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): January 10, 2006
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.
The information set forth in Item 5.02 relating to certain agreements entered
into between Integra LifeSciences Holdings Corporation (the "Company") and
Maureen B. Bellantoni is incorporated by reference herein.
ITEM 5.02. DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b)(c) On January 10, 2006, Maureen B. Bellantoni joined the Company as
Executive Vice President and Chief Financial Officer.
David Holtz, currently Senior Vice President, Finance of the Company, ceased to
be the Company's principal financial officer in connection with Ms. Bellantoni's
appointment, but will maintain his role of principal accounting officer.
Ms. Bellantoni served as Senior Vice President and Chief Financial Officer of CP
Kelco, a global leader in the hydrocolloids market from 2003 through its sale to
J.M. Huber in October 2004. From 2000 to 2002, Ms. Bellantoni served as Chief
Financial Officer North America and Senior Vice President of Finance of Burger
King. During 1999 to 2000, she served as Executive Vice President Finance, for
Rohn Industries Inc. a publicly traded telecommunications company. From 1993 to
1998, she served at Sara Lee Corporation as President and Chief Operating
Officer for their Bil Mar Foods division, Vice President, Finance and Chief
Financial Officer for Sara Lee Meats, and Vice President, Finance and Chief
Financial Officer for PYA/Monarch, Inc. From 1985 to 1993, Ms. Bellantoni was
with Emerson Electric Company, as Vice President, Finance and Chief Financial
Officer for their Automatic Switch Division and Vice President, Far East and
Vice President, Finance and Chief Financial Officer for the Branson Ultrasonics
Corporation.
On January 10, 2006, the Company entered into an Employment Agreement with Ms.
Bellantoni. The following is a summary of the material terms of the agreement.
Term
The employment agreement provides for a term of employment with the Company
through January 10, 2007, with an automatic extension of the term of employment
for consecutive one year periods unless the Company or Ms. Bellantoni provides
notice that it or she elects not to extend the term.
Compensation and Benefits
The employment agreement provides that Ms. Bellantoni's base salary will be
$300,000. In addition, Ms. Bellantoni will have a target bonus opportunity of
40% of her base salary, based upon the satisfaction of certain performance
objectives as determined by the Compensation Committee of the Board of Directors
of the Company, in its sole discretion. The bonus will be paid part in cash and
part in restricted equity securities. Ms. Bellantoni is also eligible to
participate in the Company's employee benefit plans, stock-based plans and any
other plans and benefits covering executives of the Company.
Ms. Bellantoni will be reimbursed for (i) reasonable expenses for a temporary
apartment and rental car for ninety days, (ii) up to $25,000 of expenses
incurred in relocating her principal residence and (iii) up to $75,000 of real
estate brokerage and legal fees arising from the purchase of a principal
residence within commuting distance of the Company's headquarters. Ms.
Bellantoni will be required to reimburse the Company for all of the above
amounts if she terminates her employment with the Company during the initial
term of the employment agreement and for half of the above amounts if the
agreement is renewed and she terminates her employment with the Company between
January 11, 2007 and January 10, 2008.
Equity Grant
On January 10, 2006, pursuant to the terms of her employment agreement, Ms.
Bellantoni received an award of 10,000 shares of the Company's common stock,
subject to restrictions and forfeiture, under the Company's 2003 Equity
Incentive Plan. The award agreement provides that shares of common stock will be
issued to Ms. Bellantoni on January 10, 2009 if the Company sales in 2006, 2007
or 2008 are greater than sales in 2005. The shares will be issued earlier if the
Company experiences a change in control.
Severance Payments
If Ms. Bellantoni's employment with the Company is terminated by the Company for
a reason other than death, disability or cause or Ms. Bellantoni terminates her
employment with the Company for good reason, the Company will pay to her a lump
sum cash severance amount equal to her annual base salary as of her last day of
active employment. In addition, the Company will continue to maintain and
provide to Ms. Bellantoni continued participation in all group insurance, life
insurance, health and accident, disability and other employee benefit plans of
the Company in which she would have been entitled to participate had her
employment not terminated, at no cost, for a period ending on the earlier to
occur of (i) the first anniversary of her last day of employment, (ii) the date
she is employed on a full-time basis by another employer, or (iii) her death,
provided the continued participation in such plan is not prohibited by the terms
of the plan or for legal reasons. The Company will also reimburse Ms. Bellantoni
for any expenses that she incurred in relocating her principal residence for
which she is entitled to be reimbursed, including reimbursement for income taxes
that she incurs, if any, on any amounts reimbursed to her.
Ms. Bellantoni's employment agreement provides that, instead of the foregoing
severance benefits, if within 12 months of a change in control of the Company,
her employment with the Company is terminated by the Company for a reason other
than death, disability or cause or she terminates employment with the Company
for good reason, the Company will pay to her a lump sum cash payment equal to
2.99 times the sum of her annual base salary as of her last day of active
employment and target bonus. In addition, the Company will continue to maintain
and provide to Ms. Bellantoni continued participation in all group insurance,
life insurance, health and accident, disability and other employee benefit plans
of the Company in which she would have been entitled to participate in had her
employment not terminated, at no cost, for a period ending on the earlier to
occur of (i) the first anniversary of her last day of employment or (ii) her
death, provided the continued participation in such plan is not prohibited by
the terms of the plan or for legal reasons. All reasonable fees and expenses
incurred by Ms. Bellantoni as a result of her termination of employment will be
paid by the Company.
The above severance benefits are conditioned on Ms. Bellantoni and the Company
executing a release.
If any payment, coverage or benefit provided to Ms. Bellantoni is subject to the
excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), she will receive a "gross-up" payment so she would be in the same
net after-tax position she would have been in had Sections 280G and 4999 not
been part of the Code.
Restrictive Covenants
Ms. Bellantoni's employment agreement provides that during the term of this
agreement, and for the one year period after Ms. Bellantoni's termination of
employment with the Company, Ms. Bellantoni will be subject to certain covenants
not to compete against the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ---------------------------
99.1 Press release issued January 10, 2006
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: January 17, 2006 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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99.1 Press release issued January 10, 2006
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III Maria Platsis
Executive Vice President Senior Director of Corporate Development
Chief Administrative Officer and Investor Relations
(609) 936-2481 (609) 936-2333
jhenneman@Integra-LS.com mplatsis@Integra-LS.com
Integra LifeSciences Names Maureen Bellantoni
Chief Financial Officer
Plainsboro, New Jersey / January 10, 2006 / -- Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today that Maureen Blanchfield Bellantoni
will join the Company as Executive Vice President and Chief Financial Officer,
effective immediately. Ms. Bellantoni joins Integra with more than twenty years
experience in finance, accounting and operations.
"We are delighted that Maureen has agreed to join Integra," said Stuart M.
Essig, Integra's President and Chief Executive Officer, who is speaking at the
24th Annual JPMorgan Healthcare Conference. "Maureen will be focusing on all
aspects of our financial organization. I look forward to working closely with
Maureen as together we continue to build Integra through internal development
and strategic acquisitions."
"Maureen brings with her a diverse background of experience which we expect to
significantly strengthen our management team," said Keith Bradley, Chairman of
Integra's Audit Committee. "With her strong financial and operations background,
she will be a valuable asset to our Company as we continue to pursue our
expansion strategy."
"Integra's commitment to growth and profitability in the medical technology
industry is extremely impressive," said Ms. Bellantoni. "I am pleased to have
the opportunity to make a contribution to Integra's success at such an important
stage of its development."
David Holtz, currently Senior Vice President, Finance, will maintain his role of
principal accounting officer as well as assume responsibility for worldwide
shared services and planning and will report to Ms. Bellantoni. In this expanded
role, Mr. Holtz will utilize his experience in planning and reporting to unify
this critical worldwide function and to ensure that Integra's standards are
directly aligned and support the Company's strategy.
Ms. Bellantoni has extensive experience in both finance and operations. She most
recently served as Senior Vice President and Chief Financial Officer of CP
Kelco, a global leader in the hydrocolloids market from 2003 through its sale to
J.M. Huber. The business was owned by Lehman Brothers and J.M. Huber. From 2000
to 2002 Maureen served as Chief Financial Officer North America and Senior Vice
President of Finance of Burger King where she managed the worldwide finance
organization enabling the company to execute its business turnaround plan and
its separation from parent company Diageo, plc. During 1999 to 2000 she served
as Executive Vice President Finance for Rohn Industries Inc., a publicly traded
telecommunications company.
From 1993 to 1998 she served at Sara Lee Corporation as President and Chief
Operating Officer for their Bil Mar Foods division, Vice President, Finance and
Chief Financial Officer for Sara Lee Meats, and Vice President, Finance and
Chief Financial Officer for PYA/Monarch, Inc. At Sara Lee, Ms. Bellantoni
oversaw division CFOs throughout the United States, Mexico and Europe, and was
responsible for implementing rapid growth for her divisions, including designing
aggressive growth plans and coordinating worldwide business and operational
strategies.
From 1985 to 1993 Ms. Bellantoni was with Emerson Electric Company, as Vice
President, Finance and Chief Financial Officer for their Automatic Switch
Division and Vice President, Far East and Vice President, Finance and Chief
Financial Officer for the Branson Ultrasonics Corporation.
From 1996 to 2000 she served as a Member of the Board of Directors, Audit
Committee, and Compensation Committee of Michael Foods, Inc. Ms. Bellantoni
received a Bachelor of Science Degree from the University of Bridgeport and a
Master of Business Administration from the University of Connecticut.
Integra LifeSciences Holdings Corporation is a diversified medical technology
company that develops, manufactures, and markets medical devices for use in a
variety of applications. The primary applications for our products are
neurosurgery, reconstructive surgery and general surgery. Integra is a leader in
applying the principles of biotechnology to medical devices that improve
patients' quality of life. Our corporate headquarters are in Plainsboro, New
Jersey, and we have manufacturing and research facilities located throughout the
world. We have approximately 1,300 employees. Please visit our website at
(http://www.Integra-LS.com).
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from predicted or expected results. The economic, competitive,
governmental, technological and other factors identified under the heading
"Factors That May Affect Our Future Performance" included in the Business
section of Integra's Annual Report on Form 10-K for the year ended December 31,
2004 and information contained in subsequent filings with the Securities and
Exchange Commission could affect actual results.
Source: Integra LifeSciences Holdings Corporation