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 26, 2005
Kinetic Concepts, Inc.
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(Exact name of registrant as specified in its charter)
TEXAS 0001-09913 74-1891727
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8023 Vantage Drive
San Antonio, Texas 78230
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 524-9000
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On January 26, 2005, Kinetic Concepts Inc. ("KCI"), Dr. James R. Leininger,
Fremont Partners, L.P., Blum Capital Partners L.P. and their respective related
entities (collectively, the "Shareholders") executed an Amended And Restated
Agreement Among Shareholders (the "Agreement"). The Agreement supercedes the
prior Agreement Among Shareholders, dated November 5, 1997, as amended (the
"Prior Agreement").
The Agreement eliminates, among other things, the preemptive, drag-along and
tag-along rights as well as the lockup, transfer and distribution restrictions
contained in the Prior Agreement. In addition, the registration rights have
been substantially simplified. As revised, KCI is required upon demand to file
a shelf registration statement permitting the continuous resale from time to
time of the shares owned by the Shareholders and to facilitate one underwritten
take-down therefrom in each of calendar 2005 and 2006, subject to specified
extensions and exceptions.
Fremont Partners, L.P. and its related parties are affiliated with Robert
Jaunich and James Farrell, directors of KCI. Blum Capital Partners, L.P. and
its related parties are affiliated with Colin Lind, also a director of KCI.
Finally, Dr. Leininger is a director of KCI.
A copy of the Agreement is attached as Exhibit 10.1 to this Current Report on
Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Amended And Restated Agreement Among Shareholders, dated January 26, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KINETIC CONCEPTS, INC.
(REGISTRANT)
Date: January 26, 2005 By: /s/ Dennis Noll
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Name: Dennis Noll
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Amended And Restated Agreement Among Shareholders, dated
January 26, 2005.
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