Lifecell Corp - Amended Statement of Ownership: Solicitation (SC 14D9/A)
April 21 2008 - 3:24PM
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. 1)
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:
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Alan Wovsaniker, Esq.
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Steven M. Skolnick, Esq.
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Lowenstein Sandler PC
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65 Livingston Avenue
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Roseland, NJ 07068
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(973) 597-2500
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¨
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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. 1 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. 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 9.
EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
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(a
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)(5)(vi)
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Joint Press Release Issued by KCI and the Company on April 21, 2008 Announcing Commencement of Tender Offer.
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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.
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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
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Chief Financial Officer
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Date: April 21, 2008
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