KCI / Kinetic Concepts Inc - Документы SEC, Годовой отчет, Доверенное заявление

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KINETIC CONCEPTS, INC. KCI USA, INC. 12930 West Interstate 10 San Antonio, Texas 78249 February 13, 2013 VIA FACSIMILE AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 FAX: (202) 772-9202 Attention: Mr. Jay Ingram Re: Kinetic Concepts, Inc. and KCI USA, Inc. (the “Companies”) Registration Statement on Form S-4 (SEC File No. 333-184

Exchange Offer for All Outstanding $1,750,000,000 aggregate amount of 10.5% Second Lien Senior Secured Notes due 2018 and the guarantees thereto for new 10.5% Second Lien Senior Secured Notes due 2018 and the guarantees thereto that have been registe

Prospectus $2,400,000,000 Kinetic Concepts, Inc. KCI USA, Inc. Exchange Offer for All Outstanding $1,750,000,000 aggregate amount of 10.5% Second Lien Senior Secured Notes due 2018 and the guarantees thereto for new 10.5% Second Lien Senior Secured Notes due 2018 and the guarantees thereto that have been registered under the Securities Act of 1933 and $650,000,000 aggregate amount of 12.5% Senior

- S-4/A

As filed with the Securities and Exchange Commission on February 8, 2013 No. 333-184233 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. KCI USA, Inc. Additional Registrants Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) Texas Delaware 3841 3841 74

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601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 February 8, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Mail Stop 3561 Attention: Mr. Jay Ingram Re: Kinetic Concepts, Inc. KCI USA, Inc. Amendment No. 3 to Registration Statement

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CONFIDENTIAL November 8, 2012 Stephen D. Seidel 214 Charles Road San Antonio, Texas 78209 Re: Agreement regarding Separation from Employment Dear Steve: As discussed, this letter confirms that your employment with Kinetic Concepts, Inc. (“KCI”) and any of its affiliates and subsidiaries will end close of business on November 8, 2012 (the “Termination Date”). In connection with the separation, and

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of January 18, 2013 (this “Agreement”) and is among Centaur Guernsey L.

April 24, 2012

EX-10.30 19 a1030jcunniffofferletter.htm OFFER LETTER - CUNNIFF April 24, 2012 Jim Cunniff 16685 Marchmont Drive Los Gatos, CA 95032 Dear Jim: It is my pleasure, on behalf of KCI USA, Inc. ("KCI" or the "Company"), to present you with the following offer of employment for the position of Senior Vice President, Americas based out of our San Antonio, Texas office. You will be reporting to Joe Woody,

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT

1 CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and (the “Participant”): R E C I T A L S: WHEREAS, the Partne

- S-4/A

As filed with the Securities and Exchange Commission on January 23, 2013 No. 333-184233 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. KCI USA, Inc. Additional Registrants Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) Texas Delaware 3841 3841 74

Personal & Confidential

EX-10.25 14 a1029michaelmathewslettero.htm EMPLOYMENT AGREEMENT MIKE MATHEWS Personal & Confidential August 3, 2012 Michael Mathews 31 Howell Road Mountain Lakes, NJ 07046 Subject: Letter of Understanding for Michael Mathews– Global Assignment Agreement Dear Mike: It is my pleasure, on behalf of KCI USA, Inc. ("KCI" or the "Company"), to present you with the following offer of employment for the p

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of January 18, 2013 (this “Agreement”) and is among Centaur Guernsey L.

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT This Profits Interest Unit Award Agreement (this “Agreement”), is made as of May 21, 2012 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and Peter Arnold (the “Participant”): R E C I T A L S: WHER

ADDENDUM TO KEY EMPLOYEE RETENTION AGREEMENT

ADDENDUM TO KEY EMPLOYEE RETENTION AGREEMENT In connection with that Key Employee Retention Agreement (“Agreement”) executed between Kinetic Concepts, Inc.

SERVICE AGREEMENT

SERVICE AGREEMENT DATED MAY 14, 2012 KCI UK HOLDINGS LIMITED and PETER ARNOLD Contents Clause Page 1.

Chiron Holdings GP, Inc. 12930 IH 10 West San Antonio, Texas 78249

Chiron Holdings GP, Inc. 12930 IH 10 West San Antonio, Texas 78249 October 12, 2012 Mr. Tim Guertin By electronic mail Dear Tim: The sponsors, Funds advised by Apax Partners, controlled affiliates of CPP Investment Board and PSP Investments, are pleased to extend an offer to you to join the Board of Directors of Chiron Holdings GP, Inc., the general partner of the parent holding company for Kineti

First Supplemental Indenture with respect to the Indenture for Kinetic Concepts, Inc. and KCI USA, Inc.’s $1,750,000,000 10.5% Second Lien Senior Secured Notes due 2018

First Supplemental Indenture with respect to the Indenture for Kinetic Concepts, Inc.

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601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 January 23, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Mail Stop 3561 Attention: Mr. Jay Ingram Re: Kinetic Concepts, Inc. KCI USA, Inc. Amendment No. 2 to Registration Statement

First Supplemental Indenture with respect to the Indenture for Kinetic Concepts, Inc. and KCI USA, Inc.’s $750,000,000 12.5% Senior Notes due 2019

First Supplemental Indenture with respect to the Indenture for Kinetic Concepts, Inc.

INDEMNIFICATION AGREEMENT

EX-10.1 7 a1023directorindemnificati.htm DIRECTOR INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of January , 2013 (this “Agreement”) and is among Centaur Guernsey L.P. Inc., a Guernsey limited partnership (“Centaur”) (acting by its general partner Chiron Guernsey GP Co. Limited, a Guernsey limited company (“Chiron”)), Chiron (in its own capacity), K

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of January 16, 2013 (this “Agreement”) and is among Centaur Guernsey L.

The Securities and Exchange Commission

The Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 23 January 2013 Dear Sirs Chiron Guernsey GP Co.

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT This Profits Interest Unit Award Agreement (this “Agreement”), is made as of July 2, 2012 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and Michael Mathews (the “Participant”): R E C I T A L S: W

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1, dated as of November 7, 2012 (this “Amendment”), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Required Lenders and the Administrative Agent, to the Credit Agreement, dated as of November 4, 2011, among CHIRON MERGER SUB, INC., a Texas corporation, KINETIC CONCEPTS, INC., a Texas corporation (the “Lead Borrower”), KCI USA, IN

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CORRESP 1 filename1.htm KIRKLAND & ELLIS LLP AND AFFILIATED PARTNERSHIPS 601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 Chicago Hong Kong London Los Angeles Munich Palo Alto San Francisco Shanghai Washington, D.C. December 7, 2012 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Financ

- S-4/A

As filed with the Securities and Exchange Commission on December 7, 2012 No. 333-184233 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. KCI USA, Inc. Additional Registrants Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) Texas Delaware 3841 3841 74

Centaur Guernsey L.P. Inc. List of Subsidiaries November 2, 2012

EX-21.1 3 ex211listingofsubsidiaries.htm LISTING OF SUBSIDIARIES Centaur Guernsey L.P. Inc. List of Subsidiaries November 2, 2012 Name Jurisdiction KCI Medical Australia PTY Ltd Australia LifeCell Australia Pty Ltd Australia KCI Austria GmbH Austria KCI Medical Belgium BVBA Belgium KCI Polymedics Belgium KCI Brasil Importadora E Distribuidora Brazil De Produtos Para Saude Ltda KCI Medical Canada I

LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 10.5% Second Lien Senior Secured Notes due 2018 and the 12.5% Senior Notes due 2019 issued by Kinetic Concepts, Inc. and KCI USA, Inc. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, N

LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 10.5% Second Lien Senior Secured Notes due 2018 and the 12.5% Senior Notes due 2019 issued by Kinetic Concepts, Inc. and KCI USA, Inc. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2012 To My Broker or Account Representative: I, the undersigned, hereby acknowledge receipt of the Prospectus, dated , 2012 (t

CREDIT AGREEMENT Dated as of November 4, 2011 KINETIC CONCEPTS, INC. and KCI USA, INC., as Co-Borrowers, CHIRON MERGER SUB, INC., as the Initial Borrower, CHIRON HOLDINGS, INC., as Holdings, CHIRON TOPCO, INC., as Topco, CHIRON GUERNSEY LP, INC., as

CREDIT AGREEMENT Dated as of November 4, 2011 among KINETIC CONCEPTS, INC. and KCI USA, INC., as Co-Borrowers, CHIRON MERGER SUB, INC., as the Initial Borrower, CHIRON HOLDINGS, INC., as Holdings, CHIRON TOPCO, INC., as Topco, CHIRON GUERNSEY LP, INC., as Parent, CHIRON GUERNSEY GP CO. LIMITED, as Parent GP, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS

INDEMNIFICATION AGREEMENT

EX-10.21 7 a1021indemnificationagreem.htm INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of November 4, 2011 (the “Agreement”), is among Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (“Guernsey Parent LP”), Chiron Holdings GP, Inc., a Delaware corporation and the general partner of Guernsey Parent LP (“Guernsey Parent GP”), Chiron

REGISTRATION RIGHTS AGREEMENT by and among Chiron Merger Sub, Inc. to be merged with and into Kinetic Concepts, Inc.; KCI USA, Inc.; the Guarantors party hereto; and Morgan Stanley & Co. LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Credit

REGISTRATION RIGHTS AGREEMENT by and among Chiron Merger Sub, Inc. to be merged with and into Kinetic Concepts, Inc.; KCI USA, Inc.; the Guarantors party hereto; and Morgan Stanley & Co. LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Credit Suisse Securities (USA) LLC Dated as of November 4, 2011 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is m

The Securities and Exchange Commission

The Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 5 November 2012 Dear Sirs Chiron Guernsey GP Co.

- S-4/A

S-4/A 1 kci09142012s-4a.htm S-4/A As filed with the Securities and Exchange Commission on November 5, 2012 No. 333-184233 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. KCI USA, Inc. Additional Registrants Listed on Schedule A Hereto (Exact name of registrant as specified in its ch

REGISTRATION RIGHTS AGREEMENT by and among Chiron Merger Sub, Inc. to be merged with and into Kinetic Concepts, Inc.; KCI USA, Inc.; the Guarantors party hereto; and Morgan Stanley & Co. LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Credit

REGISTRATION RIGHTS AGREEMENT by and among Chiron Merger Sub, Inc. to be merged with and into Kinetic Concepts, Inc.; KCI USA, Inc.; the Guarantors party hereto; and Morgan Stanley & Co. LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Credit Suisse Securities (USA) LLC Dated as of November 4, 2011 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is m

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November 5, 2012 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attn: Mr. Jay Ingram Re: Kinetic Conepts, Inc. KCI USA, Inc. Registration Statement on Form S-4 File No. 333-184233 Ladies and Gentlemen: Reference is made to the Registration Statement of KINETIC CONCEPTS, INC. (“KCI”), KCI USA, INC. (TOGETHER WITH KCI, THE “ISSUERS

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CORRESP 1 filename1.htm KIRKLAND & ELLIS LLP AND AFFILIATED PARTNERSHIPS 601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 Chicago Hong Kong London Los Angeles Munich Palo Alto San Francisco Shanghai Washington, D.C. November 5, 2012 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Financ

CERTIFICATE OF LIMITED PARTNERSHIP KCI PROPERTIES LIMITED

EX-3.28 27 a328certifoflmtpartnership.htm CERTIFICATE OF LIMITED PARTNERSHIP - KCI PROPERTIES LIMITED CERTIFICATE OF LIMITED PARTNERSHIP OF KCI PROPERTIES LIMITED 1. The name of the Limited Partnership is KCI Properties Limited. 2. The location of the Limited Partnership’s principal office where records are to be kept or made available is 8023 Vantage Drive, San Antonio, Texas 78230. 3. The regist

LIMITED LIABILITY COMPANY AGREEMENT TECHNIMOTION, LLC

LIMITED LIABILITY COMPANY AGREEMENT OF TECHNIMOTION, LLC This Limited Liability Company Agreement (as amended from time to time, the “Agreement”), dated as of December , 2010, is hereby duly adopted as the limited liability company agreement of Technimotion, LLC, a Delaware limited liability company (the “Company”), by KCI USA, Inc.

LIMITED LIABILITY COMPANY AGREEMENT KCI ANIMAL HEALTH, LLC

LIMITED LIABILITY COMPANY AGREEMENT OF KCI ANIMAL HEALTH, LLC This Limited Liability Company Agreement (as amended from time to time, the “Agreement”), dated as of September , 2010, is hereby duly adopted as the limited liability company agreement of KCI Animal Health, LLC, a Delaware limited liability company (the “Company”), by KCI USA, Inc.

LIMITED LIABILITY COMPANY AGREEMENT KCI USA REAL HOLDINGS, L.L.C. Organized under the Delaware Limited Liability Company Act

LIMITED LIABILITY COMPANY AGREEMENT OF KCI USA REAL HOLDINGS, L.L.C. Organized under the Delaware Limited Liability Company Act THIS LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) hereby is entered into and adopted effective as of December 13, 2001, by KCI USA, Inc., a Delaware corporation, as the initial Member (as defined below) of KCI USA Real Holdings, L.L

BY‑LAWS KCI LICENSING, INC. ARTICLE I

EX-3.17 16 a317bylawskcilicensing.htm BYLAWS - KCI LICENSING, INC. BY‑LAWS OF KCI LICENSING, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may have offices at such other places both within and without the State of Delaware as the Boa

The Securities and Exchange Commission

The Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 (the “Recipient”) 1 October 2012 Dear Sirs Chiron Guernsey GP Co.

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP KCI REAL PROPERTY LIMITED

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF KCI REAL PROPERTY LIMITED Pursuant to the provisions of the Texas Revised Limited Partnership Act, the undersigned limited partnership executes this Certificate of Amendment to the Certificate of Limited Partnership for the purpose of changing the registered agent of the limited partnership.

FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT KCI PROPERTIES LIMITED

FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF KCI PROPERTIES LIMITED This First Amendment to the Limited Partnership Agreement of KCI Properties Limited (the “Company” and this amendment, the “Amendment”), dated effective October 27, 2011, is by and between KCI USA Real Holdings, L.

CERTIFICATE OF INCORPORATION LIFECELL CORPORATION

CERTIFICATE OF INCORPORATION OF LIFECELL CORPORATION FIRST: The name of the Corporation is LifeCell Corporation (hereinafter the “Corporation”).

CERTIFICATE OF INCORPORATION KCI LICENSING, INC.

CERTIFICATE OF INCORPORATION OF KCI LICENSING, INC. FIRST: The name of the corporation is KCI Licensing, Inc. SECOND: The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the corporation at such address is The Corporation Trust Company. T

CERTIFICATE OF FORMATION KCI REAL HOLDINGS, L.L.C.

EX-3.12 11 a312formationcertkcirealho.htm CERTIFICATE OF FORMATION - KCI REAL HOLDINGS, L.L.C. CERTIFICATE OF FORMATION OF KCI REAL HOLDINGS, L.L.C. This Certificate of Formation of KCI REAL HOLDINGS, L.L.C. (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. 1. The name of the limited l

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT

EX-10.8 42 a108execequityincentivepla.htm FORM OF EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT - CHIRON GUERNSEY HOLDINGS L.P. INC. CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [], 2011 (hereinafter referred to as the “Date of Grant”), be

December 28, 2011

December 28, 2011 Ms. Catherine Burzik c/o Kinetic Concepts, Inc. 8023 Vantage Drive San Antonio, Texas 78230 Re: Completion of Transition Dear Cathy: This letter confirms our latest discussions of your successful completion of the post-closing transition period as Chief Executive Officer of Officer of Kinetic Concepts, Inc. (“KCI”) and LifeCell Corporation (“LifeCell”). Effective close of busines

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”), dated November 4, 2011 is entered into by and between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millennium Way, Branchburg, New Jersey 08876 (“Employer”), and LISA COLLERAN (“Employee”).

CERTIFICATE OF INCORPORATION KCI HOLDING COMPANY, INC.

CERTIFICATE OF INCORPORATION OF KCI HOLDING COMPANY, INC. FIRST: The name of the corporation is KCI Holding Company, Inc. SECOND: The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the corporation at such address is The Corporation Trus

EXECUTIVE RETENTION AGREEMENT

EXECUTIVE RETENTION AGREEMENT This Executive Retention Agreement (the "Agreement") is effective as of April 7, 2011 (the "Effective Date"), by and between John T.

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT

EX-10.10 44 a1010jwprofitsinterestawar.htm JOE WOODY EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CHIRON TOPCO, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHIRON TOPCO, INC. Chiron Topco, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows: FIRST: The original Certificate of Incorporation was filed with the office of the Secretary of State of the State of Delaware on August 3, 2011. SECON

CERTIFICATE OF REGISTRATION No. 1545 I Hereby Certify that Chiron Guernsey L.P. Inc. (which has elected to have a legal personality) which changed its name to Centaur Guernsey L.P. Inc. (which has elected to have a legal personality) whose registered

CERTIFICATE OF REGISTRATION No. 1545 I Hereby Certify that Chiron Guernsey L.P. Inc. (which has elected to have a legal personality) which changed its name to Centaur Guernsey L.P. Inc. (which has elected to have a legal personality) whose registered office is Third Floor Royal Bank Place 1 Glategny Esplanade St Peter Port Guernsey GY1 2HJ Was registered in the Register of Limited Partnerships of

CERTIFICATE OF INCORPORATION KCI THERAPEUTIC SERVICES, INC.

EX-3.36 35 a336certificateofincorpora.htm CERTIFICATE OF INCORPORATION - KCI USA, INC. STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 02/15/1991 721046060 - 2254913 CERTIFICATE OF INCORPORATION OF KCI THERAPEUTIC SERVICES, INC. FIRST: The name of the Corporation is KCI Therapeutic Services, Inc. SECOND: The address of the registered office of the Corporation in the St

LIMITED PARTNERSHIP AGREEMENT KCI PROPERTIES LIMITED

LIMITED PARTNERSHIP AGREEMENT OF KCI PROPERTIES LIMITED THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is entered into by and between KCI USA Real Holdings, L.

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP KCI PROPERTIES LIMITED

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF KCI PROPERTIES LIMITED Pursuant to the provisions of the Texas Revised Limited Partnership Act, the undersigned limited partnership executes this Certificate of Amendment to the Certificate of Limited Partnership for the purpose of changing the registered agent of the limited partnership.

CERTIFICATE OF FORMATION TECHNIMOTION, LLC

EX-3.26 25 a326certificateofformation.htm CERTIFICATE OF FORMATION - TECHNIMOTION, LLC CERTIFICATE OF FORMATION OF TECHNIMOTION, LLC This Certificate of Formation of Technimotion, LLC is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. 1. The name of the limited liability company (the “Company”) is Tech

CERTIFICATE OF INCORPORATION KCI HOMECARE, INC.

EX-3.22 21 a322kcihomecareinc-certifi.htm CERTIFICATE OF INCORPORATION - KCI HOMECARE, INC. CERTIFICATE OF INCORPORATION OF KCI HOMECARE, INC. FIRST: The name of the corporation is “KCI HomeCare, Inc.” SECOND: The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the

ASSET PURCHASE AGREEMENT dated as of August 14, 2012 by and between KINETIC CONCEPTS, INC. GETINGE AB TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT dated as of August 14, 2012 by and between KINETIC CONCEPTS, INC.

KEY EMPLOYEE RETENTION AGREEMENT

KEY EMPLOYEE RETENTION AGREEMENT This Key Employee Retention Agreement (the "Agreement") is effective as of January 2008 (the "Effective Date"), by and between Teresa A.

- S-4

As filed with the Securities and Exchange Commission on October 1, 2012 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. KCI USA, Inc. Additional Registrants Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) Texas Delaware 3841 3841 74-1891727 74-2152396 (State

BY-LAWS KINETIC CONCEPTS INTERNATIONAL,INC. ARTICLE I OFFICES

BY-LAWS OF KINETIC CONCEPTS INTERNATIONAL,INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The principal office of the Corporation outside the State of Delaware shall be in the City of San Antonio, State of Texas. The Corporation may also have offices

CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (in thousands) Fiscal Year Ended December 31, Six Months Ended June 30, 2007 2008(1) 2009 2010 Period from January 1 through November 3, 2011 Period from No

CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (in thousands) Fiscal Year Ended December 31, Six Months Ended June 30, 2007 2008(1) 2009 2010 Period from January 1 through November 3, 2011 Period from November 4 through December 31, 2011(2) 2011 (unaudited) 2012(2) (unaudited) Predecessor Predecessor Predecessor Predecessor Predecessor Successor Prede

CERTIFICATE OF INCORPORATION CHIRON HOLDINGS, INC.

CERTIFICATE OF INCORPORATION OF CHIRON HOLDINGS, INC. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that: FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Chiron Holdings, Inc. SECOND: The name and address of the registered agent in the Sta

DECLARATION OF CHIRON GUERNSEY GP CO. LIMITED RELATING TO CHIRON GUERNSEY L.P. Inc. (the "Limited Partnership")

DECLARATION OF CHIRON GUERNSEY GP CO. LIMITED RELATING TO CHIRON GUERNSEY L.P. Inc. (the "Limited Partnership") This Declaration is made pursuant to Section 8(2)(d) of The Limited Partnerships (Guernsey) Law, 1995, as amended (the "Law") in relation to CHIRON GUERNSEY L.P. Inc. We hereby declare the following: 1. The name of the Limited Partnership shall be Chiron Guernsey L.P. Inc. 2. The purpose

CERTIFICATE OF FORMATION KCI USA REAL HOLDINGS, L.L.C.

CERTIFICATE OF FORMATION OF KCI USA REAL HOLDINGS, L.L.C. This Certificate of Formation of KCI USA REAL HOLDINGS, L.L.C. (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. 1. The name of the limited liability company is KCI USA REAL HOLDINGS, L.L.C. 2. The address of the registered offi

Centaur Guernsey L.P. Inc. List of Subsidiaries September 24, 2012

Centaur Guernsey L.P. Inc. List of Subsidiaries September 24, 2012 Name Jurisdiction KCI Medical Australia PTY Ltd Australia LifeCell Australia Pty Ltd Australia KCI Austria GmbH Austria KCI Medical Belgium BVBA Belgium KCI Polymedics Belgium KCI Brasil Importadora E Distribuidora Brazil De Produtos Para Saude Ltda KCI Medical Canada Inc. Ontario, Canada LifeCell Canada Inc. Canada KCI APAC Holdin

CHIRON GUERNSEY HOLDINGS L.P. INC. PROFITS INTEREST UNIT AWARD AND AMENDMENT AGREEMENT

CHIRON GUERNSEY HOLDINGS L.P. INC. PROFITS INTEREST UNIT AWARD AND AMENDMENT AGREEMENT This Profits Interest Unit Award and Amendment Agreement (this “Agreement”), is made as of July [●], 2012, between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and [●] (the “Participant”): R E C I T A L S: WHEREAS, the Participant has entered into that certain Profits I

LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 10.5% Second Lien Senior Secured Notes due 2018 and the 12.5% Senior Notes due 2019 issued by Kinetic Concepts, Inc. and KCI USA, Inc. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, N

EX-99.1 56 a991letteroftransmittal.htm FORM OF LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 10.5% Second Lien Senior Secured Notes due 2018 and the 12.5% Senior Notes due 2019 issued by Kinetic Concepts, Inc. and KCI USA, Inc. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2012 To My Broker or Account Representative: I, the under

BYLAWS Chiron Holdings, Inc. (hereinafter, the “Corporation”) ARTICLE I

BYLAWS of Chiron Holdings, Inc. (hereinafter, the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from tim

BYLAWS CHIRON TOPCO, INC. (hereinafter, the “Corporation”) ARTICLE I

BYLAWS of CHIRON TOPCO, INC. (hereinafter, the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time t

LIMITED LIABILITY COMPANY AGREEMENT KCI REAL HOLDINGS, L.L.C. Organized under the Delaware Limited Liability Company Act

LIMITED LIABILITY COMPANY AGREEMENT OF KCI REAL HOLDINGS, L.L.C. Organized under the Delaware Limited Liability Company Act THIS LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) hereby is entered into and adopted effective as of December 13, 2001, by Kinetic Concepts, Inc., a Texas corporation, as the initial Member (as defined below) of KCI Real Holdings, L.L.C

BY‑LAWS KCI HOLDING COMPANY, INC. ARTICLE I

BY‑LAWS OF KCI HOLDING COMPANY, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The principal office of the Corporation outside the State of Delaware shall be in the City of San Antonio, State of Texas. The Corporation may also have offices at such ot

SECURITIES AND EXCHANGE COMMISSION

File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T‑1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer iden

[Signature page follows.]

April 7, 2011 John Bibb 17834 Salado Draw San Antonio, Texas 78258 Dear John, On behalf of KCI, it is a pleasure to confirm the promotion we recently discussed.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) dated November 10, 2011 by and between Kinetic Concepts, Inc.

DATED 4 NOVEMBER 2011 CHIRON GUERNSEY GP CO. LIMITED CHIRON GUERNSEY HOLDINGS L.P. INC. acting by its general partner CHIRON HOLDINGS GP, INC. and DENISE FALLAIZE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT relating to CHIRON GUERNSEY L.P. INC

DATED 4 NOVEMBER 2011 CHIRON GUERNSEY GP CO. LIMITED and CHIRON GUERNSEY HOLDINGS L.P. INC. acting by its general partner CHIRON HOLDINGS GP, INC. and DENISE FALLAIZE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT relating to CHIRON GUERNSEY L.P. INC. Carey Olsen P O Box 98, Carey House, Les Banques, St. Peter Port Guernsey, Channel Islands. GY1 4BZ Tel: +44 (0)1481 727272 Fax: +44 (0)1481 711

LIMITED PARTNERSHIP AGREEMENT KCI REAL PROPERTY LIMITED

LIMITED PARTNERSHIP AGREEMENT OF KCI REAL PROPERTY LIMITED THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is entered into by and between KCI USA Real Holdings, L.

BYLAWS KCI HOMECARE, INC. ARTICLE I. OFFICES

BYLAWS OF KCI HOMECARE, INC. ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of t

LIFECELL CORPORATION (hereinafter called the “Corporation”) ARTICLE I

BYLAWS OF LIFECELL CORPORATION (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1.

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN

CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN I. Purpose. The purpose of this Chiron Guernsey Holdings L.P. Inc. Executive Equity Incentive Plan (the “Plan”) is to promote the interests of Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and its Affiliates (as defined below) by (i) attracting and retaining officers and employees of the Pa

BY-LAWS KCI THERAPEUTIC SERVICES, INC. ARTICLE I

BY-LAWS OF KCI THERAPEUTIC SERVICES, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The principal office of the Corporation outside the State of Delaware shall be in the City of San Antonio, State of Texas. The Corporation may also have offices at su

FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT KCI REAL PROPERTY LIMITED

EX-3.35 34 a335kcirealpropfirstamdlmp.htm FIRST AMENDMENT TO THE LIMTED PARTNERSHIP AGREEMENT - KCI REAL PROPERTY LIMITED FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF KCI REAL PROPERTY LIMITED This First Amendment to the Limited Partnership Agreement of KCI Real Property Limited (the “Company” and this amendment, the “Amendment”), dated effective October 27, 2011, is by and between KCI

CERTIFICATE OF FORMATION KCI ANIMAL HEALTH, LLC

EX-3.24 23 a324certificateofformation.htm CERTIFICATE OF FORMATION - KCI ANIMAL HEALTH, LLC CERTIFICATE OF FORMATION OF KCI ANIMAL HEALTH, LLC This Certificate of Formation of KCI Animal Health, LLC is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. 1. The name of the limited liability company (the “Co

November 2, 2011

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

CERTIFICATE OF LIMITED PARTNERSHIP KCI REAL PROPERTY LIMITED

CERTIFICATE OF LIMITED PARTNERSHIP OF KCI REAL PROPERTY LIMITED 1. The name of the Limited Partnership is KCI Real Property Limited. 2. The location of the Limited Partnership’s principal office where records are to be kept or made available is 8023 Vantage Drive, San Antonio, Texas 78230. 3. The registered office of the Limited Partnership is 8023 Vantage Drive, San Antonio, Texas 78230. The regi

CERTIFICATE OF INCORPORATION KINETIC CONCEPTS INTERNATIONAL, INC.

CERTIFICATE OF INCORPORATION OF KINETIC CONCEPTS INTERNATIONAL, INC. FIRST: The name of the Corporation is Kinetic Concepts International, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address i

KCI / Kinetic Concepts Inc / LEININGER JAMES R MD - SCHEDULE 13G/A Passive Investment

Schedule 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* KINETIC CONCEPTS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 49460W208 (CUSIP Number) November 4, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 74-1

Registration No. 333-114010 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 V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 74-1

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 V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 74-1

Registration No. 333-151649 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 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 V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 11, 2011 KINETIC CONCEPTS, INC. (Exact Name of Registrant as Specified in Charter) Texas 001-09913 74-1891727 (State or Other Jurisdiction of Incorporation) (Commission File

Joe Woody Named Global President of KCI’s Active Healing Solutions™ Business

Exhibit 99.1 For more information, contact: Joe Izbrand KCI Corporate Communications Office: 210-255-6251 Email: [email protected] Joe Woody Named Global President of KCI?s Active Healing Solutions? Business SAN ANTONIO, Nov. 11, 2011 ? Kinetic Concepts, Inc. today announced the selection of Joseph (Joe) Woody as Global President of Active Healing Solutions? (AHS), the company?s advanced wound

AMENDED ARTICLES OF INCORPORATION KINETIC CONCEPTS, INC. ARTICLE ONE

EX-3.1 2 d252698dex31.htm AMENDED ARTICLES OF INCORPORATION OF KINETIC CONCEPTS Exhibit 3.1 AMENDED ARTICLES OF INCORPORATION OF KINETIC CONCEPTS, INC. ARTICLE ONE The entity is a for-profit corporation. The name of the entity (which is hereinafter referred to as the “Corporation”) is Kinetic Concepts, Inc. ARTICLE TWO The purpose for which the Corporation is organized is to engage in any lawful b

FIRST SUPPLEMENTAL INDENTURE

EX-10.4 7 d252698dex104.htm SUPPLEMENTAL INDENTURE Exhibit 10.4 Conformed Copy FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture (“Supplemental Indenture”) is made as of November 4, 2011, by and among Kinetic Concepts, Inc., a Texas corporation, as issuer (the “Issuer”), KCI USA, Inc., a Delaware corporation, as subsidiary guarantor (the “Subsidiary Guarantor”), and U.S. Bank National

CREDIT AGREEMENT Dated as of November 4, 2011 KINETIC CONCEPTS, INC. and KCI USA, INC., as Co-Borrowers, CHIRON MERGER SUB, INC., as the Initial Borrower, CHIRON HOLDINGS, INC., as Holdings, CHIRON TOPCO, INC., as Topco, CHIRON GUERNSEY LP, INC., as

Exhibit 10.1 Conformed Copy CREDIT AGREEMENT Dated as of November 4, 2011 among KINETIC CONCEPTS, INC. and KCI USA, INC., as Co-Borrowers, CHIRON MERGER SUB, INC., as the Initial Borrower, CHIRON HOLDINGS, INC., as Holdings, CHIRON TOPCO, INC., as Topco, CHIRON GUERNSEY LP, INC., as Parent, CHIRON GUERNSEY GP CO. LIMITED, as Parent GP, BANK OF AMERICA, N.A., as Administrative Agent and Collateral

BYLAWS KINETIC CONCEPTS, INC. (hereinafter, the “Corporation”) ARTICLE I

EX-3.2 3 d252698dex32.htm AMENDED AND RESTATED BYLAWS OF KINETIC CONCEPTS Exhibit 3.2 BYLAWS of KINETIC CONCEPTS, INC. (hereinafter, the “Corporation”) ARTICLE I Offices Section 1.1. Principal Office. The principal office of the Corporation shall be in the City of San Antonio, Texas. Section 1.2. Registered Office. The registered office of the Corporation required by the Texas Business Organizatio

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 4, 2011 KINETIC CONCEPTS, INC. (Exact Name of Registrant as Specified in Charter) Texas 001-09913 74-1891727 (State or Other Jurisdiction of Incorporation) (Commission File N

CHIRON MERGER SUB, INC., as initial Issuer KINETIC CONCEPTS, INC. KCI USA, INC., as joint and several Issuer, the GUARANTORS party hereto WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $1,750,000,000 10.5% Second Lien Senior

EX-10.2 5 d252698dex102.htm INDENTURE, DATED AS OF NOVEMBER 4, 2011 Exhibit 10.2 Conformed Copy EXECUTION VERSION CHIRON MERGER SUB, INC., as initial Issuer and KINETIC CONCEPTS, INC. AND KCI USA, INC., as joint and several Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $1,750,000,000 10.5% Second Lien Senior Secured Notes due 2018 I

CHIRON MERGER SUB, INC., as initial Issuer KINETIC CONCEPTS, INC. KCI USA, INC., as joint and several Issuer, the GUARANTORS party hereto WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $750,000,000 12.5% Senior Notes due 2019 Dated as of November

Exhibit 10.3 Conformed Copy EXECUTION VERSION CHIRON MERGER SUB, INC., as initial Issuer and KINETIC CONCEPTS, INC. AND KCI USA, INC., as joint and several Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $750,000,000 12.5% Senior Notes due 2019 INDENTURE Dated as of November 4, 2011 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFEREN

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 4, 2011 KINETIC CONCEPTS, INC. (Exact Name of Registrant as Specified in Charter) Texas 001-09913 74-1891727 (State or Other Jurisdiction of Incorporation) (Commission File N

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 21, 2011, pursuant to the provisions of Rule 12d2-2 (a).

Kinetic Concepts, Inc. Completes Merger with Apax Consortium

EX-99.1 2 d253004dex991.htm PRESS RELEASE REGARDING COMPLETION OF MERGER Exhibit 99.1 FOR IMMEDIATE RELEASE For more information, contact: Kevin Belgrade KCI Corporate Communications Office: 210-216-1236 Email: [email protected] Todd Wyatt KCI Investor Relations Office: 210-255-6157 Email: [email protected] Kinetic Concepts, Inc. Completes Merger with Apax Consortium SAN ANTONIO, TX., Nove

Business Units

Exhibit 99.1 SUMMARY This summary highlights material information about our business and about this offering of notes. This is a summary of material information contained elsewhere in this offering memorandum and is not complete and does not contain all the information you should consider before investing in the notes. For a more complete understanding of our business and this offering, you should

FOR IMMEDIATE RELEASE

Exhibit 99.2 FOR IMMEDIATE RELEASE For more information, contact: Kevin Belgrade KCI Corporate Communications Office: 210-216-1236 Email: [email protected] Todd Wyatt KCI Investor Relations Office: 210-255-6157 Email: [email protected] Kinetic Concepts, Inc. Gives Notice of Make-Whole Fundamental Change to Holders of Its 3.25% Convertible Senior Notes due 2015 SAN ANTONIO, TX., November 4,

Financial Statements and Exhibits, Other Events

8-K 1 d253004d8k.htm FORM 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 4, 2011 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 001-09913 74-1891727 (State or other jurisdiction of

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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) November 4, 2011 Kinetic Concepts, Inc.

November 2, 2011

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 A

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Fi

KCI AND CONSORTIUM LED BY APAX PARTNERS ANNOUNCE COMPLETION OF EXECUTIVE MANAGEMENT DISCUSSIONS

Exhibit 99.1 For more information, contact: Kevin Belgrade KCI Corporate Communications Office: 210-216-1236 Email: [email protected] Todd Wyatt KCI Investor Relations Office: 210-255-6157 Email: [email protected] 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 c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Employer Identific

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 28, 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 Fi

Kinetic Concepts, Inc. Shareholders Approve Merger Agreement

Exhibit 99.1 FOR IMMEDIATE RELEASE For more information, contact: Kevin Belgrade KCI Corporate Communications Office: 210-216-1236 Email: [email protected] Todd Wyatt KCI Investor Relations Office: 210-255-6157 Email: [email protected] Kinetic Concepts, Inc. Shareholders Approve Merger Agreement SAN ANTONIO, TX., October 28, 2011 — Kinetic Concepts, Inc. (NYSE: KCI) today announced that it

KINETIC CONCEPTS, INC. AND SUBSIDIARIES Selected Financial Information – Net earnings to EBITDA and Adjusted EBITDA Reconciliation (in thousands) Twelve Months Ended September 30, 2011 Net earnings $ 314,562 Interest expense, net 73,931 Income tax ex

EX-99.1 2 d247332dex991.htm DISCLOSURE REGARDING KINETIC CONCEPTS, INC. Exhibit 99.1 KINETIC CONCEPTS, INC. AND SUBSIDIARIES Selected Financial Information – Net earnings to EBITDA and Adjusted EBITDA Reconciliation (in thousands) (unaudited) Twelve Months Ended September 30, 2011 Net earnings $ 314,562 Interest expense, net 73,931 Income tax expense 118,131 Depreciation and amortization 143,610 S

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 25, 2011 Kinetic Concepts, Inc.

KINETIC CONCEPTS REPORTS FINANCIAL RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2011

EXHIBIT 99.1 FOR MORE INFORMATION, CONTACT: Investors: Todd Wyatt Office: 210-255-6157 Wireless: 210-347-3540 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS FINANCIAL RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2011 Third Quarter Highlights - Worldwide revenue of $531.4 million, up 5% from the prior-year

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 21, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant S Filed by a Party other than the Registrant £ Check appropriate box: £ Preliminary Proxy Statement £ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) £ Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant S Filed by a Party other than the Registrant £ Check appropriate box: £ Preliminary Proxy Statement £ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) £ Definitiv

KINETIC CONCEPTS REPORTS PRELIMINARY THIRD QUARTER FINANCIAL RESULTS

EXHIBIT 99.1 FOR MORE INFORMATION, CONTACT: Investors: Todd Wyatt Office: 210-255-6157 Wireless: 210-347-3540 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS PRELIMINARY THIRD QUARTER FINANCIAL RESULTS Preliminary Third Quarter Highlights - Worldwide revenue of $529.0 million to $533.0 million, up 4% to 5% from

Business Units

Exhibit 99.1 SUMMARY This summary highlights material information about our business and about this offering of notes. This is a summary of material information contained elsewhere in this offering memorandum and is not complete and does not contain all the information you should consider before investing in the notes. For a more complete understanding of our business and this offering, you should

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 10, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission F

KCI Announces Proposed Offering of Senior Notes

Exhibit 99.2 KCI Announces Proposed Offering of Senior Notes SAN ANTONIO, Oct 07, 2011 (BUSINESS WIRE) — Kinetic Concepts, Inc. (NYSE:KCI) (the “Company”), KCI USA, Inc. and investment funds advised by Apax Partners and controlled affiliates of Canada Pension Plan Investment Board and Public Sector Pension Investment Board (the “Sponsors”) today announced that Chiron Merger Sub, Inc. (“Merger Sub”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant S Filed by a Party other than the Registrant ? Check appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv

Other Events

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): September 28, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14

155 NORTH WACKER DRIVE CHICAGO, ILLINOIS 60606-1720 TEL: (312) 407-0700 FAX: (312) 407-0411

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DIRECT DIAL 312-407-0744 DIRECT FAX 312-407-8566 EMAIL ADDRESS STEVE.

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): September 21, 2011 Kinetic Concep

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): September 21, 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

Information for Prospective Debt Financing Sources

Exhibit 99.1 Information for Prospective Debt Financing Sources Non-GAAP Financial Measures The Company has included certain non-GAAP financial measures in this report, including (a) EBITDA, which we define for purposes of this report as net income excluding the impact of interest income and expense, income tax expense, depreciation and amortization, share based compensation, bad debt expense, unr

Information for Prospective Debt Financing Sources

EX-99.1 2 d234637dex991.htm INFORMATION FOR PROSPECTIVE DEBT FINANCING SOURCES Exhibit 99.1 Information for Prospective Debt Financing Sources Non-GAAP Financial Measures The Company has included certain non-GAAP financial measures in this report, including (a) EBITDA, which we define for purposes of this report as net income excluding the impact of interest income and expense, income tax expense,

Financial Statements and Exhibits, Other Events

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): September 21, 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

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2011 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 001-09913 74-1891727 (State or other jurisdiction of incorporation

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 NORTH WACKER DRIVE Chicago, Illinois 60606-1720 TEL: (312) 407-0700 FAX: (312) 407-0411

DIRECT DIAL 312-407-0500 DIRECT FAX 312-407-8518 EMAIL ADDRESS [email protected] SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 NORTH WACKER DRIVE Chicago, Illinois 60606-1720 TEL: (312) 407-0700 FAX: (312) 407-0411 www.skadden.com September 7, 2011 FIRM/AFFILIATE OFFICES BOSTON HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Emp

Financial Statements and Exhibits, Other Events

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): August 22, 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 Fil

When we announced plans last month for KCI to be acquired by a consortium led by Apax Partners, I promised to update you on the progress of the transaction. I want to let you know that, as of yesterday, we have completed the 40-day “go-shop” period.

Exhibit 99.1 To: KCI Employees Worldwide From: Cathy Burzik, President & CEO Date: August 22, 2011 When we announced plans last month for KCI to be acquired by a consortium led by Apax Partners, I promised to update you on the progress of the transaction. I want to let you know that, as of yesterday, we have completed the 40-day ?go-shop? period. As we proceed forward, our board of directors belie

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): August 22, 2011 Kinetic Concepts,

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): August 22, 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 Fil

When we announced plans last month for KCI to be acquired by a consortium led by Apax Partners, I promised to update you on the progress of the transaction. I want to let you know that, as of yesterday, we have completed the 40-day ?go-shop? period.

Exhibit 99.1 To: KCI Employees Worldwide From: Cathy Burzik, President & CEO Date: August 22, 2011 When we announced plans last month for KCI to be acquired by a consortium led by Apax Partners, I promised to update you on the progress of the transaction. I want to let you know that, as of yesterday, we have completed the 40-day ?go-shop? period. As we proceed forward, our board of directors belie

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchan

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 11)* Kinetic Concepts, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 49460W208 (CUSIP Numbers) Jul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Employer Identification

FREQUENTLY ASKED QUESTIONS - Additions as of 7/27

EX-99.2 3 dex992.htm FREQUENTLY ASKED QUESTIONS Exhibit 99.2 FREQUENTLY ASKED QUESTIONS - Additions as of 7/27 Will accrued vacation be paid out to US employees? There will be no effect on US employees’ accrued vacation should the deal close. When would it become public and would employees hear that another, better offer has been made, if that were to happen? KCI’s board of directors, with the ass

1

Exhibit 99.1 FINAL TRANSCRIPT KCI - Q2 2011 Kinetic Concepts Inc Earnings Conference Call Event Date/Time: Jul. 26. 2011 / 12:30PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomso

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): July 26, 2011 KINETIC CONCEPTS, I

DEFA14A 1 d8k.htm FORM 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): July 26, 2011 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 001-09913 74-1891727 (State or other jurisdiction of incor

Financial Statements and Exhibits, Other Events

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): July 26, 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

FREQUENTLY ASKED QUESTIONS - Additions as of 7/27

Exhibit 99.2 FREQUENTLY ASKED QUESTIONS - Additions as of 7/27 Will accrued vacation be paid out to US employees? There will be no effect on US employees? accrued vacation should the deal close. When would it become public and would employees hear that another, better offer has been made, if that were to happen? KCI?s board of directors, with the assistance of its independent advisors, will evalua

1

EX-99.1 2 dex991.htm TRANSCRIPT OF INVESTORS' CONFERENCE CALL Exhibit 99.1 FINAL TRANSCRIPT KCI - Q2 2011 Kinetic Concepts Inc Earnings Conference Call Event Date/Time: Jul. 26. 2011 / 12:30PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar me

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 26, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv

KINETIC CONCEPTS REPORTS SECOND QUARTER AND FIRST HALF 2011 FINANCIAL RESULTS

Exhibit 99.1 FOR MORE INFORMATION, CONTACT: Investors: Todd Wyatt Office: 210-255-6157 Wireless: 210-347-3540 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS SECOND QUARTER AND FIRST HALF 2011 FINANCIAL RESULTS Second Quarter Highlights - Worldwide revenue of $519.8 million, up 4% from the prior-year period, as

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): July 19, 2011 KINETIC CONCEPTS, I

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): July 19, 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

Financial Statements and Exhibits, Other Events

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): July 19, 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

Technically, Apax is acquiring KCI, but it’s more important to understand that, for now, regardless of what the deal is “called,” we are only changing our ownership base and capital structure and not how our business operates. Apax is a private equit

EX-99.1 2 dex991.htm FREQUENTLY ASKED QUESTIONS Exhibit 99.1 Q: Is the deal with Apax a merger or an acquisition? Technically, Apax is acquiring KCI, but it’s more important to understand that, for now, regardless of what the deal is “called,” we are only changing our ownership base and capital structure and not how our business operates. Apax is a private equity firm that has ownership in many co

Technically, Apax is acquiring KCI, but it’s more important to understand that, for now, regardless of what the deal is “called,” we are only changing our ownership base and capital structure and not how our business operates. Apax is a private equit

Exhibit 99.1 Q: Is the deal with Apax a merger or an acquisition? Technically, Apax is acquiring KCI, but it?s more important to understand that, for now, regardless of what the deal is ?called,? we are only changing our ownership base and capital structure and not how our business operates. Apax is a private equity firm that has ownership in many companies (i.e. ?portfolio companies?) and for rea

FREQUENTLY ASKED QUESTIONS as of 7/14

EX-99.2 3 dex992.htm FREQUENTLY ASKED QUESTIONS Exhibit 99.2 FREQUENTLY ASKED QUESTIONS as of 7/14 Q: Why is this transaction taking place? A: KCI is a financially strong company made up of great people, differentiated global assets and tremendous opportunities for growth. That makes the company naturally attractive to investors and the KCI board of directors has a duty to maximize value for share

THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written co

THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ?Thomson Reuters? and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. FI

FREQUENTLY ASKED QUESTIONS as of 7/14

Exhibit 99.2 FREQUENTLY ASKED QUESTIONS as of 7/14 Q: Why is this transaction taking place? A: KCI is a financially strong company made up of great people, differentiated global assets and tremendous opportunities for growth. That makes the company naturally attractive to investors and the KCI board of directors has a duty to maximize value for shareholders. After a thorough evaluation, the board

THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written co

THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ?Thomson Reuters? and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. FI

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): July 14, 2011 KINETIC CONCEPTS, I

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): July 14, 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

Financial Statements and Exhibits, Other Events

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): July 14, 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

Town Hall

GLOBAL Town Hall Exhibit 99.1 July 14, 2011 Global Town Hall GLOBAL Town Hall 3 A Great Company?s Next Chapter GLOBAL Town Hall value today & tomorrow GLOBAL Town Hall GLOBAL Town Hall years the private public years the KCI Through the Years 6 The Formative Years Private Public Private Public Consolidated Revenue: 1976 1989 1997 2004 2011 $307 $993 $2,018 GLOBAL Town Hall (in millions USD) 7 GLOBA

AGREEMENT AND PLAN OF MERGER CHIRON HOLDINGS, INC., CHIRON MERGER SUB, INC. KINETIC CONCEPTS, INC. Dated as of July 12, 2011 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Sec

Agreement and Plan of Merger Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER among CHIRON HOLDINGS, INC., CHIRON MERGER SUB, INC. and KINETIC CONCEPTS, INC. Dated as of July 12, 2011 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Articles of Incorporation; Bylaws 3 Sec

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): July 12, 2011 KINETIC CONCEPTS, I

Form 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): July 12, 2011 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commiss

Town Hall

EX-99.1 2 dex991.htm TOWN HALL MEETING PRESENTATION SLIDES GLOBAL Town Hall Exhibit 99.1 July 14, 2011 Global Town Hall GLOBAL Town Hall 3 A Great Company’s Next Chapter GLOBAL Town Hall value today & tomorrow GLOBAL Town Hall GLOBAL Town Hall years the private public years the KCI Through the Years 6 The Formative Years Private Public Private Public Consolidated Revenue: 1976 1989 1997 2004 2011

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): July 14, 2011 KINETIC CONCEPTS, I

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): July 14, 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

AGREEMENT AND PLAN OF MERGER CHIRON HOLDINGS, INC., CHIRON MERGER SUB, INC. KINETIC CONCEPTS, INC. Dated as of July 12, 2011 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Sec

EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER among CHIRON HOLDINGS, INC., CHIRON MERGER SUB, INC. and KINETIC CONCEPTS, INC. Dated as of July 12, 2011 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Articles of Incorpor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 12, 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

Financial Statements and Exhibits, Other Events

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): July 14, 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

Talking Points As of 7/13 4 am

Exhibit 99.1 Talking Points As of 7/13 4 am GLT discussions with employees (General) ? We?re a financially strong company made up of great people, differentiated global assets and tremendous opportunities for growth. That makes us naturally attractive to investors. ? A consortium of investors (Apax Partners, Canada Pension Plan Investment Board and the Public Sector Pension Investment Board) appro

Talking Points As of 7/13 4 am

Exhibit 99.1 Talking Points As of 7/13 4 am GLT discussions with employees (General) ? We?re a financially strong company made up of great people, differentiated global assets and tremendous opportunities for growth. That makes us naturally attractive to investors. ? A consortium of investors (Apax Partners, Canada Pension Plan Investment Board and the Public Sector Pension Investment Board) appro

KCI announces agreement to be acquired by consortium including Apax Partners, CPPIB and PSP Investments in transaction valued at $6.3 billion KCI Shareholders to receive $68.50 per share in cash

Exhibit 99.1 For more information, contact: Kevin Belgrade KCI Corporate Communications Office: 210-216-1236 Email: [email protected] Todd Wyatt KCI Investor Relations Office: 210-255-6157 Email: [email protected] KCI announces agreement to be acquired by consortium including Apax Partners, CPPIB and PSP Investments in transaction valued at $6.3 billion KCI Shareholders to receive $68.50 p

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): July 13, 2011 KINETIC CONCEPTS, I

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): July 13, 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

FREQUENTLY ASKED QUESTIONS as of 7/13 5 am

Exhibit 99.2 FREQUENTLY ASKED QUESTIONS as of 7/13 5 am Q: Why is this transaction taking place? A: KCI is a financially strong company made up of great people, differentiated global assets and tremendous opportunities for growth. That makes the company naturally attractive to investors and the KCI board of directors has a duty to maximize value for shareholders. After a thorough evaluation, the b

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): July 13, 2011 KINETIC CONCEPTS, I

FORM 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): July 13, 2011 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commiss

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): July 13, 2011 KINETIC CONCEPTS, I

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): July 13, 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

FREQUENTLY ASKED QUESTIONS as of 7/13 5 am

Exhibit 99.2 FREQUENTLY ASKED QUESTIONS as of 7/13 5 am Q: Why is this transaction taking place? A: KCI is a financially strong company made up of great people, differentiated global assets and tremendous opportunities for growth. That makes the company naturally attractive to investors and the KCI board of directors has a duty to maximize value for shareholders. After a thorough evaluation, the b

1

Exhibit 99.3 To: KCI Employees Worldwide From: Cathy Burzik, President & CEO Date: June 13, 2011 Today, I want to share some important news with you. After thorough deliberations by our board of directors, we have entered into a merger agreement under which a consortium including Apax Partners, Canada Pension Plan Investment Board and the Public Sector Pension Investment Board will acquire KCI. Th

1

Exhibit 99.3 To: KCI Employees Worldwide From: Cathy Burzik, President & CEO Date: June 13, 2011 Today, I want to share some important news with you. After thorough deliberations by our board of directors, we have entered into a merger agreement under which a consortium including Apax Partners, Canada Pension Plan Investment Board and the Public Sector Pension Investment Board will acquire KCI. Th

Financial Statements and Exhibits, Other Events

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): July 13, 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

KCI announces agreement to be acquired by consortium including Apax Partners, CPPIB and PSP Investments in transaction valued at $6.3 billion KCI Shareholders to receive $68.50 per share in cash

PRESS RELEASE Exhibit 99.1 For more information, contact: Kevin Belgrade KCI Corporate Communications Office: 210-216-1236 Email: [email protected] Todd Wyatt KCI Investor Relations Office: 210-255-6157 Email: [email protected] KCI announces agreement to be acquired by consortium including Apax Partners, CPPIB and PSP Investments in transaction valued at $6.3 billion KCI Shareholders to re

Submission of Matters to a Vote of Security Holders

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): May 24, 2011 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission File

Kinetic Concepts, Inc. Announces Plans to Declassify Its Board of Directors

EXHIBIT 99.1 Kinetic Concepts, Inc. Announces Plans to Declassify Its Board of Directors May 16, 2011 (Business Wire) ? Kinetic Concepts, Inc. (NYSE: KCI) announced today that the Board of Directors of KCI has determined that it will amend KCI?s By-Laws prior to the 2012 annual meeting of shareholders to declassify the Board of Directors. KCI?s By-Laws currently provide that the directors are divi

Financial Statements and Exhibits, Other Events

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): May 17, 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 N

Other Events

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): May 9, 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Employer Identificatio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 26, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission Fil

KINETIC CONCEPTS REPORTS FIRST QUARTER 2011 FINANCIAL RESULTS

EXHIBIT 99.1 FOR MORE INFORMATION, CONTACT: Investors: Todd Wyatt Office: 210-255-6157 Wireless: 210-347-3540 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS FIRST QUARTER 2011 FINANCIAL RESULTS First Quarter Highlights - Worldwide revenue of $501.2 million, up from $485.8 million in the prior-year period, as re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ddef14a.htm DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the

CREDIT AGREEMENT Dated as of January 7, 2011 KINETIC CONCEPTS, INC., LIFECELL CORPORATION, KCI USA, INC. as Co-Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The other LENDERS party hereto BANK OF AMERICA

Exhibit 10.48 [Published CUSIP Number: ] CREDIT AGREEMENT Dated as of January 7, 2011 among KINETIC CONCEPTS, INC., LIFECELL CORPORATION, KCI USA, INC. as Co-Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The other LENDERS party hereto BANK OF AMERICA, N.A., and J.P. MORGAN SECURITIES LLC as Joint Bookrunners BANK OF AMERICA, N.A., J.P. MORGAN SECU

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission file number 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Employer Identification No.)

**Confidential treatment requested on certain portions of this agreement. An unredacted version of this agreement has been filed separately with the Securities and Exchange Commission.

EX-10.6 2 exhibit-106.htm FOURTH AMENDMENT TO TOLL MANUFACTURING AGREEMENT DATED EFFECTIVE AUGUST 1, 2010 Exhibit 10.6 **Confidential treatment requested on certain portions of this agreement. An unredacted version of this agreement has been filed separately with the Securities and Exchange Commission. FOURTH AMENDMENT TO TOLL MANUFACTURING AGREEMENT This Fourth Amendment (this “Amendment”) to the

Kinetic Concepts, Inc. List of Subsidiaries December 31, 2010 Name Jurisdiction KCI Medical Australia PTY Ltd. Australia KCI Austria GmbH Austria KCI Medical Belgium Belgium KCI Polymedics Belgium KCI Medical Canada Inc. Canada LifeCell Canada Inc. C

EX-21.1 4 exhibit-211.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Kinetic Concepts, Inc. List of Subsidiaries December 31, 2010 Name Jurisdiction KCI Medical Australia PTY Ltd. Australia KCI Austria GmbH Austria KCI Medical Belgium Belgium KCI Polymedics Belgium KCI Medical Canada Inc. Canada LifeCell Canada Inc. Canada KCI APAC Holding Ltd Cayman Islands KCI Medical Holdings Unlimited Cayman

Other Events

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): February 28, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 16, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchan

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 10)* Kinetic Concepts, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 49460W208 (CUSIP Numbers) Dec

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* KINETIC CONCEPTS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 49460W208 (CUSIP Number) February 2, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

KINETIC CONCEPTS REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS FOR 2010

Exhibit 99.1 FOR MORE INFORMATION, CONTACT: Investors: Todd Wyatt Office: 210-255-6157 Wireless: 210-347-3540 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS FOR 2010 Fourth Quarter Highlights - Worldwide revenue of $527.5 million, up from $526.8 million in the prio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 1, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission F

Exhibit 99.1

Kinectic Concepts, Inc. presentation Exhibit 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): January 10, 2011 Kinetic Concepts

Form 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): January 10, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Com

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 7, 2011 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Employer Identific

KINETIC CONCEPTS REPORTS FINANCIAL RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2010

Exhibit 99.1 FOR MORE INFORMATION, CONTACT: Investors: Todd Wyatt Office: 210-255-6157 Wireless: 210-347-3540 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS FINANCIAL RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2010 Third Quarter Highlights - Worldwide revenue of $506.7 million, up from $504.4 million in

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 26, 2010 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Employer Identification

CREDIT AGREEMENT Dated as of May 19, 2008 KINETIC CONCEPTS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The other LENDERS party hereto BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES

Exhibit 10.1 Execution Version [Published CUSIP Number: ] CREDIT AGREEMENT Dated as of May 19, 2008 among KINETIC CONCEPTS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The other LENDERS party hereto BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BANK, N.A., as

AMENDMENT TOLL MANUFACTURING AGREEMENT

EX-10.2 3 exhibit-102.htm SECOND AMENDMENT TO TOLL MANUFACTURING AGREEMENT Exhibit 10.2 CONFIDENTIAL TREATMENT ** Confidential treatment requested on certain portions of this agreement. An unredacted version of this agreement has been filed separately with the Securities and Exchange Commission. AMENDMENT TO TOLL MANUFACTURING AGREEMENT This Amendment (this “Amendment”) to the Toll Manufacturing A

CONFIDENTIAL TREATMENT ** Confidential treatment requested on certain portions of this agreement. An unredacted version of this agreement has been filed separately with the Securities and Exchange Commission. THIRD AMENDMENT TOLL MANUFACTURING AGREEM

Exhibit 10.3 CONFIDENTIAL TREATMENT ** Confidential treatment requested on certain portions of this agreement. An unredacted version of this agreement has been filed separately with the Securities and Exchange Commission. THIRD AMENDMENT TO TOLL MANUFACTURING AGREEMENT This Third Amendment (this ?Amendment?) to the Toll Manufacturing Agreement, effective as of January 1, 2010 (the ?Amendment Effec

Kinetic Concepts, Inc. 8023 Vantage Drive San Antonio, Texas 78230

CORRESP 1 filename1.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. 1-99

KINETIC CONCEPTS REPORTS SECOND QUARTER AND FIRST HALF 2010 FINANCIAL RESULTS

EXHIBIT 99.1 FOR MORE INFORMATION, CONTACT: Investors: Todd Wyatt Office: 210-255-6157 Wireless: 210-347-3540 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS SECOND QUARTER AND FIRST HALF 2010 FINANCIAL RESULTS Second Quarter Highlights - Worldwide revenue of $497.8 million, up 1% from the prior-year period as r

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2010 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission File

Kinetic Concepts, Inc. 8023 Vantage Drive San Antonio, Texas 78230

Kinetic Concepts, Inc. 8023 Vantage Drive San Antonio, Texas 78230 July 9, 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 Hartz Senior Assistant Chief Accountant RE: Kinetic Concepts, Inc. Form 10-K for Fiscal Year Ended December 31, 2009 File No. 1-9913 Ladies and G

Submission of Matters to a Vote of Security Holders

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): May 27, 2010 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission File

KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN INTERNATIONAL RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHITIB 10.7 Award Number: Grantee Name: KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN INTERNATIONAL RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Award Agreement?) is made and entered into as of (the ?Date of Grant?), by and between Kinetic Concepts, Inc., a Texas corporation (the ?Company?), and [] (the ?Grantee?). Capitalized terms not defined

KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN CASHLESS INTERNATIONAL STOCK OPTION AGREEMENT

EXHIBIT 10.5 Option Number: Optionee Name: KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN CASHLESS INTERNATIONAL STOCK OPTION AGREEMENT THIS AGREEMENT (the ?Option Agreement?) is made and entered into as of , 200 (the ?Date of Grant?), by and between Kinetic Concepts, Inc., a Texas corporation (the ?Company?), and [] (the ?Optionee?). Capitalized terms not defined herein shall have the m

KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHIBIT 10.4 Award Number: Grantee Name: KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Award Agreement") is made and entered into as of , 200 (the "Date of Grant"), by and between Kinetic Concepts, Inc., a Texas corporation (the "Company"), and [] (the "Grantee"). Capitalized terms not defined herein

ADDENDUM TO EXECUTIVE RETENTION AGREEMENT

EXHIBIT 10.1 ADDENDUM TO EXECUTIVE RETENTION AGREEMENT In connection with that Executive Retention Agreement (?Agreement?) executed between Kinetic Concepts, Inc. (the ?Company?) and Marty Landon (?Executive?) and dated as of February 6, 2007, the Company and Executive have agreed that in order for the Agreement to comply with the provisions of Section 409A ("Section 409A") of the Internal Revenue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 Commission File Number: 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State of Incorporation) (I.R.S. Employer Identificatio

KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.2 Option Number: Optionee Name: KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the "Option Agreement") is made and entered into as of , 200 (the "Date of Grant"), by and between Kinetic Concepts, Inc., a Texas corporation (the "Company"), and [] (the "Optionee"). Capitalized terms not defined herein shall have the meaning asc

KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN INTERNATIONAL STOCK OPTION AGREEMENT

EXHIBIT 10.6 Option Number: Optionee Name: KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN INTERNATIONAL STOCK OPTION AGREEMENT THIS AGREEMENT (the ?Option Agreement?) is made and entered into as of (the ?Date of Grant?), by and between Kinetic Concepts, Inc., a Texas corporation (the ?Company?), and [] (the Optionee?). Capitalized terms not defined herein shall have the meaning ascribed

KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

EXHIBIT 10.3 Award Number: Grantee Name: KINETIC CONCEPTS, INC. 2008 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the "Award Agreement") is made and entered into as of , 200 (the "Date of Grant"), by and between Kinetic Concepts, Inc., a Texas corporation (the "Company"), and [] (the "Grantee"). Capitalized terms not defined herein shall have

KINETIC CONCEPTS REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS

EXHIBIT 99.1 FOR MORE INFORMATION, CONTACT: Investors: Adam Rodriguez Office: 210-255-6197 Wireless: 210-861-7969 [email protected] Media: Kevin Belgrade Office: 210-255-6232 Wireless: 210-216-1236 [email protected] KINETIC CONCEPTS REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS First Quarter Highlights - Total worldwide revenue of $485.8 million, up 3% from the prior-year period as repo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2010 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 15, 2010 Kinetic Concepts, Inc. (Exact name of registrant as specified in its charter) Texas 0001-09913 74-1891727 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

Position Title: President, Advanced Wound Care Division Employment Status: Regular Full-Time, Exempt Annual Base Salary: $490,000 ($20,416.66 paid on the 15th and last day of the month) Immediate Supervisor: Catherine Burzik, President & CEO Location

Exhibit 10.48 June 26, 2009 Michael C. Genau 94 Colony Crossing Edgewater, Maryland 21037 Dear Mike, On behalf of KCI, it is a pleasure to confirm the employment offer we recently discussed. The specific terms and conditions of your new position will be as follows: Position Title: President, Advanced Wound Care Division Employment Status: Regular Full-Time, Exempt Annual Base Salary: $490,000 ($20

Executive Retention Agreement

EX-10.49 6 exhibit-1049.htm MIKE GENAU EXECUTIVE RETENTION AGREEMENT Exhibit 10.49 Executive Retention Agreement This Executive Retention Agreement (the "Agreement") is effective as of July 2009 (the "Effective Date"), by and between Michael C. Genau (the "Executive"), and Kinetic Concepts, Inc. ("KCI" or the "Company") (together the "Parties"). RECITALS WHEREAS, the Executive has accepted employm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 kci10k2009.htm KINETIC CONCEPTS, INC. 2009 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 Commission file number 001-09913 KINETIC CONCEPTS, INC. (Exact name of registrant as specified in its charter) Texas 74-1891727 (State

ADDENDUM TO EXECUTIVE RETENTION AGREEMENT

Exhibit 10.30 ADDENDUM TO EXECUTIVE RETENTION AGREEMENT In connection with that Executive Retention Agreement (?Agreement?) executed between Kinetic Concepts, Inc. (the ?Company?) and T.L.V. Kumar (?Executive?) and dated as of December 2007, the Company and Executive have agreed that in order for the Agreement to comply with the provisions of Section 409A ("Section 409A") of the Internal Revenue C

August 27, 2008

EX-10.51 8 exhibit-1051.htm MODIFICATION OF EMPLOYMENT AGREEMENT - COLLERAN Exhibit 10.51 Date: August 27, 2008 To: Lisa Colleran From: R. James Cravens, Senior Vice President, Human Resources /s/ R. James Cravens Subject: Modification of Your Employment Agreement Lisa, in accordance with our discussion, we will make the following amendments to your Employment Agreement dated April 2008 between yo

ADDENDUM TO EXECUTIVE RETENTION AGREEMENT

EX-10.27 3 exhibit-1027.htm ADDENDUM TO EXECUTIVE RETENTION AGREEMENT - SEIDEL Exhibit 10.27 ADDENDUM TO EXECUTIVE RETENTION AGREEMENT In connection with that Executive Retention Agreement (“Agreement”) executed between Kinetic Concepts, Inc. (the “Company”) and Steve Seidel (“Executive”) and dated as of February 2007, the Company and Executive have agreed that in order for the Agreement to comply

EMPLOYMENT AGREEMENT

EX-10.50 7 exhibit-1050.htm EMPLOYMENT AGREEMENT - COLLERAN Exhibit 10.50 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated April 7, 2008 is entered into by and between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millenium Way, Branchburg, New Jersey 08876 (“Employer”), and LISA COLLERAN (“Employee”). Capitalized terms used but not

AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN KINETIC CONCEPTS, INC. AND CATHERINE M. BURZIK

Exhibit 10.21 AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN KINETIC CONCEPTS, INC. AND CATHERINE M. BURZIK Amendment is made this 22nd day of December, 2008, to the Employment Letter issued to Catherine M. Burzik by Kinetic Concepts, Inc. (?Company?). WITNESSETH: WHEREAS, the Company and Catherine M. Burzik (?Executive?) entered into an Employment Agreement dated October 16, 2006

Kinetic Concepts, Inc. List of Subsidiaries December 31, 2009 Name State or Other Jurisdiction of Incorporation or Organization KCI Medical Australia PTY Ltd. Australia KCI Austria GmbH Austria KCI Medical Belgium BVBA Belgium KCI Polymedics Belgium

EX-21.1 9 exhibit-211.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Kinetic Concepts, Inc. List of Subsidiaries December 31, 2009 Name State or Other Jurisdiction of Incorporation or Organization KCI Medical Australia PTY Ltd. Australia KCI Austria GmbH Austria KCI Medical Belgium BVBA Belgium KCI Polymedics Belgium KCI Medical Canada Inc. Canada LifeCell Canada Inc. Canada KCI APAC Holdings Ltd

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchan

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 9)* Kinetic Concepts, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 49460W208 (CUSIP Numbers) Dece

UNITED STATES

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