UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 27, 2012
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-26224 | 51-0317849 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 27, 2012, Thomas J. Baltimore, Jr. notified the Board of Directors of Integra LifeSciences Holdings Corporation (the “Company”) that he was resigning as a member of the Company’s Board of Directors, effective August 27, 2012. A copy of Mr. Baltimore’s letter to the Board of Directors is attached as Exhibit 17.1 to this Current Report on Form 8-K and is incorporated by reference into this Item.
Following Mr. Baltimore’s resignation, on August 27, 2012, the Company’s Board of Directors reduced the number of members of the Board of Directors from ten (10) to nine (9).
ITEM 7.01 REGULATION FD DISCLOSURE
On August 27, 2012, the Company issued a press release announcing the resignation of Mr. Baltimore from the Company’s Board of Directors and the appointment of Christian S. Schade to the Compensation Committee. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| 17.1 | Letter, dated August 27, 2012, from Thomas J. Baltimore, Jr. to Board of Directors of Integra LifeSciences Holdings Corporation | |
| 99.1 | Press release, dated August 27, 2012, 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: August 27, 2012 | By: | /s/ John B. Henneman, III | ||
| John B. Henneman, III | ||||
| Title: | Executive Vice President, | |||
| Finance and Administration, and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 17.1 | Letter, dated August 27, 2012, from Thomas J. Baltimore, Jr. to Board of Directors of Integra LifeSciences Holdings Corporation | |
| 99.1 | Press release, dated August 27, 2012, issued by Integra LifeSciences Holdings Corporation | |
Exhibit 17.1
August 27, 2012
Integra LifeSciences Holdings Corporation
Board of Directors
311 Enterprise Drive
Plainsboro, NJ 08536
Attention: Mr. Stuart M. Essig, Chairman of the Board of Directors
Dear Stuart:
This letter is to notify you of my resignation, effective immediately, as a member of the Board of Directors of Integra LifeSciences Holdings Corporation. My decision to resign was not the result of any disagreement with Integra’s management or auditors on any matter relating to the Integra’s operations, policies or practices.
It has been a great pleasure working with you over the last five years. I wish you and Integra continued success.
| Very truly yours, |
| /s/ Thomas J. Baltimore, Jr. |
| Thomas J. Baltimore, Jr. |
Exhibit 99.1
News Release
Contact:
Integra LifeSciences Holdings Corporation
| John B. Henneman, III |
Angela Steinway | |
| Executive Vice President, Chief Financial Officer |
Investor Relations | |
| (609) 275-0500 |
(609) 936-2268 | |
| jack.henneman@integralife.com |
angela.steinway@integralife.com |
Thomas Baltimore Steps Down as Director of Integra LifeSciences
Plainsboro, New Jersey, August 27, 2012 — Integra LifeSciences Holdings Corporation (NASDAQ:IART) announced that Thomas J. Baltimore, Jr. has resigned from its Board of Directors to focus on his role as Chief Executive Officer of RLJ Lodging Trust (NYSE: RLJ) and to reduce his outside board commitments. Mr. Baltimore has served as an independent director since 2007 and also as a member of the Compensation Committee.
Stuart Essig, Integra’s Chairman, stated “We would like to thank Tom for his valuable service to the Board. We recognize his insight and the substantial time and effort he has devoted to Integra, and his contributions will be missed. We wish him success in his future endeavors.”
The Board appointed Christian S. Schade to serve on the Compensation Committee to fill the vacancy created by Mr. Baltimore. As a result of Mr. Baltimore’s resignation, the Board is reducing the size of the board from 10 seats to nine.
About Integra
Integra LifeSciences, a world leader in medical devices, is dedicated to limiting uncertainty for surgeons, so they can concentrate on providing the best patient care. Integra offers innovative solutions in orthopedics, neurosurgery, spine, reconstructive and general surgery. For more information, please visit www.integralife.com