UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 13, 2007
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction of (Commission File Number) (I.R.S.Employer
incorporation or organization) Identification No.)
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 275-0500
Not Applicable
(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 obligation 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 July 13, 2007, Integra LifeSciences Holdings Corporation (the "Company")
announced the creation of its Medical Instrument selling organization, the
formation of Integra Pain Management and the elimination of its recently
acquired Bimeco operations.
A copy of the press release is attached as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description of Exhibit
- ---------- ----------------------
99.1 Press release, dated July 13, 2007, issued by Integra LifeSciences
Holdings Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: July 13, 2007
By: /s/ Stuart M. Essig
-------------------------------
Stuart M. Essig
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
99.1 Press Release, dated July 13, 2007, issued by Integra LifeSciences
Holdings Corporation.
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III John Bostjancic
Executive Vice President Vice President, Corporate Development
Chief Administrative Officer and Investor Relations
(609) 936-2481 (609) 936-2239
jhenneman@Integra-LS.com jbostjancic@Integra-LS.com
INTEGRA LIFESCIENCES ANNOUNCES CREATION OF MEDICAL INSTRUMENT
SELLING ORGANIZATION, FORMATION OF INTEGRA PAIN
MANAGEMENT, AND ELIMINATION OF BIMECO OPERATIONS
Plainsboro, New Jersey / July 13, 2007/ -- Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today the formation of its Medical
Instrument selling organization. The Medical Instrument selling organization
consists of Miltex (R) instruments, Jarit (R) instruments, Luxtec(R) surgical
lighting and distribution, and Integra Pain Management operations. Bob Perrett,
who came to Integra through the Miltex acquisition one year ago, has been
appointed the president. He will report to Jack Henneman, Integra's executive
vice president and chief administrative officer and be advised by Howard Jamner,
chairman of Jarit surgical instruments.
"In connection with the acquisitions of LXU Healthcare, Inc. (LXU) and Physician
Industries we reviewed our distribution operations for possible restructuring,"
said Mr. Perrett. "When this restructuring is completed, we will sell our
products through an integrated Acute Care sales organization, an Alternate Site
sales organization, and to pain management customers."
Integra also announced that it will wind down its recently acquired Bimeco
operations. Bimeco was acquired in May of this year as part of Integra's
acquisition of LXU, and was a distributor of critical care products with direct
sales coverage in the southeastern United States. The assets of the Bimeco
operations consist primarily of inventory.
Integra previously announced that it expected to wind down certain products of
LXU which are not core to its business. Integra expects to integrate LXU's
administrative and distribution operations into Integra's existing
infrastructure and generate cost savings.
In addition, Integra announced that it was combining the operations of Physician
Industries, its recently acquired pain management business, with its Spinal
Specialties product lines. Renamed "Integra Pain Management," the operation
assembles and markets a comprehensive line of pain management products for acute
and chronic pain, including customized trays for spinal, epidural, nerve block,
and biopsy procedures.
Integra also announced the impairment of certain long-lived assets unrelated to
the integration. These include the write-off of certain non-current assets
associated with the EnduraTM product line, which was recalled during the second
quarter, as well as intangible assets associated with its Neurosensor(TM)
product line. These assets became impaired based on certain events and
management decisions during the quarter. The Company is finalizing its
assessment of the other intangibles. The pre-tax impact associated with these
charges is estimated to fall between $2.5 and $3.5 million and will be finalized
and reported by Integra in its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007.
Including charges related to the acquisitions as well as the other charges noted
above, Integra expects to incur charges of approximately $3.5 to $5 million in
the second quarter.
"We expect a positive impact from the restructuring activities surrounding the
LXU and Physician Industries acquisitions with projected cost savings, as
compared to historical results, of approximately $1.5 million per year for 2008
and beyond," said Stuart M. Essig, Integra's President and Chief Executive
Officer.
In the future Integra may record certain additional expenses or charges (such as
acquisition-related charges, facility consolidation, manufacturing transfer
system integration charges, and certain employee termination and related costs)
that we will exclude in the calculation of adjusted earnings per share for
historical periods and in providing adjusted earnings per share guidance.
Integra LifeSciences Holdings Corporation, a world leader in regenerative
medicine, is dedicated to improving the quality of life for patients through the
development, manufacturing, and marketing of cost-effective surgical implants
and medical instruments. Our products are used primarily in neurosurgery,
extremity reconstruction, orthopedics and general surgery to treat millions of
patients every year. Integra's headquarters are in Plainsboro, New Jersey, and
we have research and manufacturing facilities throughout the world. Please visit
our website at (http://www.Integra-LS.com).
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, statements concerning the discontinuation of
certain businesses and expectations for newly acquired businesses and the
expected impact of restructuring initiatives on Integra's future financial
results. Such forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from predicted or expected
results. Among other things, Integra may not achieve the cost savings expected
to result from these restructuring initiatives. In addition, the economic,
competitive, governmental, technological and other factors identified under the
heading "Risk Factors" included in item IA of Integra's Annual Report on Form
10-K for the year ended December 31, 2006 and information contained in
subsequent filings with the Securities and Exchange Commission could affect
actual results.
IART-F Source: Integra LifeSciences Holdings Corporation