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): July 11, 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 8.01. OTHER EVENTS.
ACQUISITION OF CANADA MICROSURGICAL LTD.
On July 11, 2006, Integra LifeSciences Holdings Corporation (the "Company")
announced that it is launching a direct sales force in Canada through the
acquisition of its longstanding distributor, Canada Microsurgical Ltd. A copy of
the press release issued by the Company announcing the acquisition is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description of Exhibit
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99.1 Press release issued July 11, 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: July 14, 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 July 11, 2006
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III Maria Platsis
Executive Vice President Vice President, Corporate Development
Chief Administrative Officer (609) 936-2333
(609) 936-2481 mplatsis@Integra-LS.com
jhenneman@Integra-LS.com
Integra LifeSciences Announces Direct Sales Strategy in Canada
Acquires Canada Microsurgical Ltd.
Plainsboro, New Jersey/July 11,2006--Integra LifeSciences Holdings Corporation
(NASDAQ:IART) announced today that it is launching a direct sales force in
Canada through the acquisition of its longstanding distributor, Canada
Microsurgical Ltd. Canada Microsurgical has eight sales representatives covering
every province in Canada.
"Canada Microsurgical has an outstanding reputation for customer service," said
Stuart M. Essig, Integra's Chief Executive Officer. "We are very happy that its
skilled sales and distribution operation will form the backbone of our expanding
Canadian business."
In addition to the United States and Canada, Integra sells directly to hospitals
in France, Germany, the United Kingdom and the Benelux countries.
In 2005, Canada Microsurgical had revenues of C$8.1 million, reflecting sales of
both Integra products and those of other leading medical technology companies.
Canada Microsurgical will continue to distribute the products of other companies
after the acquisition.
Integra paid C$6.4 million for Canada Microsurgical at closing. In addition,
Integra will pay up to an additional C$2.1 million over the next three years,
depending on the performance of the business. Integra expects the transaction to
be neutral to earnings this year and accretive next year.
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 1,600 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. Forward-looking statements
include, but are not limited to, statements concerning expectations for this
newly acquired business and the expected impact of this acquisition on Integra's
future financial results. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
predicted or expected results. Among other things, Integra's ability to
successfully integrate Canada Microsurgical into its operations could affect the
impact of this acquisition on Integra's future financial results. In addition,
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, 2005 and information contained in subsequent filings
with the Securities and Exchange Commission could affect actual results.
Source: Integra LifeSciences Holdings Corporation