UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2005
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 275-0500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On November 17, 2005, Integra NeuroSciences PR, Inc. ("Integra PR"), an indirect
wholly-owned subsidiary of Integra LifeSciences Holdings Corporation (the
"Company"), entered into a supplement and amendment to the Construction and
Lease Contract dated April 11, 2003 (the "Lease") with the Puerto Rico
Industrial Development Company ("PRIDCO").
The Supplement and Amendment to the Construction and Lease Contract (the
"Supplement"), which was dated October 24, 2005, provides for the lease of
additional premises consisting of 22,445.75 square feet at a second PRIDCO
building near the facility currently leased by Integra PR. The rent to be paid
is at a fixed rate of $3.25 per square foot for the 15 year term ($6,079.06
monthly, and $72,948.72 annually) to commence on the first day of the month
following the date of delivery of the premises to the Integra PR. The Supplement
also sets forth the security deposit ($8,753.85) and amends other sections of
the Lease to (i) require a minimum of 60 production workers with an annual
payroll of $1,200,000 instead of 85 production workers, (ii) require
installation of manufacturing machinery and equipment with a value of $1,000,000
within eighteen months of commencement of operations in the premises leased
under the Supplement instead of $ 900,899 within six months of the commencement
of the Lease, and (iii) acknowledge the agreement of Integra PR to certain
letter agreements with Caribe GE, the previous tenant of the space covered by
the Supplement. Integra PR is also required to remove certain special facilities
from the premises upon expiration or termination of the Lease, in accordance
with the terms and conditions of the Lease.
A copy of the Supplement is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ---------------------------
10.1 Supplement and Amendment to Lease Contract, dated October 24,
2005, to the Construction and Lease Contract dated April 11,
2003 between Integra NeuroSciences PR, Inc. and the Puerto Rico
Industrial Development Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: November 22, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
- -------------- ---------------------------
10.1 Supplement and Amendment to Lease Contract, dated October 24,
2005, to the Construction and Lease Contract dated April 11,
2003 between Integra NeuroSciences PR, Inc. and the Puerto Rico
Industrial Development Company
4
PUERTO RICO INDUSTRIAL DEVELOPMENT COMPANY
P.O. BOX 362350
SAN JUAN, PUERTO RICO 00936-2350
SUPPLEMENT AND AMENDMENT TO LEASE CONTRACT
NOW COME the PUERTO RICO INDUSTRIAL DEVELOPMENT COMPANY (hereinafter
referred to as the "LANDLORD"), and INTEGRA NEUROSCIENCES P.R., INC.
(hereinafter referred to as the "TENANT") and agree to Supplement and Amend
certain Lease Contract entered into by them on April 11, 2003 (hereinafter
referred to as the "Lease Contract") covering certain landsite and building
identified as Project No. T-0810-0-68 and its extensions, located at ANASCO,
Puerto Rico, in the following aspects:
ONE: Project Number T-0994-0-70, with floor area of 22,445.75 sq. ft.,
located in Anasco, Puerto Rico is hereby included in the Lease Contract as
additional leased premises (the "Additional Leased Premises").
TWO: The TENANT takes possession of the Additional Leased Premises in
their present "as is" condition, and agrees to be responsible for any and all
repairs necessary to the Additional Leased Premises, including the basic
electrical and mechanical systems thereof, upon the expiration or sooner
termination of the lease term, in accordance with the terms and conditions of
the Lease Contract.
In addition to the foregoing, the TENANT agrees to be responsible for
certain special facilities located in the Additional Leased Premises, and to
remove the same upon the request of the LANDLORD upon the expiration or sooner
termination of the lease term, in accordance with the terms and conditions of
the Lease Contract, including the following:
1. Fluorescent lamps throughout the building.
2. Metal Halide exterior lamps.
3. Fire alarm system.
4. Electrical Power System.
5. Air conditioning system throughout the building, including seven
(7) air conditioning units, with ducts and flashing.
6. Water sprinkler system.
THREE: Term - the term of the Lease Contract is not amended hereby.
FOUR: Rent - the rent provided under the Lease Contract is hereby
amended as follows:
Commencing on the first day of the month following the date of delivery
of the Additional Leases Premises to the TENANT, the rent for the Additional
Leased Premises shall be at the rate of $3.25 per square feet during the term of
the Leased Contract, equivalent to $6,079.06 monthly and $72,948.72 annually.
FIVE: Deposit - the TENANT shall deposit with the LANDLORD the amount
of $8,753.85, by Certified or Manager's Check, as a security deposit for the
Additional Leased Premises.
SIX: Employment - The number of employees required under Section SIX of
the Lease Contract is hereby amended to a minimum of sixty (60) production
workers with an annual payroll of $1,200,000.00.
SEVEN: Section SIX of the Lease Contract is hereby amended to provide
that the TENANT agrees to install manufacturing machinery and equipment with the
value of $1,000,000, within eighteen (18) months from the date of commencement
of operations in the Additional Leased Premises.
EIGHT: The Additional Leased Premises shall be used and occupied by
the TENANT exclusively in the manufacture of Medical Devices and Biomaterials
(SIC. NO. 3841).
NINE: On June 7, 2005, the TENANT executed an agreement with Caribe GE
International of Puerto Rico, Inc. in order to share the entranceway and guard
services to the Additional Lease Premises, and the TENANT agrees to be bound by
the terms of the agreement, identified as Exhibit I hereof.
Furthermore, the TENANT agrees to comply with the accords contained in
the letters dated November 23, 2004, May 23, 2005 and July 8, 2005, identified
as Exhibit II hereof.
All of the other terms and conditions of the Lease Contract, to the
extent not inconsistent with this Supplement and Amendment, shall remain in full
force and effect.
This is the sole agreement between the parties hereto with respect to
the Additional Leased Premises and the Lease Contract; and any clause in
conflict with the above that is contained in the Lease Contract is hereby
amended.
IN WITNESS HEREOF, the parties hereby execute this Supplement and
Amendment to the Lease Contract, at San Juan, Puerto Rico, on this 24th day
of October, 2005.
PUERTO RICO INDUSTRIAL DEVELOPMENT COMPANY
SSP #66-0292871
By: /s/ Anibal Espinosa-Valentin
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INTEGRA NEUROSCIENCES P.R., INC.
SSP #36-3951590
By: /s/ David Holtz
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