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 3, 2006
Kinetic Concepts, Inc.
(Exact name of registrant as specified in its charter)
Texas 0001-09913 74-1891727
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
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
(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 8.01. Other Events
On April 3, 2006, Kinetic Concepts, Inc. ("KCI" or the "Company") announced
that it reached agreement with Paul Hartmann AG for the withdrawal of the
patent appeal pending before the European Patent Office ("EPO") Board of
Appeals. The proceedings involved a Wake Forest European V.A.C.(R) patent
licensed to KCI. As a result of the withdrawals, the patent opposition
proceedings were terminated, and the EPO's 2004 decision upholding and
construing the patent will remain in place.
KCI and Hartmann also signed a letter of intent pursuant to which they plan to
enter into a strategic cooperation for the distribution and rental of KCI's
V.A.C.(R) line of products in Eastern Europe and for the co-promotion of
V.A.C.(R) products in the Swiss and German home-care markets. Under the terms
of the letter of intent, the parties have agreed to enter into various
agreements embodying the cooperation. In the event that the parties cannot
reach one or more definitive agreements on the strategic relationships, KCI has
agreed to pay Hartmann a specified sum of up to $2.25 million.
A copy of the press release announcing the agreement is attached as Exhibit
99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated April 3, 2006, entitled "KCI Announces
Agreement with Paul Hartmann AG".
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.
Date: April 4, 2006 By: /s/ Martin J. Landon
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Name: Martin J. Landon
Title: Vice President, Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated April 3, 2006, entitled "KCI Announces
Agreement with Paul Hartmann AG".
Exhibit 99.1
Contacts: Martin J. Landon - Investors
KCI
(210) 255-6494
Elliot Sloane - Media
Sloane & Company
(212) 446-1860
KCI ANNOUNCES AGREEMENT WITH PAUL HARTMANN AG
SAN ANTONIO--(BUSINESS WIRE)--April 3, 2006--Kinetic Concepts, Inc. (NYSE:KCI)
announced today that it has reached agreement with Paul Hartmann AG for the
withdrawal of the patent appeal pending before the European Patent Office
("EPO") Board of Appeals. The proceedings, which were effectively terminated on
April 3, 2006, involved a Wake Forest European V.A.C.(R) patent licensed to
KCI.
As a result of the withdrawals, the patent opposition proceedings have been
terminated and the EPO's 2004 decision upholding and construing the patent will
remain in place. The EPO's 2004 decision established a range of pressures
covered by the patent claims from 7.6 - 752 millimeters of mercury (mmHg) of
negative pressure and provided that the "screen means" term describing the
dressing is an open-cell polymer foam. V.A.C.(R) systems typically operate
between 50 and 200 mmHg of negative pressure, with a default setting of 125
mmHg.
KCI and Hartmann also signed a letter of intent pursuant to which they plan to
enter into a strategic cooperation for the distribution and rental of KCI's
V.A.C.(R) line of products in Eastern Europe and for the co-promotion of
V.A.C.(R) products in the Swiss and German home-care markets.
"We are very pleased to resolve the European patent opposition and we are
looking forward to working with Hartmann to introduce V.A.C.(R) into the
Eastern European markets through their existing country organizations and sales
networks there," said Dennert O. Ware, KCI's President and CEO. "Hartmann is a
renowned company in Europe and has well-developed sales organizations in the
Swiss and German home-care settings, which we believe will help increase
V.A.C.(R) penetration in those countries."
Under the terms of the letter of intent, the parties have agreed to enter into
various agreements embodying the cooperation. In the event that the parties
cannot reach one or more definitive agreements on the strategic relationships,
KCI has agreed to pay Hartmann specified sums of up to $2.25 million.
About KCI
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Kinetic Concepts, Inc. is a global medical technology company with leadership
positions in advanced wound care and therapeutic surfaces. We design,
manufacture, market and service a wide range of proprietary products that can
improve clinical outcomes while helping to reduce the overall cost of patient
care. Our advanced wound care systems incorporate our proprietary V.A.C.(R)
technology, which has been clinically demonstrated to help promote wound
healing and can help reduce the cost of treating patients with serious wounds.
Our therapeutic surfaces, including specialty hospital beds, mattress
replacement systems and overlays, are designed to address pulmonary
complications associated with immobility and to prevent skin breakdown. We have
an infrastructure designed to meet the specific needs of medical professionals
and patients across all health care settings including acute care hospitals,
extended care facilities and patients' homes both in the United States and
abroad.
Forward-Looking Statements
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This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, as amended, including
statements regarding the future impact or potential success of a strategic
cooperation with Hartmann. We may be unable to successfully agree to the terms
of a cooperation, and we may not successfully market our products as
anticipated. All forward-looking statements included in this document are based
upon information available to KCI as of the date hereof and KCI assumes no
obligation to update any such forward-looking statements.