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EX-99.2 - PRESS RELEASE - KINETIC CONCEPTS INCd241771dex992.htm
EX-99.1 - DISCLOSURE REGARDING KINETIC CONCEPTS, INC. - KINETIC CONCEPTS INCd241771dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 7, 2011

 

 

Kinetic Concepts, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Texas

(State or Other Jurisdiction of Incorporation)

 

001-09913   74-1891727

(Commission

File Number)

 

(IRS Employer

Identification No.)

8023 Vantage Drive  
San Antonio, Texas   78230
(Address of Principal Executive Offices)   (Zip Code)

(210) 524-9000

(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 (see General Instruction A.2. below):

 

¨ 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 7.01 Regulation FD Disclosure

Kinetic Concepts, Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.1, which information is incorporated herein by reference. This information, which has not been previously reported, is excerpted from a Preliminary Offering Memorandum that is being disseminated in connection with the proposed notes offering described in Item 8.01 below.

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 8.01 Other Events

On October 7, 2011, the Company issued a press release announcing that Chiron Merger Sub, Inc. (“Merger Sub”) intends to commence on or about October 11, 2011, an offering of notes in connection with the previously announced merger of the Company with Merger Sub. Upon consummation of the acquisition, the Company and KCI USA, Inc. will acquire all of the obligations of Merger Sub under the notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K and the information furnished herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties 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 the acquisition and merger and the intent of any parties about future actions. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties, including, among other things, risks and uncertainties related to the captioned markets generally and whether the Company will offer the notes or consummate offering, the anticipated terms of the notes, and anticipated use of the notes, and the anticipated use of proceeds. 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.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Disclosure regarding Kinetic Concepts, Inc. in connection with the distribution of the Preliminary Offering Memorandum.

99.2 Press Release of Kinetic Concepts, Inc., dated October 7, 2011.


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

By:

 

/s/ John T. Bibb

Name:

 

John T. Bibb

Title:

 

Senior Vice President, General Counsel and Secretary

October 11, 2011


Exhibit Index

 

Exhibit
No.

  

Description

99.1    Disclosure regarding Kinetic Concepts, Inc. in connection with the distribution of the Preliminary Offering Memorandum.
99.2    Press Release of Kinetic Concepts, Inc., dated October 7, 2011.