-----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, GG0ruRmPcthQWtl//Anih9IaYQeS/MBeg/ZwcAF2Y4e1Vw5xq8kTFqExZAaokl+e JL0GN/+ZgXrMfR8lUGEZnw== 0001341004-05-000010.txt : 20051012 0001341004-05-000010.hdr.sgml : 20051012 20051012133757 ACCESSION NUMBER: 0001341004-05-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051003 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051012 DATE AS OF CHANGE: 20051012 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: 051134554 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 pal185862.txt FORM 8-K AND EX. 99.1 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): October 3, 2005 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 - ------------------------ ----------------------- ----------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 8023 Vantage Driv San Antonio, Texas 78230 - ----------------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (210) 524-9000 (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 1.01. Entry into a Material Definitive Agreement. On October 3, 2005, Kinetic Concepts, Inc. ("KCI" or the "Company") announced the appointment of Mark B. Carbeau to the position of President of KCI USA. According to the terms of his offer letter dated September 14, 2005, Mr. Carbeau's employment as President of KCI USA commences on October 3, 2005, and he is entitled to receive a base salary of $27,083 per month. Mr. Carbeau is also eligible for an annual incentive bonus with a target equal to 40% of annual base salary. In lieu of a bonus for 2005, Mr. Carbeau is guaranteed a payment of $65,000. The offer letter also provides that Mr. Carbeau receive 35,000 shares of non-qualified stock options and 11,000 shares of restricted stock, both of which are subject to vesting. Further, if Mr. Carbeau's employment is terminated by the Company at any time other than for cause, he is entitled to a severance payment equal to one years' base salary, and he may be entitled to a pro-rated payment of an incentive bonus. KCI also announced on October 3, 2005, the appointment of Christopher M. Cashman to the position of President of Therapeutic Surfaces. According to the terms of his offer letter dated September 19, 2005, Mr. Cashman's employment as President of Therapeutic Surfaces commences on October 3, 2005, and he is entitled to receive a base salary of $25,000 per month. Mr. Cashman is also eligible for an annual incentive bonus with a target equal to 40% of annual base salary. In lieu of a bonus for 2005, Mr. Cashman is guaranteed a payment of $60,000. The offer letter also provides that Mr. Cashman receive 32,500 shares of non-qualified stock options and 10,000 shares of restricted stock, both of which are subject to vesting. Further, if Mr. Cashman's employment is terminated by the Company at any time other than for cause, he is entitled to a severance payment equal to one years' base salary, and he may be entitled to a pro-rated payment of an incentive bonus. The foregoing descriptions are qualified in their entirety by the terms of the offer letters, to be filed as exhibits to KCI's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 and incorporated herein by reference. A copy of the related press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by Kinetic Concepts Inc. on October 3, 2005. 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: October 11, 2005 By: /s/ Martin J. Landon ------------------------ Name: Martin J. Landon Title: Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by Kinetic Concepts Inc. on October 3, 2005. Exhibit 99.1 Contacts: Martin J. Landon - Investors KCI (210) 255-6494 Elliot Sloane - Media Sloane & Company (212) 446-1860 Kinetic Concepts, Inc. Announces Organizational Changes SAN ANTONIO--(BUSINESS WIRE)--Oct. 3, 2005--Kinetic Concepts, Inc. (NYSE:KCI) today announced that it will be making certain organizational changes to its US business structure in order to further strengthen its senior management capabilities and to provide increased focus on each of its V.A.C.(R) and Therapeutic Surfaces businesses. In connection with the reorganization, Christopher M. Fashek, President of KCI USA since 1995, has been promoted to Vice Chairman. In this role, Mr. Fashek will continue to provide strategic guidance to the company and will serve a key role on the boards of KCI's international subsidiaries as well as on the board of KCI USA. Mark B. Carbeau will also be joining KCI as President of KCI USA and will be responsible for KCI's US V.A.C.(R) business. Mr. Carbeau has most recently served as Founder and Managing Director of CM Partners, a corporate development and strategy consulting firm in Boston. In that role, he led the successful turnaround and expansion of several healthcare organizations as interim Chief Executive Officer and Chief Operating Officer. He holds an MBA from the Wharton School and a BS in Industrial Engineering from Penn State University. In addition, Christopher M. Cashman will be joining KCI as President of Therapeutic Surfaces. In this role, Mr. Cashman will be responsible for KCI's US therapeutic surfaces business, and for guiding KCI's global therapeutic surfaces strategy. Mr. Cashman has most recently served as Chief Executive Officer of Snowden Pencer, a maker of specialty surgical instruments, which was sold to Cardinal Health in 2004. Mr. Cashman holds an MBA from Northwestern University's Kellogg Graduate School of Management and is a graduate of the United States Naval Academy. "We feel very positive about the changes in our organizational structure and about bringing on Mark Carbeau and Chris Cashman," said Dennert O. Ware, President and Chief Executive Officer of KCI. "Given our rapid growth, these additions allow us to increase our senior management capabilities, while ensuring that we have the appropriate focus on our different business lines." About KCI - --------- Kinetic Concepts, Inc. is a global medical technology company with leadership positions in advanced wound care and therapeutic surfaces. We design, manufacture, market and service a wide range of proprietary products that can improve clinical outcomes while helping to reduce the overall cost of patient care. Our advanced wound care systems incorporate our proprietary V.A.C.(R) technology, which has been clinically demonstrated to help promote wound healing and can help reduce the cost of treating patients with serious wounds. Our therapeutic surfaces, including specialty hospital beds, mattress replacement systems and overlays, are designed to address pulmonary complications associated with immobility and to prevent skin breakdown. We have 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. Forward Looking Statements - -------------------------- This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform act of 1995, as amended, including statements regarding the Company's future growth and business plans. All forward-looking statements included in this document are based upon information available to KCI as of the date hereof and KCI assumes no obligation to update any such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----