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): February 23, 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.
On February 23, 2006, the Compensation Committee of the Board of Directors of
Integra LifeSciences Holdings Corporation (the "Company") modified the annual
compensation payable to non-employee directors of the Company, effective as of
the Company's 2006 Annual Meeting of Stockholders.
The compensation was modified by increasing the annual retainer payable to
non-employee directors from $40,000 to $50,000. The annual retainer is payable
in one of the following four ways, at a director's election: (1) in cash, (2) in
restricted stock, (3) one half in cash and one half in restricted stock or (4)
in options to purchase common stock (the number of options determined by valuing
the options at 25% of the fair market value of the common stock underlying the
options), with a maximum of 5,000 options.
The Compensation Committee also modified the annual equity grant made to
non-employee directors to allow directors to receive their grant in the form of
restricted stock. Currently, directors receive a grant of options to purchase
7,500 shares of common stock, with the Chairman of the Board receiving options
to purchase 10,000 shares. Effective as of the Company's 2006 Annual Meeting of
Stockholders, non-employee directors will receive an annual equity grant, at
their election, of 7,500 options or 1,875 shares of restricted stock, with the
Chairman receiving 10,000 options or 2,500 shares of restricted stock.
A description of the compensation of non-employee directors of the Company 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
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10.1 Compensation of Non-Employee Directors of Integra LifeSciences
Holdings Corporation
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: February 28, 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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10.1 Compensation of Non-Employee Directors of Integra LifeSciences
Holdings Corporation
Compensation of Non-Employee Directors of Integra LifeSciences
Holdings Corporation
Effective as of the 2006 Annual Meeting of Stockholders of Integra LifeSciences
Holdings Corporation (the "Company"), the annual compensation payable to
non-employee directors of the Company will be as set forth below.
Directors will receive an annual equity grant, at their election, of 7,500
options or 1,875 shares of restricted stock, with the Chairman receiving 10,000
options or 2,500 shares of restricted stock.
Directors will also receive an annual retainer of $50,000, payable in one of
four ways, at their election: (1) in cash, (2) in restricted stock, (3) one half
in cash and one half in restricted stock or (4) in options to purchase common
stock (the number of options determined by valuing the options at 25% of the
fair market value of the common stock underlying the options), with a maximum of
5,000 options.
Cash payments will be paid in arrears on a quarterly basis. Options and
restricted stock will be granted on the date of the annual meeting of
stockholders at which directors are elected.
Options and restricted stock will fully vest six months after the grant date.
Options will expire on the six year anniversary of the grant date. The exercise
price of options granted will be the closing price of the Company's common stock
on the grant date, and restricted stock will be valued based on the closing
price of the Company's common stock on the date of the grant.
The Company will pay reasonable travel and out-of-pocket expenses incurred by
non-employee directors in connection with attendance at meetings to transact
business of the Company or attendance at meetings of the Board of Directors or
any committee thereof.