Table of Contents
As filed with the Securities and Exchange Commission on November 10, 2008.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE SECURITIES ACT OF 1933
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 51-0317849 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
(Address of principal executive offices)
PLAINSBORO, NEW JERSEY 08536
(Address of principal executive offices)
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
(full title of the plan)
AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
(full title of the plan)
| Copy to: | ||
| John B. Henneman, III | Thomas E. Keim, Jr., Esq. | |
| Executive Vice President, Finance and | Latham & Watkins LLP | |
| Administration, and Chief Financial Officer | Sears Tower, Suite 5800 | |
| Integra LifeSciences Holdings Corporation | 233 South Wacker Drive | |
| 311 Enterprise Drive | Chicago, Illinois 60606 | |
| Plainsboro, New Jersey 08536 | (312) 876-7700 | |
| (609) 275-0500 | Counsel to Registrant |
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
| Proposed | ||||||||||||||
| Proposed Maximum | Maximum | Amount of | ||||||||||||
| Title of Each Class of | Amount to be | Offering Price | Aggregate | Registration | ||||||||||
| Securities to be Registered | Registered (1) | Per Share (2) | Offering Price | Fee | ||||||||||
Common Stock, par value
$0.01 per share |
750,000 shares | $37.34 | $28,005,000.00 | $1,100.60 | ||||||||||
| (1) | This Registration Statement registers 750,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Integra LifeSciences Holdings Corporation (the “Company”) for issuance pursuant to the Integra LifeSciences Holdings Corporation Amended and Restated 2003 Equity Incentive Plan, as amended (the “Plan”), an employee benefit plan, in addition to the 1,500,000 shares of Common Stock which were registered under the Plan on Form S-8 (File No. 333-127488) and the 2,500,000 shares of Common Stock which were registered under the Plan on Form S-8 (File No. 333-109042) filed with the Securities Exchange Commission on August 12, 2005 and September 23, 2003, respectively (together, the “Prior Forms S-8”). The contents of the Prior Forms S-8 are incorporated into this Registration Statement by reference. The total number of shares of Common Stock registered under this Registration Statement and under the Prior Forms S-8 equals 4,750,000 shares. In addition, pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Company’s Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind, or other like change in capital structure. | |
| (2) | Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum Offering Price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low market prices for the Common Stock reported in the NASDAQ Global Market on November 5, 2008 ($37.34). |
TABLE OF CONTENTS
Table of Contents
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the “Commission”)
by the Company are incorporated as of their respective dates in this Registration Statement by
reference:
| (a) | the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on May 16, 2008, and Form 10-K/A for the year ended December 31, 2007, filed on July 31, 2008. | ||
| (b) | the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on June 4, 2008. | ||
| (c) | the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 11, 2008. | ||
| (d) | the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on November 7, 2008. | ||
| (e) | the Company’s Definitive Proxy Statement on Schedule 14A filed on May 10, 2008 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
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| (f) | the Company’s Registration Statement on Form S-8 (File No. 333-127488), filed on August 12, 2005. | ||
| (g) | the Company’s Registration Statement on Form S-8 (File No. 333-109042), filed on September 23, 2003. | ||
| (h) | the Company’s Current Reports on Form 8-K filed on January 22, 2008, February 29, 2008, March 3, 2008, March 5, 2008, March 17, 2008, March 24, 2008, April 30, 2008, May 13, 2008, May 15, 2008, May 16, 2008, May 19, 2008, May 23, 2008, June 4, 2008, June 6, 2008, July 11, 2008, July 24, 2008, August 1, 2008, August 4, 2008, August 11, 2008, November 5, 2008 and November 7, 2008, and the Company’s Current Reports on Form 8-K/A filed on January 14, 2008 and October 17, 2008. | ||
| (i) | all other reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2007. |
All documents subsequently filed by the Company or by the Plan pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from their dates of filing; except as to any portion of any current report
furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
Any statement contained in a document incorporated or deemed to be incorporated by reference
in this Registration Statement is deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration Statement or
in any subsequently filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Under no circumstances will any information filed under Items 2.02 or 7.01 of Form 8-K be
deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Not required to be filed with this Registration Statement.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
| Exhibit | ||
| Number | Description of Exhibit | |
4.4
|
Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006) | |
4.8
|
Integra LifeSciences Holdings Corporation Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2008) | |
4.9
|
Amendment to the Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 11, 2008) | |
5.1
|
Opinion of Latham & Watkins LLP | |
23.1
|
Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
23.2
|
Consent of PricewaterhouseCoopers LLP | |
24.1
|
Power of Attorney (included in the signature page hereto) |
Item 9. Undertakings
Not required to be filed with this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the city of Plainsboro, New Jersey, on November 10, 2008.
| INTEGRA LIFESCIENCES HOLDINGS CORPORATION |
||||
| By: | /s/ John B. Henneman, III | |||
| John B. Henneman, III | ||||
| Executive Vice President, Finance and Administration, and Chief Financial Officer |
||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby
constitutes and appoints Stuart M. Essig and John B. Henneman, III and each acting alone, his true
and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for
him and in his name, place and stead, in any and all capacities, to sign any or all amendments or
supplements to this Registration Statement and to file the same with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any amendments or supplements
hereto in and about the premises, 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, each acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in their respective capacities with Integra LifeSciences Holdings
Corporation and on the dates indicated.
| Signatures | Titles | Date | ||
| /s/ Stuart M. Essig
|
President, Chief Executive Officer and Director (Principal Executive Officer) | November 10, 2008 | ||
| /s/ John B. Henneman, III
|
Executive Vice President, Finance and Administration, and Chief Financial Officer (Principal Financial Officer) | November 10, 2008 | ||
| /s/ Jerry E. Corbin
|
Vice President and Corporate Controller (Principal Accounting Officer) | November 10, 2008 | ||
| /s/ Richard E. Caruso, Ph.D.
|
Chairman of the Board | November 10, 2008 | ||
| /s/ Thomas J. Baltimore, Jr.
|
Director | November 10, 2008 | ||
| /s/ Keith Bradley, Ph.D.
|
Director | November 10, 2008 | ||
| /s/ Neal Moszkowski
|
Director | November 10, 2008 | ||
| /s/ Christian Schade
|
Director | November 10, 2008 | ||
| /s/ James M. Sullivan
|
Director | November 10, 2008 | ||
| /s/ Anne M. VanLent
|
Director | November 10, 2008 |
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LIST OF EXHIBITS
| Exhibit | ||
| Number | Description of Exhibit | |
4.4
|
Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006) | |
4.8
|
Integra LifeSciences Holdings Corporation Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2008) | |
4.9
|
Amendment to the Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 11, 2008) | |
5.1
|
Opinion of Latham & Watkins LLP | |
23.1
|
Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
23.2
|
Consent of PricewaterhouseCoopers LLP | |
24.1
|
Power of Attorney (included in the signature page hereto) |
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Exhibit 5.1
| Sears Tower, Suite 5800 | ||||
| 233 S. Wacker Dr. | ||||
| Chicago, Illinois 60606 | ||||
| Tel: +1.312.876.7700 Fax: +1.312.993.9767 | ||||
| www.lw.com | ||||
 |
FIRM / AFFILIATE OFFICES | |||
| Barcelona | New Jersey | |||
| Brussels | New York | |||
| Chicago | Northern Virginia | |||
| Dubai | Orange County | |||
| Frankfurt | Paris | |||
November 10, 2008
|
Hamburg | Rome | ||
| Hong Kong | San Diego | |||
| London | San Francisco | |||
| Los Angeles | Shanghai | |||
| Madrid | Silicon Valley | |||
| Milan | Singapore | |||
| Moscow | Tokyo | |||
| Munich | Washington, D.C. | |||
Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey 08536
311 Enterprise Drive
Plainsboro, New Jersey 08536
| Re: | Registration Statement on Form S-8 with respect to 750,000 shares of Common Stock, par value $0.01 per share |
Ladies and Gentlemen:
We have acted as counsel to Integra LifeSciences Holdings Corporation, a Delaware corporation
(the “Company”), in connection with the proposed issuance of up to 750,000 shares of common stock,
$0.01 par value per share (the “Shares”), issuable under the Integra LifeSciences Holdings
Corporation Amended and Restated 2003 Equity Incentive Plan, as amended (the “Plan”). The Shares
are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended
(the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 10,
2008 (the “Registration Statement”). This opinion is being furnished in connection with the
requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein
as to any matter pertaining to the contents of the Registration Statement, other than as expressly
stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters. We are opining herein as to the General
Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof, when the Shares have been issued by the Company against payment therefor (not less
than par value) in the manner contemplated by the Registration Statement and in accordance with the
terms of the Plan, and subject to the Company completing all action and proceedings required on its
part to be taken prior to the issuance of the Shares pursuant to the terms of the Plan and the
Registration Statement, the issue and sale of the Shares will have been duly
authorized by all
necessary corporate action of the Company, and the Shares will be validly issued, fully paid and
nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8
of our report dated May 16, 2008 relating to the financial statements and the effectiveness of
internal control over financial reporting, which appears in Integra LifeSciences Holdings
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 7, 2008
November 7, 2008
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