans.

You understand and we agree that, except with respect to the COBRA premiums as described above, you will not be obligated to mitigate your severance and no amounts payable to you hereunder will be reduced as a result of your subsequent employment or self-employment.

As a result, as soon as is practicable (but not later than 15 days) after Closing, the Company will establish a “rabbi” trust on terms that are consistent with this letter agreement, reasonably acceptable to you and satisfying the requirements of Internal Revenue Procedure 92-64 and immediately thereupon deposit with the trustee a trust principal in cash in the amount of $5,638,500 (the “Trust”). The trustee of the Trust (the “Trustee”) will be the Northern Trust Bank and Trust (Illinois) or such other similar institutional trustee as may be reasonably selected by you. The Company will pay all fees and expenses required to establish the Trust and all trust administration fees and expenses for the Trust and, to the extent not paid timely, will promptly pay you all such amounts deducted by the Trustee towards such fees and expenses. The principal of the Trust, will be invested as you direct. The total amount then held in the Trust will be unconditionally payable to you without any direction from the Company or you, in a single sum, on the Payment Date (subject to prior notice from the Company or you to the Trustee of the Termination Date), and the Trust agreement will so provide. The Trust agreement will provide that the Trustee will be responsible for any withholding taxes due with respect to such payment.

Your long-term incentive awards outstanding immediately prior to Closing will have fully vested, stock awards paid and stock options exercised (or cancelled and paid) at Closing and therefore no further amount will be due you under those awards when your employment terminates. Consequently, for the avoidance of doubt, you agree that you will have no further rights with respect to any outstanding or previously outstanding equity awards or equity securities of the Company or its affiliates other than the payment to you of the unpaid portion, if any, of cash consideration with respect thereto pursuant to the terms of the Merger Agreement.

Ms. Catherine Burzik

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The Company will pay your professional expenses up to a maximum amount of $75,000 (and any taxes, grossed up, respecting such payment) incurred to advise you, negotiate and prepare all agreements in connection with these transition arrangements. In the event of any dispute regarding this letter agreement or related matters, the Company will promptly advance to you, upon your request, all attorneys fees and other litigation costs incurred in connection with such dispute, subject to your written undertaking to refund all such amounts in the event that a final determination is entered in such dispute finding that each of your material positions in such dispute was frivolous.

You are also entitled to a Section 280G “golden parachute” tax reimbursement gross-up payment (or payments) as set forth in your Employment Agreement under the caption “Benefits Upon a Change in Control” (the provisions of which are hereby incorporated by reference) and which shall continue to be payable to you as set forth therein (the “Gross-Up Payment”). The Gross-Up Payment will also apply to any payments under this letter agreement that are determined to be “parachute payments” under Section 280G. For the avoidance of doubt, you will be entitled to the Gross-Up Payment even if you die or terminate employment due to disability during the post-Closing transition period.

You will continue to be bound by all of the terms of the restrictive covenants in each of the Nondisclosure and Non-Competition Agreements agreed to between you and KCI, which were attached to and incorporated by reference into the four nonqualified stock option agreements, dated effective as of February 23, 2011, February 23, 210, February 23, 2009 and February 20, 2009 and the two restricted stock unit award agreements, dated as of February 23, 3011 and February 23, 2010, including, without limitation, the non-competition, non-solicitation and confidentiality provisions of Sections 1-3 of each document thereto.

During the Transition Period (and thereafter as applies), you will continue to be indemnified and held harmless, and insured under a contract of directors and officers liability insurance, to the same extent as applied prior to Closing.

This letter agreement will be effective immediately upon Closing and will be void if the pending acquisition is terminated prior to Closing. Any claim or controversy arising out of or relating to this letter agreement shall be submitted to final and binding arbitration in Bexar County, Texas according to the procedures set out in KCI’s Arbitration Policy, and this letter agreement shall be governed by the laws of the State of Texas, without regard to conflicts of laws rules.

If you concur in the above arrangements, please signify your agreement below and return one signed copy of this letter agreement to me by November 4, 2011.

We are honored to have you continue to lead KCI during the Transition Period and congratulate you and your team for its successes in bringing the acquisition to a successful Closing. This letter agreement constitutes the entire agreement between you and us regarding the subject matter hereof and may be executed in counterparts, each of which shall constitute an original and which together shall constitute a single instrument.

Ms. Catherine Burzik

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/s/ Buddy Gumina

Mr. Buddy Gumina, on behalf of Chiron Guernsey Holdings L.P., Inc. (as President of its general partner, Chiron Holdings GP Inc.), Chiron Guernsey Holdings L.P. Inc. (as director of its general partner, Chiron Guernsey GP Co. Limited), Chiron Topco, Inc. (as President), Chiron Holdings, Inc. (as President) and Chiron Merger Sub, Inc. (as President) and, following the Closing, Guernsey Holdings L.P., Inc. (as President of its general partner, Chiron Holdings GP. Inc.)

Accepted and agreed:

/s/ Catherine Burzik

Catherine Burzik

EX-99.1

Exhibit 99.1

For more information, contact:

Kevin Belgrade

KCI Corporate Communications

Office: 210-216-1236

Email: kevin.belgrade@kci1.com

Todd Wyatt

KCI Investor Relations

Office: 210-255-6157

Email: todd.wyatt@kci1.com

KCI AND CONSORTIUM LED BY APAX PARTNERS

ANNOUNCE COMPLETION OF EXECUTIVE MANAGEMENT DISCUSSIONS

San Antonio, Texas – November 3, 2011 - Kinetic Concepts, Inc. (NYSE: KCI) and a consortium comprised of investment funds advised by Apax Partners and controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board today announced the completion of discussions regarding a retention and compensation program for KCI executive management following the contemplated merger transaction.

In connection with these discussions, Catherine M. Burzik has agreed to continue serving as President, CEO and Director through June 30, 2012. Ms. Burzik plans to transition her responsibilities to new leadership during 2012 before moving on to future opportunities. The terms of the program with other members of senior management include significant co-investment as well as long-term incentives.

“We are happy to have developed a new program to support the continuity of an experienced and highly effective management team,” said Buddy Gumina, partner and co-head of the Apax Healthcare Team. “We look forward to partnering with management to continue a history of success and pursue new growth opportunities at KCI.”

“I look forward to delivering strong business performance to wrap up 2011, and leading KCI into 2012 – a year in which we will build on the great success that our company has enjoyed,” said Ms. Burzik.

“Our executive management team is pleased to have this excellent opportunity to co-invest and participate meaningfully in KCI’s bright future,” said Martin J. Landon, Executive Vice President and CFO of KCI. “Our history of innovation and strong cash flows combined with the business acumen and shared vision of the financial sponsors will help us to build on leadership positions across our business units and around the world.”

The transaction involving the merger of KCI with Chiron Merger Sub, Inc. is planned to close on November 4, 2011.

About KCI

Kinetic Concepts, Inc. (NYSE:KCI) is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products for the wound care, tissue regeneration and therapeutic support system markets. Headquartered in San Antonio, Texas, KCI’s success spans more than three decades and can be traced to a history deeply rooted in innovation and a passion for significantly improving the healing and the lives of patients around the world. The company employs approximately 7,100 people and markets its products in more than 20 countries. For more information about KCI and how its products are changing the practice of medicine, visit www.KCI1.com.

About Apax Partners

Apax Partners is one of the world’s leading private equity investment groups. It operates across the United States, Europe and Asia and has more than 30 years of investing experience. Funds under the advice of Apax Partners total over $40 billion around the world. These Funds provide long-term equity financing to build and strengthen world-class companies. Apax Partners Funds invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services. For more information about Apax Partners, please visit www.apax.com.

About Canada Pension Plan Investment Board

Canada Pension Plan Investment Board (“CPPIB”) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (“CPP”) to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At June 30, 2011, the CPP Fund totaled C$153.2 billion. For more information about CPPIB, please visit www.cppib.ca.

About PSP Investments

The Public Sector Pension Investment Board (PSP Investments) is a Canadian Crown corporation established to manage investments for the pension funds of the Public Service, the Canadian Forces, the Royal Canadian Mounted Police and the Reserve Force. PSP Investments manages a diversified global portfolio including stocks, bonds and other fixed-income securities, and investments in Private Equity, Real Estate, Infrastructure and Renewable Resources. As at March 31, 2011, assets under management totalled over $58 billion. For more information about PSP Investments, visit www.investpsp.ca.

Forward-Looking Statements

This press release may contain “forward-looking statements.” These forward-looking statements are only predictions, not historical facts, and involve significant risks and uncertainties, as well as assumptions and are not guarantees of future performance. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements include, without limitation, statements regarding the consummation of acquisition and merger, the amount and timing of co-investments by senior management and the intent of any parties about future actions. Actual results, levels of activity, performance, achievements and events could differ materially from those currently stated, anticipated or implied due to a number of risks and uncertainties. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, including under headings such as “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other filings and furnishings made by the Company with the SEC from time to time. Except to the extent required by applicable federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.