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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 2, 2001
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Date of report (Date of earliest event reported)
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 51-0317849
-------------------- 0-26224 --------------------
(State or other jurisdiction of Commission (I.R.S. Employer Identification
incorporation or organization) File Number Number)
311 ENTERPRISE DRIVE, PLAINSBORO, NEW JERSEY 08536
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(Address of Principal Executive Offices) (Zip Code)
(609) 275-0500
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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The undersigned Registrant hereby amends Item 5 and the financial page of
Exhibit 99.1 of its Current Report on Form 8-K dated August 2, 2001.
ITEM 5. OTHER EVENTS.
On August 2, 2001 Integra LifeSciences Holdings Corporation (Nasdaq:
IART) (the "Company") reported its financial results for the second quarter of
2001 in a press release. A copy of the Company's press release has been filed as
an exhibit to a Current Report on Form 8-K filed on August 2, 2001.
The press release contained an error in the calculation of basic
earnings per share for the three-month period ended June 30, 2001 because it did
not include the non-cash dividends associated with the Company's Series B
Preferred Stock during that portion of the period in which the Series B
Preferred Stock was outstanding. The Series B Preferred Stock was converted into
2,617,800 common shares on June 26, 2001.
The basic earnings per share for the three-month period ended June 30,
2001 was incorrectly reported as $0.13. The correct basic earnings per share for
such period is $0.12, which includes the effect of the non-cash dividends. All
other earnings per share calculations in the press release were calculated and
reported correctly.
A revised copy of the financial page of the Company's original press
release has been filed as an exhibit to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) and (b) None.
The following document is furnished as an Exhibit to this Current Report on Form
8-K pursuant to Item 601 of Regulation S-K:
99.1 Revised copy of the financial page to the Press Release, dated August 2,
2001.
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.
INTEGRA LIFESCIENCES
HOLDINGS CORPORATION
By: JOHN B. HENNEMAN III
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Name: John B. Henneman III
Title: Senior Vice President,
Chief Administrative Officer
and Secretary
Date: August 6, 2001
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
99.1 Revised copy of the financial page to the Press Release, dated
August 2, 2001.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONSOLIDATED FINANCIAL RESULTS
(In thousands, except per share data)
(UNAUDITED)
Statement of Operations Data:
Three Month Period Six Month Period
Ended June 30 Ended June 30
2001 2000 2001 2000
------- ------ ------- -------
Product sales $21,385 $15,827 $41,669 $29,159
Other revenue 1,535 1,259 2,935 2,458
------- ------ ------- -------
Total revenue 22,920 17,086 44,604 31,617
Cost of product sales 8,310 7,212 16,904 13,899
Research and development 1,837 2,004 3,910 3,894
Selling and marketing 5,269 3,904 10,020 6,853
General and administrative 3,319 3,884 6,523 7,631
Amortization 729 670 1,409 1,150
------- ------ ------- -------
Total costs and expenses 19,464 17,674 38,766 33,427
Operating income (loss) 3,456 (588) 5,838 (1,810)
Gain on disposition of product line -- 1,031 -- 1,146
Other expense, net (265) (170) (405) (36)
------- ------ ------- -------
Income (loss) before income taxes 3,191 273 5,433 (700)
Provision for income taxes 429 161 675 223
------- ------ ------- -------
Income (loss) before accounting change 2,762 112 4,758 (923)
Cumulative effect of accounting change -- -- -- (470)
------- ------ ------- -------
Net income (loss) $ 2,762 $ 112 $ 4,758 $(1,393)
Earnings (loss) per share
Basic $ 0.12 $ (0.02) $ 0.20 $ (0.36)
Diluted $ 0.10 $ (0.02) $ 0.18 $ (0.36)
Weighted average Common shares outstanding:
Basic 20,245 17,341 19,931 17,282
Diluted 25,049 17,341 22,211 17,282
Balance Sheet Data:
30-JUN 31-DEC
2001 2000
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Cash, cash equivalents & investments $11,655 $15,138
Working capital 28,299 25,177
Total assets 94,193 86,514
Total debt 9,703 13,630
Total stockholders' equity 62,522 53,781