-----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, LhqS30qZg9hJbCR0KRGW6twP7pOA6s2UxN1qxuklKOh1b7Boj0EgvAdowoXJIHw2 7s/JQOlt3rTK+ML/8pHFDw== 0001341004-10-001316.txt : 20100921 0001341004-10-001316.hdr.sgml : 20100921 20100803114446 ACCESSION NUMBER: 0001341004-10-001316 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINETIC CONCEPTS INC 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: CORRESP 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 FORMER COMPANY: FORMER CONFORMED NAME: KINETIC CONCEPTS INC /TX/ DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm corresp.htm
 
Kinetic Concepts, Inc.
8023 Vantage Drive
San Antonio, Texas 78230
 
 
August 3, 2010      
 
VIA EDGAR TRANSMISSION AND FACSIMILE
 
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, D.C. 20549
Mail Stop 4631
Attention:   
John Cash
 
Accounting Branch Chief

 
RE:      
Kinetic Concepts, Inc.
  
   
Form 10-K for Fiscal Year Ended December 31, 2009
  
   
File No. 1-9913
  
 
Ladies and Gentlemen:
 
Kinetic Concepts, Inc. (the “Company”) has received and reviewed the comments from the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in a letter from John Cash, Accounting Branch Chief, dated July 22, 2010, regarding the Commission’s review of the above-referenced Company filings (the “Comment Letter”).  The Company hereby submits its responses to the Staff’s comments contained in the Comment Letter, as set forth below. For the convenience of the Staff, each of the Staff’s comments has been reproduced below and is set forth in italics immediately prior to the Company’s response.
 
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
 
Item 1. Business, page 4
Information With Respect To Our Business In General, page 24
Intellectual Property, page 24
 
1.
We note your response to comment one in our letter dated June 10, 2010.  Please tell us what consideration you have given to discussing in your filings the potential impact of the expiration of the Wake Forest patents on your future operating results.  In addition, please revise your risk factor disclosure in future filings to clarify that the patents expiring in 2012 and 2014 are those that you license from Wake Forest.
 
Response: Management has given substantial consideration to the potential impact of the expiration of the Wake Forest patents on our future operating results, as well as the potential invalidation of the patents resulting from ongoing litigation in multiple jurisdictions.  The Company believes the potential impact of the expiration of the Wake Forest patents essentially mirrors the potential impact of invalidity, which we have disclosed in detail in the Company’s filings, including in Part I, Item 1A. Risk Factors, as well as in Part I, Item 3. Legal Proceedings, in our discussions regarding intellectual property
 
 
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protection.  In future filings, we plan to revise our risk factors disclosure to clarify that the potential impact described could result from potential invalidity as well as from expiration of the Wake Forest patents and to clarify that the patents expiring in 2012 and 2014 are those licensed from Wake Forest.
 
DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A
 
Executive Compensation, page 21
Elements of Compensation, page 23
 
2.
We note from your response to comment 13 in our letter dated June 10, 2010, that your compensation committee “set target bonus percentages for Ms. Burzik, Mr. Landon, Mr. Genau, Ms. Colleran and Mr. Seidel [at] the 63rd, 69th, 80th and 62nd percentile” levels.  In future filings, in addition to your proposed disclosure, please also disclose where actual bonuses awarded to your named executive officers fell relative to benchmarked levels.
 
Response:  In future filings, the Company will also disclose where actual bonuses (as a percentage of base salary) awarded to our named executive officers fell relative to benchmarked levels.
 
Certain Relationships and Related Transactions, page 52
Review, Approval and Ratification of Transactions with Related Persons, page 52
 
3.
We note your draft disclosure in response to comment 16 in our letter dated June 10, 2010.   Please describe in future filings the standards applied by your Audit and Compliance Committee to determine whether or not to approve or ratify transactions with related persons.  See Item 404(b)(1)(ii) of Regulation S-K.
 
Response: In future filings the Company will describe the standards applied by the Audit and Compliance Committee to determine whether or not to approve or ratify transactions with related persons.
 
* * * * *
 
After you have had the opportunity to review these responses, please do not hesitate to contact the undersigned at (210) 255-6494 or John T. Bibb, Associate General Counsel, Securities, at (210) 255-6838.  Facsimile transmissions may be sent to the undersigned at (210) 255-6993.
 

 
Very truly yours,
   
   
 
By:
/s/ Martin J. Landon
 
Name:  
Martin J. Landon
 
Title:
Executive Vice President and
   
Chief Financial Officer

cc:      
Brett Johnson
 
Anne McConnell
 
Hagen Ganem
 
Andrew Schoeffler
   
Securities and Exchange Commission

 
 
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