SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or other jurisdiction
of incorporation or organization)
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (609) 275-0500
(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|
|Press Release, dated May 9, 2018, issued by Integra LifeSciences Holdings Corporation.|
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|
|Name:||Glenn G. Coleman|
Corporate Vice President and
Chief Financial Officer
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 Integras 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 firstname.lastname@example.org. Electronic copies of the prospectus and related prospectus supplement may be obtained by visiting EDGAR on the SECs 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.
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.
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 Integras 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 Integras business. Integras 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 Integras filings with the Securities and Exchange Commission, including Integras 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:
Vice President, Treasurer & Investor Relations
Director, Investor Relations
Senior Director, Global Corporate Communications