<PAGE> 1
As filed with the Securities and Exchange Commission on May 26, 1995
Registration No. 33- ________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KINETIC CONCEPTS, INC.
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(Exact name of issuer as specified in its charter)
TEXAS 74-1891727
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8023 Vantage Drive, San Antonio, Texas 78230
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(Address of principal executive offices)(Zip Code)
1987 Kinetic Concepts, Inc.
Key Contributor Stock Option Plan
---------------------------------
(Full title of the plan)
With copy to:
James R. Leininger, M.D. Dennis E. Noll, Esq.
Chairman of the Board General Counsel and Vice President
KINETIC CONCEPTS, INC. KINETIC CONCEPTS, INC.
8023 Vantage Drive 8023 Vantage Drive
San Antonio, Texas 78230 San Antonio, Texas 78230
(210) 524-9000 (210) 524-9000
- --------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(2) Offering Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, 1,250,000 $7.00 $8,750,000 $3,017.25
par value $.001 shares(1)
per share
</TABLE>
(1) These 1,250,000 shares of common stock are registered hereby to be issued
in connection with the Plan, in addition to the 4,500,000 shares which are
already registered to be issued in connection with the Plan, plus such
indeterminate number of additional shares of common stock as may be issuable by
reason of the operation of the anti-dilution provisions of the options.
(2) In accordance with Rule 457(h), the Proposed Maximum Offering Price Per
Share is $7.00, which is the closing sale price reported on the Nasdaq National
Market on May 22, 1995, which is the price used solely for the purpose of
calculating the registration fee.
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1
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The contents of the Registration Statement on Form S-8 under the
Securities Act of 1933 of Kinetic Concepts, Inc. previously filed with the
Securities and Exchange Commission on January 19, 1989 (Registration No.
33-26672) are hereby incorporated herein by reference.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in San Antonio, Texas on May 25, 1995.
KINETIC CONCEPTS, INC.
By: /s/ James R. Leininger
------------------------------
James R. Leininger, M.D.
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each person whose signature
appears hereinbelow constitutes and appoints JAMES R. LEININGER, M.D., RAYMOND
R. HANNIGAN or DENNIS E. NOLL, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
3
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on May 25, 1995.
<TABLE>
<CAPTION>
Signature Name and Title Date
--------- --------------------- ----
<S> <C> <C>
/s/ James R. Leininger Chairman of the Board May 25, 1995
- ------------------------------ (Principal Executive
James R. Leininger, M.D. Officer)
/s/ Raymond R. Hannigan Director, President May 25, 1995
- ------------------------------ and Chief Executive
Raymond R. Hannigan Officer (Principal
Executive Officer)
/s/ Bianca A. Rhodes Chief Financial Officer May 25, 1995
- ------------------------------ and Senior Vice
Bianca A. Rhodes President/Finance
and Corporate
Development (Principal
Financial Officer and
Principal Accounting
officer)
/s/ Peter A. Leininger Director May 25, 1995
- ------------------------------
Peter A. Leininger, M.D.
/s/ Sam A. Brooks Director May 25, 1995
- ------------------------------
Sam A. Brooks
/s/ Frank A. Ehmann Director May 25, 1995
- ------------------------------
Frank A. Ehmann
/s/ Bernhard Mittemeyer Director May 25, 1995
- ------------------------------
Bernhard Mittemeyer, M.D.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------- ----------------------------------- ----
<S> <C> <C>
5 .1 Opinion of Dennis E. Noll, Esq. ___
as to the legality of the Common
Stock being registered
(filed herewith)
23.1 Consent of KPMG Peat Marwick LLP ___
(filed herewith)
23.2 Consent of Dennis E. Noll, Esq. is *
included in Exhibit 5.1 filed herewith
</TABLE>
____________________
* Not applicable
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EXHIBIT 5.1
(512) 524-9000 May 25, 1995
Kinetic Concepts, Inc.
8023 Vantage Drive
San Antonio, Texas 78230
Re: Registration Statement on Form S-8 for the 1987
Kinetic Concepts, Inc. Key Contributor Stock Option Plan
Gentlemen:
I have acted as counsel to Kinetic Concepts, Inc. (the "Company") in
connection with the preparation for filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to an aggregate of 1,250,000 shares (the "Shares") of common
stock, par value $.001 per share, of the Company ("Common Stock"). The Shares
are issuable pursuant to the 1987 Kinetic Concepts, Inc. Key Contributor Stock
Option Plan (the "Plan).
I have examined such corporate records, documents, instruments and
certificates of the Company as I have deemed necessary, relevant or appropriate
to enable me to render the opinion expressed herein. In such examination, I
have assumed the genuineness of all signatures and the authenticity of all
documents, instruments, records and certificates submitted to us as copies or
originals.
Based upon the foregoing, I am of the opinion that the Shares will
have been duly authorized and legally issued and will constitute fully paid and
nonassessable shares of Common Stock of the Company when issued in accordance
with the Plan.
<PAGE> 2
Kinetic Concepts, Inc.
May 25, 1995
Page 2
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, the rules or regulations of the Securities
and Exchange Commission promulgated thereunder or any similar provisions of any
state securities laws or regulations.
Very truly yours,
/s/ Dennis E. Noll
-------------------------
Dennis E. Noll, Esq.
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EXHIBIT 23.1
ACCOUNTANT'S CONSENT
The Board of Directors
Kinetic Concepts, Inc.
We consent to the use of our reports incorporated herein by reference.
Our reports refer to a change in the method of accounting for income taxes in
1993 and a change in the method of applying overhead to inventory in 1994.
KPMG PEAT MARWICK LLP
San Antonio, Texas
May 25, 1995
