As filed with the Securities and Exchange Commission on September 23, 2003
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0317849
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 Enterprise Drive
Plainsboro, New Jersey 08536
(609) 275-0500
(Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)
Integra LifeSciences Holdings Corporation
2003 Equity Incentive Plan
(Full title of the plan)
John B. Henneman, III COPY TO:
Executive Vice President, Michael D. Levin
Chief Administrative Officer and Secretary Latham & Watkins LLP
Integra LifeSciences Holdings Corporation 233 South Wacker Drive, Suite 5800
311 Enterprise Drive Chicago, Illinois 60606
Plainsboro, New Jersey 08536 (312) 876-7700
(609) 275-0500
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
- ---------------------------------------------------------------------------------------------------
Common Stock ($0.01 par value) 2,500,000 shares $ 28.90 $ 72,250,000 $ 5,845.03
- ---------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the common stock on
the Nasdaq National Market on September 16, 2003
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Integra
LifeSciences Holdings Corporation (the "Registrant" or the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, filed with the Commission on March 21, 2003;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2003 and June 30, 2003, filed with the
Commission on May 15, 2003 and August 14, 2003, respectively;
(c) the Company's Current Reports on Form 8-K filed with the
Commission on March 25, 2003, June 18, 2003, June 27, 2003 and September 22,
2003;
(d) all other reports filed by the Company pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the Company's fiscal year ended December 31,
2002; and
(e) the description of the Company's common stock (the "Common
Stock") contained in the Company's Registration Statement on Form S-3/A
(Registration No. 333-62176), which became effective on August 7, 2001,
including any amendments or reports filed for the purpose of updating such
description.
All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents or reports.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained therein, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference, modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Officers and directors of the Company are covered by certain
provisions of the Delaware General Corporation Law (the "DGCL") and the
Company's charter, bylaws and insurance policies which serve to limit, and, in
certain instances, to indemnify them against, certain liabilities which they may
incur in such capacities. These various provisions are described below.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES. In June 1986,
Delaware enacted legislation which authorizes corporations to limit or eliminate
the personal liability of directors of corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. This duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all significant information
reasonably available to them. Absent the limitations now authorized by such
legislation, directors are accountable to corporations and their stockholders
for monetary damages for conduct constituting negligence or gross negligence in
the exercise of 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 charter limits the
liability of directors to the Company or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by such legislation. Specifically, the directors of the Company will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as director, except for liability: (1) for any breach of the director's duty of
loyalty to the Company or its stockholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (3) for unlawful payments of dividends or unlawful share repurchases or
redemptions as provided in Section 174 of the DGCL; or (4) for any transaction
from which the director derived an improper personal benefit.
INDEMNIFICATION AND INSURANCE. As a Delaware corporation, the
Company has the power, under specified circumstances generally requiring the
director or officer to act in good faith and in a manner he reasonably believes
to be in or not opposed to the Company's best interests, to indemnify its
directors and officers in connection with actions, suits or proceedings brought
against them by a third party or in the name of the Company, by reason of the
fact that they were or are such directors or officers, against expenses,
judgments, fines and amounts paid in settlement in connection with any such
action, suit or proceeding. The bylaws generally provide for mandatory
indemnification of the Company's directors and officers to the full extent
provided by Delaware corporation law. In addition, the Company has entered into
indemnification agreements with its directors and officers which generally
provide for mandatory indemnification under circumstances for which
indemnification would otherwise be discretionary under Delaware law.
The Company intends to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the Company, or is or was a
director or officer of the Company serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power or
obligation to indemnify him against such liability under the provisions of the
bylaws.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Form of 2003 Equity Incentive Plan (incorporated by reference to
Appendix A to Company's Proxy Statement pursuant to Section 14(a) of
the Exchanged Act, filed with the Commission on April 17, 2003)
5 Opinion of Latham & Watkins LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Latham & Watkins LLP (included in its opinion filed as
Exhibit 5 hereto)
24 Powers of Attorney (see signature page to this Registration Statement)
Item 9. Undertakings
1. Undertakings Required by Regulation S-K Item 512(a)
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
2. Undertakings Required by Regulation S-K Item 512(b).
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this 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.
3. Undertakings Required by Regulation S-K Item 512(h).
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of 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
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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 Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 date set forth
below.
Integra LifeSciences Holdings Corporation
By: /s/ David B. Holtz
-------------------------
David B. Holtz
Senior Vice President, Finance and Treasurer
Date: September 23, 2003
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Stuart M. Essig, John B.
Henneman, III and David B. Holtz and each of them, with full power of
substitution and full power to act without the other, his or her true and lawful
attorney-in-fact and agent to act for him or her in his or her name, place and
stead, in any and all capacities, to sign any and all amendments to the
registration statement to which this power of attorney is attached (including
without limitation any post-effective amendments thereto), and any registration
statement for the same offering that is to be effective under rule 462(b) of the
Securities Act, and to file each of the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they, he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by each of the following persons on September 23, 2003
in the capacities indicated.
SIGNATURE TITLE
/s/ Stuart M. Essig
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Stuart M. Essig, Ph.D President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ David B. Holtz
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David B. Holtz Senior Vice President, Finance and Treasurer
(Principal Financial and Accounting Officer)
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SIGNATURE TITLE
/s/ Richard E. Caruso
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Richard E. Caruso, Ph.D Chairman of the Board of Directors
/s/ Keith Bradley
- ------------------------
Keith Bradley, Ph.D Director
/s/ David Auth
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David Auth Director
/s/ Neal Moszkowski
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Neal Moszkowski Director
/s/ James M. Sullivan
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James M. Sullivan Director
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EXHIBIT 5
LATHAM & WATKINS LLP
Sears Tower, Suite 5800
Chicago, Illinois 60606
Telephone: (312) 876-7700
Fax: (312) 993-9767
September 23, 2003
Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey 08536
Re: Registration Statement on Form S-8 with respect to
2,500,000 shares of Common Stock, par value $.01 per share
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Ladies and Gentlemen:
In connection with the registration by Integra LifeSciences
Holdings Corporation, a Delaware corporation (the "COMPANY"), of 2,500,000
shares of common stock, par value $0.01 per share (the "SHARES"), issuable under
the Company's 2003 Equity Incentive Plan (the "PLAN"), under the Securities Act
of 1933, as amended, on Form S-8 filed with the Securities and Exchange
Commission on September 23, 2003 (the "REGISTRATION STATEMENT"), you have
requested our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to any matters of municipal law or the laws of any local agency within the
state.
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Subject to the foregoing, it is our opinion that the Shares have
been duly authorized and, when (a) issued and sold upon exercise of the options
for such Shares and payment of the exercise price therefor as contemplated by
the Plan and any agreement relating thereto or (b) duly awarded and issued upon
satisfaction of rights to purchase such Shares in accordance with the terms of
the Plan, such Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins LLP
Latham & Watkins LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 2003, except as to Note
15 which is as of March 17, 2003 and Notes 1 and 13 which are as of June 26,
2003, relating to the consolidated financial statements which appears in Integra
LifeSciences Holdings Corporation's Current Report on Form 8-K dated June 27,
2003. We also consent to the incorporation by reference of our report dated
February 21, 2003 relating to the financial statement schedule, which appears in
such Form 8-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
September 23, 2003