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): May 9, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On May 9, 2018, Integra LifeSciences Holdings Corporation (the “Company”) announced the commencement of an underwritten public offering of 5,250,000 shares of its common stock. The Company expects to grant the underwriters of the offering an option to purchase up to 787,500 additional shares of its common stock. A copy of the press release is attached as Exhibit 99.1 to this report, and is incorporated herein by reference.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| 99.1 |
Press Release, dated May 9, 2018, issued by Integra LifeSciences Holdings Corporation. |
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.
Date: May 9, 2018
| INTEGRA LIFESCIENCES HOLDINGS CORPORATION | ||||
| By: | /s/ Glenn G. Coleman | |||
| Name: | Glenn G. Coleman | |||
| Title: | Corporate Vice President and Chief Financial Officer | |||
Exhibit 99.1
News Release
Integra LifeSciences Announces Proposed Public Offering of Common Stock
Plainsboro, New Jersey, May 9, 2018 - Integra LifeSciences Holdings Corporation (NASDAQ: IART), a leading global medical technology company, today announced that it intends to offer, subject to market conditions and other factors, 5,250,000 shares of its common stock in an underwritten public offering registered under the Securities Act of 1933, as amended. In connection with the offering, Integra expects to grant the underwriters a 30-day option to purchase an additional 787,500 shares of common stock.
Integra intends to use the net proceeds from the offering, including any net proceeds received from an exercise of the underwriters’ option to purchase additional shares, to reduce outstanding revolving borrowings under Integra’s senior credit facility.
The shares will be issued pursuant to an effective shelf registration statement on Form S-3. Before investing in the offering, interested parties should read the prospectus and related preliminary prospectus supplement for such offering, the documents incorporated by reference therein and the other documents Integra has filed with the Securities and Exchange Commission.
J.P. Morgan and Wells Fargo Securities are acting as joint book-running managers for the proposed offering. The offering is being made by means of a prospectus and related prospectus supplement, copies of which may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by calling (866) 803-9204, or from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, by calling (800) 326-5897 or by emailing cmclientsupport@wellsfargo.com. Electronic copies of the prospectus and related prospectus supplement may be obtained by visiting EDGAR on the SEC’s website at http://www.sec.gov.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. Any offer, if at all, will be made only by means of a prospectus and related prospectus supplement forming a part of the effective shelf registration statement.
About Integra
Integra LifeSciences is a global leader in regenerative technologies, neurosurgical and extremity orthopedic solutions dedicated to limiting uncertainty for clinicians, so they can focus on providing the best patient care. Integra offers a comprehensive portfolio of high quality, leadership brands that include AmnioExcel®, Bactiseal®, Cadence®, Certas™, Codman®, CUSA®, DuraGen®, DuraSeal®, ICP Express®, Integra®, MediHoney®, MicroFrance®, PriMatrix®, Salto Talaris®, SurgiMend®, TCC-EZ®, Titan™ and VersaTru™.
Forward-Looking Statements
Certain statements in this press release that are not historical in nature constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include Integra’s intention to conduct the offering and its intended use of proceeds from the offering. These forward-looking statements are subject to a number of risks, uncertainties and assumptions about Integra’s business. Integra’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those set forth under the heading “Risk Factors” in Integra’s filings with the Securities and Exchange Commission, including Integra’s Annual Report on Form 10-K. Integra undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You can identify these forward-looking statements by forward-looking words such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” and similar expressions in this press release.
Investor Relations Contacts:
Sravan Emany
Vice President, Treasurer & Investor Relations
(609) 936-2488
sravan.emany@integralife.com
Michael Beaulieu
Director, Investor Relations
(609) 750-2827
michael.beaulieu@integralife.com
Media Contact:
Laurene Isip
Senior Director, Global Corporate Communications
(609) 750-7984
laurene.isip@integralife.com