Lifecell Corp - Amended Statement of Ownership: Solicitation (SC 14D9/A)
12 Mai 2008 - 11:21PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
LIFECELL CORPORATION
(Name of Subject Company)
LIFECELL CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
531927101
(CUSIP Number of Class of
Securities)
Paul G. Thomas
Chairman of the Board, President and Chief Executive Officer
LifeCell Corporation
One Millennium Way
Branchburg, New
Jersey 08876
(908) 947-1100
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person
filing statement)
Copies to:
Alan Wovsaniker, Esq.
Steven M. Skolnick, Esq.
Lowenstein Sandler PC
65 Livingston
Avenue
Roseland, NJ 07068
(973) 597-2500
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Check the box if the filing relates to preliminary communications made before the commencement date of a tender offer.
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Introduction
This Amendment No. 5 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the
Schedule 14D-9
) originally filed with the U.S. Securities and
Exchange Commission (the
SEC
) by LifeCell Corporation, a Delaware corporation (the
Company
), on April 21, 2008, as amended by Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Company on
April 21, 2008, Amendment No. 2 to the Schedule 14D-9 filed with the SEC by the Company on April 25, 2008, Amendment No. 3 to the Schedule 14D-9 filed with the SEC by the Company on April 30, 2008 and Amendment No. 4 to
the Schedule 14D-9 filed with the SEC by the Company on May 9, 2008. Except as otherwise noted, the information set forth in the original Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed
to them in the Schedule 14D-9.
ITEM 8.
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ADDITIONAL INFORMATION
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As
disclosed in Item 8 Additional InformationCertain Litigation of the Schedule 14D-9, subsequent to the announcement of the Merger Agreement, on April 14, 2008, a purported stockholders class action complaint,
captioned
Richard Bauer v. LifeCell Corporation et al
., was filed by a stockholder of the Company in the Chancery Division of the Superior Court of New Jersey in Somerset County, naming the Company, its directors and KCI as defendants. The
complaint alleged causes of action against the Company and its directors for breach of fiduciary duties in connection with the proposed acquisition of the Company by KCI and claims against the Company and KCI for aiding and abetting the alleged
breach. The complaint sought relief including, among other things, (i) preliminary and permanent injunctions prohibiting consummation of the Offer and the Merger and (ii) payment of the plaintiffs costs and expenses, including
attorneys and experts fees.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented to include the following
information:
On May 9, 2008, the parties to the purported stockholders class action complaint executed a
memorandum of understanding (the
MOU
), pursuant to which the purported stockholder class action lawsuit will be resolved. The MOU provides that the Company will file an amended Schedule 14D-9 containing additional disclosures
regarding the Offer and the Merger. Such amendment was filed by the Company with the SEC on May 9, 2008. The MOU resolves the allegations by the plaintiffs against the defendants in connection with the proposed acquisition, and includes no
admission of wrongdoing. The settlement outlined in the MOU is subject to, among other things, (i) drafting and execution of a formal stipulation of settlement and such other documentation as may be required to obtain final court approval of
the settlement, (ii) consummation of the Merger and (iii) final court approval of the settlement and entry of a final order and judgment by the court dismissing the action with prejudice on the merits and providing for such release
language as is contained in the settlement documents.
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.
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LIFECELL CORPORATION
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By:
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/s/ Steven T. Sobieski
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Steven T. Sobieski
Chief Financial
Officer
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Date: May 12, 2008
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