Registration No. 333-115254
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kinetic Concepts, Inc.
(Exact name of registrant as specified in its charter)
Texas | 74-1891727 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
8023 Vantage Drive
San Antonio, Texas 78230
(210) 524-9000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Kinetic Concepts, Inc. Management Equity Plan
(Full title of the Plan)
John T. Bibb
Senior Vice President and General Counsel
Kinetic Concepts, Inc.
8023 Vantage Drive
San Antonio, Texas 78230
(210) 524-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2, filed by Kinetic Concepts, Inc., a Texas corporation (the Registrant), relates to Registration Statement 333-115254 filed by the Registrant with the Securities and Exchange Commission on May 7, 2004 registering 10,667,734 shares of common stock, par value $0.001 per share (Common Stock), of the Registrant relating to the Kinetic Concepts, Inc. Management Equity Plan (the Registration Statement) (note that the preceding share number listed does not take into account corporate actions, such as stock splits, taken in the interim).
Effective as of November 4, 2011 (the Effective Time), pursuant to the Agreement and Plan of Merger, dated July 12, 2011, among Chiron Holdings, Inc., a Delaware corporation (Parent), Chiron Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Parent (Merger Sub), and the Registrant, Merger Sub merged with and into the Registrant (the Merger), with the Registrant surviving the Merger as the continuing corporation. In connection with the Merger, all issued and outstanding Common Stock, other than certain excluded shares, converted into the right to receive cash. As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Time, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on the 18th day of November 2011.
KINETIC CONCEPTS, INC. | ||
By: | /s/ John T. Bibb | |
Name: John T. Bibb | ||
Title: Senior Vice President and General Counsel |
Note: no other person is required to sign this post-effective amendment to the Registration Statement on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.