-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgANwzlCoQI6uVHvBLiG1VgGzWYGiHcVL+IQ4CkR6hNW4skWzDs6PQV68j6gOSyX n8DLklmYFKOuswLYH7KV/A== 0001005477-08-003952.txt : 20080604 0001005477-08-003952.hdr.sgml : 20080604 20080604191909 ACCESSION NUMBER: 0001005477-08-003952 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080519 FILED AS OF DATE: 20080604 DATE AS OF CHANGE: 20080604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIFECELL CORP CENTRAL INDEX KEY: 0000849448 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 760172936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MILLENNIUM WAY CITY: BRANCHBURG STATE: NJ ZIP: 08876 BUSINESS PHONE: 9089471100 MAIL ADDRESS: STREET 1: ONE MILLENNIUM WAY CITY: BRANCHBURG STATE: NJ ZIP: 08876 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TYLER BRAD CENTRAL INDEX KEY: 0001166779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19890 FILM NUMBER: 08881698 BUSINESS ADDRESS: BUSINESS PHONE: 7136211897 MAIL ADDRESS: STREET 1: ONE MILLENNIUM WAY CITY: BRANCHBURG STATE: NJ ZIP: 08876 4 1 edgar123.xml FORM 4 X0202 4 2008-05-19 1 0000849448 LIFECELL CORP LIFC 0001166779 TYLER BRAD LIFECELL CORPORATION ONE MILLENNIUM WAY BRANCHBURG NJ 08876 0 0 0 1 Controller Common Stock 2008-05-19 4 D 0 2932 51.00 D 0 D Common Stock Options 43.43 2008-05-19 4 D 0 3312 0 D 2018-01-01 Common Stock 3312 0 D Common Stock Options 23.45 2008-05-19 4 D 0 2391 0 D 2017-01-02 Common Stock 2391 0 D Common Stock Options 19.25 2008-05-19 4 D 0 1421 0 D 2016-01-03 Common Stock 1421 0 D Common Stock Options 19.25 2008-05-19 4 D 0 1422 0 D 2016-01-03 Common Stock 1422 0 D Common Stock Options 10.16 2008-05-19 4 D 0 1563 0 D 2014-12-06 Common Stock 1563 0 D Restricted Stock Units 0 2008-05-19 4 D 0 4156 0 D Common Stock 4156 0 D Restricted Stock Units 0 2008-05-19 4 D 0 2500 0 D Common Stock 2500 0 D Restricted Stock Units 0 2008-05-19 4 D 0 1062 0 D Common Stock 1062 0 D Pursuant to the Agreement and Plan of Merger by and among Kinetic Concepts, Inc. ("Parent"), Leopard Acquisition Sub, Inc. (the "Purchaser") and LifeCell Corporation (the "Company") dated April 7, 2008 (the "Merger Agreement"), on May 19, 2008, the Purchaser purchased all of the Company's outstanding shares of common stock, par value $0.001 per share (the "Shares"), that were validly tendered and not withdrawn at a purchase price of $51.00 per Share, net to the seller in cash (the "Offer Price"). Pursuant to the Merger Agreement, each option to purchase Shares was automatically converted into the right to receive a cash payment (without interest) equal to the product of (i) the excess, if any, of (x) the Offer Price over (y) the per Share exercise price of such option, and (ii) the number of Shares subject to such option as of the Effective Time (as defined in the Merger Agreement). Pursuant to the Merger Agreement, Restricted Stock Units vested (as more fully explained in the Merger Agreement) and were automatically converted into the right to receive the Offer Price as of the Effective Time. /s/ Brad Tyler 2008-06-02 -----END PRIVACY-ENHANCED MESSAGE-----