UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
-----------------------------------------
(F/K/A INTEGRA LIFESCIENCES CORPORATION)
----------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01
-----------------------------
(Title of Class of Securities)
457985208
---------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
----------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 2001
--------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 13 Pages
Exhibit Index: Page 12
SCHEDULE 13D
CUSIP No. 457985208 Page 2 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.72%
14 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13D
CUSIP No. 457985208 Page 3 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.72%
14 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13D
CUSIP No. 457985208 Page 4 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.72%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. 457985208 Page 5 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,955,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,955,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.72%
14 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13D
CUSIP No. 457985208 Page 6 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
3,757,800
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,757,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,757,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
17.38%
14 Type of Reporting Person (See Instructions)
IA
Page 7 of 13 Pages
This Amendment No. 3 to Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Integra LifeSciences Holdings
Corporation (the "Issuer") (f/k/a Integra LifeSciences Corporation). This
Amendment No. 3 supplementally amends the initial statement on Schedule 13D,
dated April 8, 1999, and all amendments thereto (collectively, the "Initial
Statement"), filed by the Reporting Persons. This Amendment No. 3 is being filed
by the Reporting Persons to report that, on June 26, 2001, 75,000 shares of
Series B Preferred Stock held for the account of QIP were converted into
1,963,350 Shares, and 25,000 shares of Series B Preferred Stock held for the
account of SFM Domestic Investments were converted into 654,450 Shares.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Initial Statement is supplementally
amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC") and
v) Mr. George Soros ("Mr. Soros").
This Statement relates to securities held for the accounts of QIP and
SFM Domestic Investments LLC ("SFM Domestic Investments").
Set forth in Annex A hereto, and incorporated herein by reference, is
updated information concerning the identity and background of the officers and
directors of QIP and QIH Management.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of 2,955,000 Shares (approximately 13.72% of the total
number of Shares outstanding assuming the exercise and conversion of all of the
securities held for the account of QIP). This number includes (A) 2,143,350
Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion
of 48,699 shares of Series C Preferred Stock held for the account of QIP and (C)
270,550 Shares issuable upon exercise of 270,550 warrants held for the account
of QIP.
(ii) Mr. Soros may be deemed the beneficial owner of 3,757,800
Shares (approximately 17.38% of the total number of Shares outstanding assuming
the exercise and conversion of all of the securities held for the accounts of
QIP and SFM Domestic Investments). This number includes (A) 2,143,350 Shares
held for the account of QIP; (B) 541,100 Shares issuable upon conversion of
48,699 shares of Series C Preferred Stock held for the account of QIP; (C)
270,550 Shares issuable upon exercise of 270,550 warrants held for the account
of QIP; (D) 714,450 Shares held for the account of SFM Domestic Investments; (E)
58,900 Shares issuable upon conversion of 5,301 shares of Series C Preferred
Stock held for the account of SFM Domestic Investments and (F) 29,450 Shares
issuable upon exercise of 29,450 warrants held for the account of SFM Domestic
Investments.
Page 8 of 13 Pages
(b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by virtue of
the QIP Contract) and Mr. Soros (as a result of his position with SFM LLC) may
be deemed to have the sole power to direct the voting and disposition of the
2,955,000 Shares held for the account of QIP (assuming the conversion of all
shares of Series C Preferred Stock and the exercise of all warrants held for the
account of QIP).
(ii) Mr. Soros in his capacity as the sole managing member of SFM
Domestic Investments may be deemed to have the sole power to direct the voting
and disposition of the 802,800 Shares held for the account of SFM Domestic
Investments (assuming the conversion of all shares of Series C Preferred Stock
and the exercise of all warrants held for the account of SFM Domestic
Investments).
(c) Except for the transactions listed in Annex B hereto, there have
been no transactions effected with respect to the Shares since May 6, 2001 (60
days prior to the date hereof) by any of the Reporting Persons.
(d) (i) The shareholders of QIP, including Quantum Industrial Holdings,
Ltd., a British Virgin Islands international business company, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of QIP in accordance with their ownership
interests in QIP.
(ii) Certain members of SFM Domestic Investments have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of SFM Domestic Investments.
(e) Not applicable.
Item 7. Material to be filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 9 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: July 5, 2001
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Vice President
QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Vice President
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Page 10 of 13 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Company N.V. Managing Director of Netherlands Kaya Flamboyan 9
Managing Director Antilles corporations Willemstad
(Netherlands Antilles) Curacao,
Netherlands Antilles
Inter Caribbean Services Limited Secretary Administrative services Citco Building
(British Virgin Islands) Wickhams Cay
Road Town
Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Frank V. Sica Managing Partner of Soros Private 888 Seventh Avenue
Director and President Equity Partners LLC 28th Floor
(United States) New York, NY 10106
Michael C. Neus Deputy General Counsel of SFM LLC 888 Seventh Avenue
Director and Vice President and General Counsel of Soros Private 33rd Floor
(United States) Funds Management LLC New York, NY 10106
Eve Mongiardo Chief Financial Officer of Soros 888 Seventh Avenue
Director and Treasurer Private Funds Management LLC 28th Floor
(United States) New York, New York 10106
Richard D. Holahan, Jr. Assistant General Counsel of SFM LLC 888 Seventh Avenue
Vice President 33rd Floor
(United States) New York, New York 10106
To the best of the Reporting Persons' knowledge /1/:
(a) None of the above persons hold any Shares. /1/
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Shares. /1/
- ----------
/1/ Certain persons may have an interest in SFM Domestic Investments.
Page 11 of 13 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date of Nature of Number of
For the Account of Transaction Transaction Securities Price
- ------------------ ----------- ----------- ---------- -----
QIP 6/26/01 Conversion 1,963,350/1/ $3.82/2/
SFM Domestic Investments 6/26/01 Conversion 654,450/3/ $3.82/2/
_________________
1 On June 26, 2001, QIP converted 75,000 shares of Series B Convertible
Preferred Stock into 1,963,350 Shares.
2 This amount represents the conversion rate.
3 On June 26, 2001, SFM Domestic Investments converted 25,000 shares of Series
B Convertible Preferred Stock into 654,450 Shares.
Page 12 of 13 Pages
EXHIBIT INDEX
Page No.
L. Joint Filing Agreement, dated as of July 5, 2001,
by and among Quantum Industrial Partners LDC, QIH
Management Investor, L.P., QIH Management, Inc.,
Soros Fund Management LLC and Mr. George Soros.............. 13
Page 13 of 13 Pages
EXHIBIT L
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Integra LifeSciences Holdings Corporation (the
"Issuer"), dated as of July 5, 2001, is, and any amendments thereto (including
amendments on Schedule 13G) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Date: July 5, 2001
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Vice President
QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Vice President
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact