As filed with the Securities and Exchange Commission on June 21, 1996 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Integra LifeSciences Corporation -------------------------------- (Exact name of registrant as specified in its charter) Delaware 51-0317849 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 105 Morgan Lane Plainsboro, New Jersey 08536 ---------------------------- (Address of principal executive offices) (zip code) Integra LifeSciences Corporation Stock Option Plan Integra LifeSciences Corporation 1993 Incentive Stock Option and Non-Qualified Stock Option Plan Integra LifeSciences Corporation 1996 Incentive Stock Option and Non-Qualified Stock Option Plan ----------------------------------- (Full title of the plans) Richard E. Caruso, Ph.D Chairman, President and Chief Executive Officer Integra LifeSciences Corporation 105 Morgan Lane Plainsboro, New Jersey 08536 ---------------------------- (Name and address of agent for service) Telephone number, including area code, of agent for service: (609) 275-0500 Please send copies of all communications to: John E. Stoddard III, Esq. Drinker Biddle & Reath 47 Hulfish Street Princeton, New Jersey 08542 (609) 497-7004 Approximate date of commencement of proposed sales under the Plans: As soon as practicable after this Registration Statement becomes effective. CALCULATION OF REGISTRATION FEE (1) Pursuant to Rule 416(a), this Registration Statement also registers such indeterminate number of additional shares as may become issuable under the Plans in connection with share splits, share dividends, or similar transactions. (2) Calculated pursuant to Rule 457(h). As to shares subject to outstanding but unexercised options, the price and fee are computed based upon the price at which such options may be exercised. As to the remaining 2,083,780 shares, the price and fee are computed based upon $11.25, the average of the high and low prices for the Common Stock as reported on the National Association of Securities Dealers, Inc. Automated Quotation System on June 20, 1996. -2-
=========================================================================================== Title of Amount of Proposed maximum Proposed maximum Amount of securities to shares to be offering price aggregate registration be registered registered(1) per share(2) offering price(2) fee(2) - ------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share......... 5,009,489 1,404,525 @ $ .265 $ 372,199 $12,478 387,734 @ $ 6.53 2,531,903 33,150 @ $ 7.185 238,183 347,630 @ $ 8.00 2,781,040 648,870 @ $ 8.65 5,612,726 7,500 @ $10.375 77,813 2,300 @ $11.00 25,300 3,750 @ $11.25 42,188 50,000 @ $11.50 575,000 1,500 @ $11.625 17,438 750 @ $11.75 8,813 25,500 @ $12.00 306,000 12,500 @ $12.50 156,250 2,083,780 @ $11.25 23,442,525 =========================================================================================== PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Integra LifeSciences Corporation (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated into this Registration Statement by reference: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; 2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996; 3. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995; and 4. The description of the Registrant's Common Stock contained in the Registration Statement on Form 10/A filed under the Exchange Act by the Registrant, which became effective on August 8, 1995, including any amendment or report filed for the purpose of updating such description. All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered hereby have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of each such report or other document. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. William M. Goldstein, the Secretary and a Director of the Registrant, is a partner in Drinker Biddle & Reath, counsel to the Registrant. Mr. Goldstein holds options to purchase 36,500 shares of the Registrant's Common Stock under the Registrant's Stock Option Plan. Item 6. Indemnification of Directors and Officers. The Delaware General Corporation Law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors' fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations authorized by the Delaware statute, directors could be accountable to corporations and their stockholders for monetary damages for conduct that does not satisfy their duty of care. Although the statute does not change directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The Registrant's Amended and Restated Certificate of -3- Incorporation ("Certificate of Incorporation") limits the liability of the Registrant's directors to the Registrant or its stockholders to the fullest extent permitted by the Delaware statute. Specifically, directors of the Registrant will not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The inclusion of this provision in the Certificate of Incorporation may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefitted the Registrant and its stockholders. At present, there is no litigation or proceeding pending involving a director of the Registrant as to which indemnification is being sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification by any director. The By-laws of the Registrant provide for indemnification of the officers and directors of the Registrant to the fullest extent permitted under Delaware law. The Registrant has directors and officers liability insurance coverage and has entered into indemnification agreements with each of its directors and executive officers. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. 4.1 Integra LifeSciences Corporation Stock Option Plan(1) 4.2 Integra LifeSciences Corporation 1993 Incentive Stock Option and Non-Qualified Stock Option Plan(1) 4.3 Integra LifeSciences Corporation 1996 Incentive Stock Option and Non-Qualified Stock Option Plan 5 Opinion of Drinker Biddle & Reath, counsel to the Registrant 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Drinker Biddle & Reath (included in Exhibit 5) 24 Powers of Attorney - -------------- (1) Incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form 10/A (File No. 0-26224) which became effective on August 8, 1995. -4- Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement, provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of -5- expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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, State of New Jersey, on this 21st day of June, 1996. INTEGRA LIFESCIENCES CORPORATION By: /s/ RICHARD E. CARUSO, PH.D. ----------------------------------------------- Richard E. Caruso, Ph.D. Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. - ------------------ *Richard E. Caruso, pursuant to a Power of Attorney executed by each of the directors and officers noted above and filed with the Securities and Exchange Commission as Exhibit 24 to this Registration Statement, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of each of the persons noted above, in the capacities indicated, and does hereby sign and execute this Registration Statement on his own behalf, in the capacities indicated. /s/ RICHARD E. CARUSO ----------------------------------- Richard E. Caruso -7-
Signature Title Date - --------- ----- ---- /s/ RICHARD E. CARUSO, PH.D. Chairman, President, and Chief Executive June 21, 1996 - ---------------------------- Officer (Principal Executive Officer) Richard E. Caruso, Ph.D. /s/ JOHN R. EMERY Senior Vice President, Operations and Finance June 21, 1996 - ---------------------------- (Principal Financial and Accounting Officer) John R. Emery KEITH BRADLEY, PH.D.* Director June 21, 1996 - ---------------------------- Keith Bradley, Ph.D. WILLIAM M. GOLDSTEIN* Director and Secretary June 21, 1996 - ---------------------------- William M. Goldstein FREDERIC V. MALEK* Director June 21, 1996 - ---------------------------- Frederic V. Malek GEORGE W. MCKINNEY, III* Director June 21, 1996 - ---------------------------- George W. McKinney, III JAMES M. SULLIVAN* Director June 21, 1996 - ---------------------------- James M. Sullivan ROBERT J. TOWARNICKI* Executive Vice President, Technology June 21, 1996 - ---------------------------- and Business Development and Director Robert J. Towarnicki EDMUND L. ZALINSKI, PH.D.* Director June 21, 1996 - ---------------------------- Edmund L. Zalinski, Ph.D. EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 4.1 Integra Lifesciences Corporation Stock Option Plan(1) 4.2 Integra LifeSciences Corporation 1993 Incentive Stock Option and Non-Qualified Stock Option Plan(1) 4.3 Integra LifeSciences Corporation 1996 Incentive Stock Option and Non-Qualified Stock Option Plan 5 Opinion of Drinker Biddle & Reath, counsel to the Registrant 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Drinker Biddle & Reath (included in Exhibit 5) 24 Powers of Attorney - ------------------ (1) Incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form 10/A (File No. 0-26224) which became effective on August 8, 1995.
Exhibit 4.3 INTEGRA LIFESCIENCES CORPORATION 1996 INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN INTEGRA LIFESCIENCES CORPORATION 1996 INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN ------------------------------- SECTION 1 Purpose This INTEGRA LIFESCIENCES CORPORATION 1996 INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN ("Plan") is intended to provide a means whereby Integra LifeSciences Corporation ("Company") may, through the grant of incentive stock options and non-qualified stock options (collectively, "Options") to purchase common stock of the Company ("Common Stock") to Key Employees and Associates (both as defined in Section 3 hereof), attract and retain such Key Employees and Associates and motivate them to exercise their best efforts on behalf of the Company and of any Related Corporation (as defined below). For purposes of the Plan, a "Related Corporation" shall mean either a corporate subsidiary of the Company, as defined in section 424(f) of the Internal Revenue Code of 1986, as amended ("Code"), or the corporate parent of the Company, as defined in section 424(e) of the Code. Further, as used in the Plan (a) the term "ISO" shall mean an Option which, at the time such Option is granted under the Plan, qualifies as an incentive stock option within the meaning of section 422 of the Code; and (b) the term "NQSO" shall mean an Option which, at the time such Option is granted, does not qualify as an incentive stock option. SECTION 2 Administration The Plan shall be administered by the Company's Stock Option Committee ("Committee"), which shall consist of at least two and no more than three directors of the Company who shall be appointed by, and shall serve at the pleasure of, the Company's Board of Directors ("Board"). Each member of such Committee, while serving as such, shall be deemed to be acting in his capacity as a director of the Company. Except as otherwise permitted under section 16(b) of the Securities Exchange Act of 1934, and the rules and regulations thereunder, no member of the Committee shall have been granted or awarded Options pursuant to the Plan or equity securities (within the meaning of 17 C.F.R. ss. 240.16a-1(d)) pursuant to any other plan of the Company or of any of its affiliates, as defined in the Securities Exchange Act of 1934, at any time during the period commencing with the date which is one year prior to the date his service on the Committee began and ending on the date which is one day after the date on which his service on the Committee ceased. Each member of the Committee shall also be an "outside director" within the meaning of Treas. Reg. ss.1.162-27(e)(3), or any successor thereto. -2- The Committee shall have full authority, subject to the terms of the Plan, to select the Key Employees and Associates (both as defined in Section 3 hereof) to be granted ISOs and/or NQSOs under the Plan, to grant Options on behalf of the Company, and to set the date of grant and the other terms of such Options. The Committee may correct any defect, supply any omission and reconcile any inconsistency in this Plan and in any Option granted hereunder in the manner and to the extent it shall deem desirable. The Committee also shall have the authority to establish such rules and regulations, not inconsistent with the provisions of the Plan, for the proper administration of the Plan, and to amend, modify or rescind any such rules and regulations, and to make such determinations and interpretations under, or in connection with, the Plan, as it deems necessary or advisable. All such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Company, its stockholders and all officers and employees and former officers and employees, and upon their respective legal representatives, beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. SECTION 3 Eligibility (a) In General. Key Employees and Associates shall be eligible to receive Options under the Plan. Key Employees and Associates who have been granted an Option under the Plan shall be referred to as "Optionees." More than one Option may be granted to an Optionee under the Plan. (b) Key Employees. "Key Employees" are officers, executives, and managerial employees of the Company and/or a Related Corporation. Key Employees shall be eligible to receive ISOs and/or NQSOs. (c) Associates. "Associates" are designated non-employee directors, consultants and other persons providing services to the Company and/or Related Corporation. Associates shall be eligible to receive only NQSOs. SECTION 4 Stock Options may be granted under the Plan to purchase up to a maximum of 1,500,000 shares of the Company's Common Stock, par value $0.01 per share; provided, however, that no Key Employee shall receive Options for more than 300,000 shares of Common Stock over any one-year period. However, both limits in the preceding sentence shall be subject to adjustment as hereinafter provided. Shares issuable under the Plan may be authorized but unissued shares or reacquired shares, and the Company may purchase shares required for this purpose, from time to time, if it deems such purchase to be advisable. -3- If any Option granted under the Plan expires or otherwise terminates for any reason whatsoever (including, without limitation, the Optionee's surrender thereof) without having been exercised, the shares subject to the unexercised portion of such Option shall continue to be available for the granting of Options under the Plan as fully as if such shares had never been subject to an Option; provided, however, that (a) if an Option is cancelled, the shares of Common Stock covered by the cancelled option shall be counted against the maximum number of shares specified above for which Options may be granted to a single Key Employee, and (b) if the exercise price of an Option is reduced after the date of grant, the transaction shall be treated as a cancellation of the original Option and the grant of a new Option for purposes of counting the maximum number of shares for which Options may be granted to a Key Employee. SECTION 5 Granting of Options From time to time until the expiration or earlier suspension or discontinuance of the Plan, the Committee may, on behalf of the Company, grant to Key Employees and Associates under the Plan such Options as it determines are warranted, subject to the limitations of the Plan; provided, however, that grants of ISOs and NQSOs shall be separate and not in tandem. The granting of an Option under the Plan shall not be deemed either to entitle the Key Employee or Associate to, or to disqualify the Key Employee or Associate from, any participation in any other grant of Options under the Plan. In making any determination as to whether a Key Employee or Associate shall be granted an Option, the type of Option to be granted, and the number of shares to be covered by such Option, the Committee shall take into account the duties of the Key Employee or Associate, his or her present and potential contributions to the success of the Company or a Related Corporation, the tax implications to the Company and the Key Employee or Associate of any Option granted, and such other factors as the Committee shall deem relevant in accomplishing the purposes of the Plan. Moreover, the Committee may provide in the Option that said Option may be exercised only if certain conditions, as determined by the Committee, are fulfilled. SECTION 6 Annual Limit (a) ISOs. The aggregate Fair Market Value (determined as of the date the ISO is granted) of the Common Stock with respect to which ISOs are exercisable for the first time by a Key Employee during any calendar year (counting ISOs under this Plan and incentive stock options under any other stock option plan of the Company or a Related Corporation) shall not exceed $100,000. The term "Fair Market Value" shall mean the value of the shares of Common Stock arrived at by a good faith determination of the Committee and shall be: (1) The mean between the highest and lowest quoted selling price, if there is a market for the Common Stock on a registered securities exchange or in an over- -4- the-counter market, on the date specified; (2) The weighted average of the means between the highest and lowest sales on the nearest date before and the nearest date after the specified date, if there are no such sales on the specified date but there are such sales on dates within a reasonable period both before and after the specified date; (3) The mean between the bid and asked prices, as reported by the National Quotation Bureau on the specified date, if actual sales are not available during a reasonable period beginning before and ending after the specified date; or (4) If (1) through (3) above are not applicable, such other method of determining Fair Market Value as shall be authorized by the Code, or the rules or regulations thereunder, and adopted by the Committee. Where the Fair Market Value of shares of Common Stock is determined under (2) above, the average of the means between the highest and lowest sales on the nearest date before and the nearest date after the specified date shall be weighted inversely by the respective numbers of trading days between the dates of reported sales and the specified date (i.e., the valuation date), in accordance with Treas. Reg. ss. 20.2031-2(b)(1), or any successor thereto. (b) Options Over Annual Limit. If an Option intended as an ISO is granted to a Key Employee and such Option may not be treated in whole or in part as an ISO pursuant to the limitation in Subsection (a) above, such Option shall be treated as an ISO to the extent it may be so treated under such limitation and as an NQSO as to the remainder. For purposes of determining whether an ISO would cause such limitation to be exceeded, ISOs shall be taken into account in the order granted. (c) NQSOs. The annual limits set forth above for ISOs shall not apply to NQSOs. SECTION 7 Option Agreements - Other Provisions Options granted under the Plan shall be evidenced by written documents ("Option Agreements") in such form as the Committee shall, from time to time, approve. An Option Agreement shall specify whether the Option is an ISO or NQSO; provided, however, if the Option is not designated in the Option Agreement as an ISO or NQSO, the Option shall constitute an ISO if it complies with the terms of section 422 of the Code, and otherwise, it shall constitute an NQSO. Each Optionee shall enter into, and be bound by, such Option Agreements, as soon as practicable after the grant of an Option. -5- SECTION 8 Terms and Conditions of Options Options granted pursuant to the Plan shall include expressly or by reference the following terms and conditions, as well as such other provisions not inconsistent with the provisions of this Plan and, for ISOs granted under this Plan, the provisions of section 422(b) of the Code, as the Committee shall deem desirable: (a) Number of Shares. A statement of the number of shares to which the Option pertains. (b) Price. A statement of the Option price which shall be determined and fixed by the Committee in its discretion, but shall not be less than the higher of 100% (110% in the case of ISOs granted to more than 10% shareholders as discussed in Subsection (j) below) of the fair market value of the optioned shares of Common Stock, or the par value thereof, on the date the Option is granted. (c) Term. (1) ISOs. Subject to earlier termination as provided in Subsections (e), (f) and (g) below and in Section 9 hereof, the term of each ISO shall be not more than ten years (five years in the case of more than 10% shareholders as discussed in Subsection (j) below) from the date of grant. (2) NQSOs. Subject to earlier termination as provided in Subsections (e), (f) and (g) below and in Section 9 hereof, the term of each NQSO shall be not more than ten years from the date of grant. (d) Exercise. (1) General. Options shall be exercisable in such installments and on such dates, not less than six months from the date of grant, as the Committee may specify, provided that: (A) in the case of new Options granted to an Optionee in replacement for options (whether granted under the Plan or otherwise) held by the Optionee, the new Options may be made exercisable, if so determined by the Committee, in its discretion, at the earliest date the replaced options were exercisable, but not earlier than three months from the date of grant of the new Options; and (B) the Committee may accelerate the exercise date of any outstanding Options (including, without limitation, the three-month exercise date referred to in (i) above), in its discretion, if it deems such acceleration to be desirable. Any Option shares, the right to the purchase of which has accrued, may be -6- purchased at any time up to the expiration or termination of the Option. Exercisable Options may be exercised, in whole or in part, from time to time by giving written notice of exercise to the Company at its principal office, specifying the number of shares to be purchased and accompanied by payment in full of the aggregate Option exercise price for such shares. Only full shares shall be issued under the Plan, and any fractional share which might otherwise be issuable upon exercise of an Option granted hereunder shall be forfeited. (2) Manner of Payment. The Option price shall be payable: (A) in cash or its equivalent; (B) in the case of an ISO, if the Committee in its discretion causes the Option Agreement so to provide, and in the case of an NQSO, if the Committee in its discretion so determines at or prior to the time of exercise: (i) in Common Stock previously acquired by the Optionee; provided that if such shares of Common Stock were acquired through the exercise of an incentive stock option and are used to pay the Option price of an ISO, such shares have been held by the Optionee for a period of not less than the holding period described in section 422(a)(1) of the Code on the date of exercise, or if such shares of Common Stock were acquired through exercise of a non-qualified stock option or through exercise of an incentive stock option and are used to pay the Option price of an NQSO, such shares have been held by the Optionee for a period of more than 12 months on the date of exercise; (ii) in Common Stock newly acquired by the Optionee upon exercise of such Option (which shall constitute a disqualifying disposition in the case of an ISO); (iii) in the discretion of the Committee, in any combination of (A), (B)(i) and (B)(ii) above; or (iv) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option. In the event the Option price is paid, in whole or in part, with shares of Common Stock, the portion of the Option price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option price. (e) Termination of Employment or Service. If an Optionee's employment by or service with the Company (and Related Corporations) is terminated by either party prior to the expiration date fixed for his or her Option for any reason other than -7- death or disability, such Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of such termination, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earlier of (i) the expiration date specified in such Option, or (ii) an accelerated termination date determined by the Committee, in its discretion, except that, subject to Section 9 hereof, such accelerated termination date shall not be earlier than the date of the Optionee's termination of employment or service, and in the case of an ISO, such termination date shall not be later than three months after the date of the Key Employee's termination of employment. (f) Exercise upon Disability of Optionee. If an Optionee shall become disabled (within the meaning of section 22(e)(3) of the Code) during his or her employment by or service with the Company (and Related Corporations) and, prior to the expiration date fixed for his or her Option, his or her employment or service is terminated as a consequence of such disability, such Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of such termination, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earlier of (i) the expiration date specified in such Option, or (ii) an accelerated termination date determined by the Committee, in its discretion, except that, subject to Section 9 hereof, such accelerated termination date shall not be earlier than the date of the Optionee's termination of employment or service by reason of disability, and in the case of an ISO, such date shall not be later than one year after the date of the Key Employee's termination of employment. In the event of the Optionee's legal disability, such Option may be so exercised by the Optionee's legal representative. (g) Exercise upon Death of Optionee. If an Optionee shall die during his or her employment by or service with the Company (and Related Corporations), and prior to the expiration date fixed for his or her Option, or if an Optionee whose employment or service is terminated for any reason, shall die following his or her termination of employment or service but prior to the earliest of (i) the expiration date fixed for his or her Option, (ii) the expiration of the period determined under Subsections (e) and (f) above, or (iii) in the case of an ISO, three months following termination of the Key Employee's employment, such Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his or her death, or to any greater extent permitted by the Committee, by the Optionee's estate, personal representative or beneficiary who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the Optionee, at any time prior to the earlier of (i) the expiration date specified in such Option or (ii) an accelerated termination date determined by the Committee, in its discretion except that, subject to Section 9 hereof, such accelerated termination date shall not be earlier than one year, nor later than three years after the date of death. (h) Non-Transferability. No Option shall be assignable or transferable by the Optionee otherwise than by will or by the laws of descent and distribution, and during -8- the lifetime of the Optionee, the Option shall be exercisable only by him or her or by his or her guardian or legal representative. If the Optionee is married at the time of exercise and if the Optionee so requests at the time of exercise, the certificate or certificates shall be registered in the name of the Optionee and the Optionee's spouse, jointly, with right of survivorship. (i) Rights as a Stockholder. An Optionee shall have no rights as a stockholder with respect to any shares covered by his or her Option until the issuance of a stock certificate to him for such shares. (j) Ten Percent Shareholder. If the Optionee owns more than 10% of the total combined voting power of all shares of stock of the Company or of a Related Corporation at the time an ISO is granted to him or her, the Option price for the ISO shall be not less than 110% of the fair market value of the optioned shares of Common Stock on the date the ISO is granted, and such ISO, by its terms, shall not be exercisable after the expiration of five years from the date the ISO is granted. The conditions set forth in this Subsection (j) shall not apply to NQSOs. (k) Listing and Registration of Shares. Each Option shall be subject to the requirement that, if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Option or the purchase of shares thereunder, or that action by the Company or by the Optionee should be taken in order to obtain an exemption from any such requirement, no such Option may be exercised, in whole or in part, unless and until such listing, registration, qualification, consent, approval, or action shall have been effected, obtained, or taken under conditions acceptable to the Committee. Without limiting the generality of the foregoing, each Optionee or his legal representative or beneficiary may also be required to give satisfactory assurance that shares purchased upon exercise of an Option are being purchased for investment and not with a view to distribution, and certificates representing such shares may be legended accordingly. (l) Withholding and Use of Shares to Satisfy Tax Obligations. The obligation of the Company to deliver shares of Common Stock upon the exercise of any Option shall be subject to applicable federal, state and local tax withholding requirements. If the exercise of any Option is subject to the withholding requirements of applicable federal tax laws, the Committee, in its discretion (and subject to such withholding rules ("Withholding Rules") as shall be adopted by the Committee), may permit the Optionee to satisfy the federal withholding tax, in whole or in part, by electing to have the Company withhold (or by returning to the Company) shares of Common Stock, which shares shall be valued, for this purpose, at their Fair Market Value on the date of exercise of the Option (or -9- if later, the date on which the Optionee recognizes ordinary income with respect to such exercise) (the "Determination Date"); provided, however, that with respect to Optionees who are subject to section 16 of the Exchange Act, any such amount of taxes required to be withheld automatically shall be satisfied by withholding Common Stock. An election to use shares of Common Stock to satisfy tax withholding requirements must be made in compliance with and subject to the Withholding Rules. The Committee may not withhold shares in excess of the number necessary to satisfy the minimum federal income tax withholding requirements. In the event shares of Common Stock acquired under the exercise of an ISO are used to satisfy such withholding requirement, such shares of Common Stock must have been held by the Optionee for a period of not less than the holding period described in section 422(a)(1) of the Code on the Determination Date, or if such shares of Common Stock were acquired through exercise of an NQSO or of an option under a similar plan, such option was granted to the Optionee at least six months prior to the Determination Date. SECTION 9 Capital Adjustments The number of shares which may be issued under the Plan, the maximum number of shares with respect to which Options may be granted to any Key Employee under the Plan, both as stated in Section 4 hereof, and the number of shares issuable upon exercise of outstanding Options under the Plan (as well as the Option price per share under such outstanding Options), shall, subject to the provisions of section 424(a) of the Code, be adjusted, as may be deemed appropriate by the Committee, to reflect any stock dividend, stock split, share combination, or similar change in the capitalization of the Company. In the event of a corporate transaction (as that term is described in section 424(a) of the Code and the Treasury Regulations issued thereunder as, for example, a merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation), each outstanding Option shall be assumed by the surviving or successor corporation; provided, however, that, in the event of a proposed corporate transaction, the Committee may terminate all or a portion of the outstanding Options if it determines that such termination is in the best interests of the Company. If the Committee decides to terminate outstanding Options, the Committee shall give each Optionee holding an outstanding Option to be terminated not less than seven days' notice prior to any such termination by reason of such a corporate transaction, and any such Option which is to be so terminated may be exercised (if and only to the extent that it is then exercisable) up to, and including the date immediately preceding such termination. Further, as provided in Section 8(d) hereof the Committee, in its discretion, may accelerate, in whole or in part, the date on which any or all Options become exercisable. The Committee also may, in its discretion, change the terms of any outstanding Option to reflect any such corporate transaction, provided that, in the case of ISOs, such change is excluded from the definition of a "modification" under section 424(h) of the Code. -10- SECTION 10 Acquisitions Notwithstanding any other provision of this Plan, Options may be granted hereunder in substitution for options held by directors, key employees, and associates of other corporations who are about to, or have, become Key Employees or Associates of the Company or a Related Corporation as a result of a merger, consolidation, acquisition of assets or similar transaction by the Company or a Related Corporation. The terms, including the option price, of the substitute options so granted may vary from the terms set forth in this Plan to such extent as the Committee may deem appropriate to conform, in whole or in part, to the provisions of the options in substitution for which they are granted. SECTION 11 Amendment or Replacement of Outstanding Options The Committee shall have the authority to effect, at any time and from time to time, with the consent of the affected Optionees, the cancellation of any or all outstanding Options under the Plan and to grant in substitution therefor new Options under the Plan covering the same or a different number of shares of Common Stock but having a per share purchase price not less than the greater of par value or 100% of the Fair Market Value of a share of Common Stock on the new date of the grant. The Committee may permit the voluntary surrender of all or a portion of any Option to be conditioned upon the granting to the Optionee under the Plan of a new Option for the same or a different number of shares of Common Stock as the Option surrendered, or may require such voluntary surrender as a condition precedent to a grant of a new Option to such Optionee. Any new Option shall be exercisable at the price, during the period, and in accordance with any other terms and conditions specified by the Committee at the time the new Option is granted, all determined in accordance with the provisions of the Plan without regard to the price, period of exercise, and any other terms or conditions of the Option surrendered. SECTION 12 Amendment or Discontinuance of the Plan (a) General. The Board from time to time may suspend or discontinue the Plan or amend it in any respect whatsoever, except that the following amendments shall require shareholder approval (given in the manner set forth in Subsection (b) below): (1) Any amendment which would: (A) materially increase the benefits accruing to directors and officers, within the meaning of 17 CFR ss. 240.16a-1(f) (hereinafter referred to as "Officers"), under the Plan; (B) materially increase the number of shares of Common -11- Stock which may be issued to directors and Officers under the Plan; or (C) materially modify the requirements as to eligibility for directors and Officers to participate in the Plan; (2) With respect to ISOs, any amendment which would: (A) change the class of employees eligible to participate in the Plan; (B) except as permitted under Section 9 hereof, increase the maximum number of shares of Common Stock with respect to which ISOs may be granted under the Plan; or (C) extend the duration of the Plan under Section 18 hereof with respect to any ISOs granted hereunder; (3) Any amendment which would require shareholder approval pursuant to Treas. Reg. ss.1.162-27(e)(4)(vi), or any successor thereto. Notwithstanding the foregoing, no such suspension, discontinuance or amendment shall materially impair the rights of any holder of an outstanding Option without the consent of such holder. (b) Shareholder Approval Requirements. Shareholder approval must meet the following requirements: (i) The approval of shareholders must be by a majority of the outstanding shares of Common Stock present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Delaware; and (ii) The approval of shareholders must comply with all applicable provisions of the corporate charter, bylaws, and applicable state law prescribing the method and degree of shareholder approval required for the issuance of corporate stock or options. If the applicable state law does not prescribe a method and degree of shareholder approval in such case, the approval of shareholders must be effected: (A) By a method and in a degree that would be treated as adequate under applicable state law in the case of an action requiring shareholder approval (i.e., an action on which shareholders would be entitled to vote if the action were taken at a duly held shareholders' meeting); or (B) By a majority of the votes cast at a duly held -12- shareholders' meeting at which a quorum representing a majority of all outstanding voting stock is, either in person or by proxy, present and voting on the plan. SECTION 13 Rights Neither the adoption of the Plan nor any action of the Board or the Committee shall be deemed to give any individual any right to be granted an Option, or any other right hereunder, unless and until the Committee shall have granted such individual an Option, and then his rights shall be only such as are provided by the Option Agreement. Any Option under the Plan shall not entitle the holder thereof to any rights as a stockholder of the Company prior to the exercise of such Option and the issuance of the shares pursuant thereto. Further, notwithstanding any provisions of the Plan or the Option Agreement with an Optionee, the Company shall have the right, in its discretion, to retire an Optionee at any time pursuant to its retirement rules or otherwise to terminate his or her employment or service at any time for any reason whatsoever. SECTION 14 Indemnification of Board and Committee Without limiting any other rights of indemnification which they may have from the Company and any Related Corporation, the members of the Board and the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any claim, action, suit, or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under, or in connection with, the Plan, or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding, except a judgment based upon a finding of willful misconduct or recklessness on their part. Upon the making or institution of any such claim, action, suit, or proceeding, the Board or Committee member shall notify the Company in writing, giving the Company an opportunity, at its own expense, to handle and defend the same before such Board or Committee member undertakes to handle it on his own behalf. SECTION 15 Application of Funds The proceeds received by the Company from the sale of Common Stock pursuant to Options granted under the Plan shall be used for general corporate purposes. Any cash received in payment for shares upon exercise of an Option to purchase Common Stock shall be added to the general funds of the Company and shall be used for its corporate purposes. Any Common Stock received in payment for shares upon exercise of an Option to -13- purchase Common Stock shall become treasury stock. SECTION 16 Shareholder Approval This Plan shall become effective as of March 22, 1996 (the date the Plan was adopted by the Board); provided, however, that if the Plan is not approved in the manner described in Section 12(b) within 12 months before or after said date, the Plan and all Options granted hereunder shall be null and void and no additional options shall be granted hereunder. SECTION 17 No Obligation to Exercise Option The granting of an Option shall impose no obligation upon an Optionee to exercise such Option. SECTION 18 Termination of Plan Unless earlier terminated as provided in the Plan, the Plan and all authority granted hereunder shall terminate absolutely at 12:00 midnight on March 21, 2006, which date is within ten years after the date the Plan was adopted by the Board (or the date the Plan was approved by the shareholders of the Company, whichever is earlier), and no Options hereunder shall be granted thereafter. Nothing contained in this Section 18, however, shall terminate or affect the continued existence of rights created under Options issued hereunder and outstanding on March 21, 2006, which by their terms extend beyond such date. SECTION 19 Governing Law With respect to any ISOs granted pursuant to the Plan and the Option Agreements thereunder, the Plan, such Option Agreements and any ISOs granted pursuant thereto shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the state of Delaware shall govern the operation of, and the rights of Optionees under, the Plan, the Option Agreements and any Options granted thereunder. -14-
Exhibit 5 DRINKER BIDDLE & REATH 47 Hulfish Street Suite 400 Princeton, NJ 08542 June 21, 1996 Integra LifeSciences Corporation 105 Morgan Lane Plainsboro, NJ 08536 Gentlemen: We have acted as counsel to Integra LifeSciences Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of the Company's Registration Statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to an aggregate of 5,009,489 shares of Common Stock of the Company, par value $.01 per share (the "Shares"), issuable upon the exercise of options granted under the Company's Stock Option Plan, 1993 Incentive Stock Option and Non-Qualified Stock Option Plan and 1996 Incentive Stock Option and Non-Qualified Stock Option Plan (collectively, the "Plans"). In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Company's Certificate of Incorporation, its By-Laws, resolutions of its Board of Directors and stockholders, the Plans, and such other documents and corporate records as we have deemed appropriate in the circumstances. Based upon the foregoing and consideration of such questions of law as we have deemed relevant, we are of the opinion that the issuance of the Shares by the Company upon the exercise of stock options properly granted under the Plans has been duly authorized by the necessary corporate action of the Board of Directors and stockholders of the Company, and such Shares, upon exercise of such options and payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable by the Company. The opinions expressed herein are limited to the federal laws of the United States and the General Corporation Law of the State of Delaware. We consent to the use of this opinion as an exhibits to the Registration Statement. This does not constitute a consent under Section 7 of the Securities Act of 1933 since we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under said Section 7 or the rules and regulations of the Securities and Exchange Commission. We advise that William M. Goldstein, Esq., a partner in our firm, is the Secretary and a director of the Company. Mr. Goldstein holds options to purchase 36,500 shares of the Company's Common Stock under the Company's Stock Option Plan. Very truly yours, DRINKER BIDDLE & REATH -2-
Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Integra LifeSciences Corporation on Form S-8 to be filed on June 21, 1996 of our report dated February 20, 1996 on our audits of the consolidated financial statements of Integra LifeSciences Corporation and Subsidiaries as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, which report is included in the Corporation's 1995 Annual Report on Form 10-K. Coopers & Lybrand L.L.P. Princeton, New Jersey June 20, 1996
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Richard E. Caruso and William M. Goldstein, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Integra LifeSciences Corporation (the "Company") to comply with the Securities Act of 1933, as amended, and the rules and regulations and requirements of the Securities and Exchange Commission, in connection with the filing by the Company under such Act of a Registration State on Form S-8, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such Registration Statement and any and all amendments thereto (including post-effective amendments) and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day of June, 1996. /s/ KEITH BRADLEY ----------------- Keith Bradley POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Richard E. Caruso and William M. Goldstein, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Integra LifeSciences Corporation (the "Company") to comply with the Securities Act of 1933, as amended, and the rules and regulations and requirements of the Securities and Exchange Commission, in connection with the filing by the Company under such Act of a Registration State on Form S-8, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such Registration Statement and any and all amendments thereto (including post-effective amendments) and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day of June, 1996. /s/ GEORGE MCKINNEY, III ------------------------ George McKinney, III POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Richard E. Caruso and William M. Goldstein, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Integra LifeSciences Corporation (the "Company") to comply with the Securities Act of 1933, as amended, and the rules and regulations and requirements of the Securities and Exchange Commission, in connection with the filing by the Company under such Act of a Registration State on Form S-8, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such Registration Statement and any and all amendments thereto (including post-effective amendments) and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day of June, 1996. /s/ ROBERT J. TOWARNICKI ------------------------ Robert J. Towarnicki POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Richard E. Caruso and William M. Goldstein, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Integra LifeSciences Corporation (the "Company") to comply with the Securities Act of 1933, as amended, and the rules and regulations and requirements of the Securities and Exchange Commission, in connection with the filing by the Company under such Act of a Registration State on Form S-8, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such Registration Statement and any and all amendments thereto (including post-effective amendments) and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day of June, 1996. /s/ FREDERIC V. MALEK --------------------- Frederic V. Malek POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Richard E. Caruso and William M. Goldstein, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Integra LifeSciences Corporation (the "Company") to comply with the Securities Act of 1933, as amended, and the rules and regulations and requirements of the Securities and Exchange Commission, in connection with the filing by the Company under such Act of a Registration State on Form S-8, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such Registration Statement and any and all amendments thereto (including post-effective amendments) and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day of June, 1996. /s/ JAMES M. SULLIVAN --------------------- James M. Sullivan POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Richard E. Caruso and William M. Goldstein, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Integra LifeSciences Corporation (the "Company") to comply with the Securities Act of 1933, as amended, and the rules and regulations and requirements of the Securities and Exchange Commission, in connection with the filing by the Company under such Act of a Registration State on Form S-8, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such Registration Statement and any and all amendments thereto (including post-effective amendments) and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day of June, 1996. /s/ EDMUND L. ZALINSKI ---------------------- Edmund L. Zalinski POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Richard E. Caruso and William M. Goldstein, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Integra LifeSciences Corporation (the "Company") to comply with the Securities Act of 1933, as amended, and the rules and regulations and requirements of the Securities and Exchange Commission, in connection with the filing by the Company under such Act of a Registration State on Form S-8, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such Registration Statement and any and all amendments thereto (including post-effective amendments) and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day of June, 1996. /s/ WILLIAM M. GOLDSTEIN ------------------------ William M. Goldstein