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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): August 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 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On August 11, 2006, Integra LifeSciences Corporation ("ILS"), a wholly-owned
subsidiary of Integra LifeSciences Holdings Corporation (the "Company"), entered
into an amendment with Sorrento Montana, L.P. relating to one of the buildings
in its San Diego facility.
The amendment provides for the addition of approximately 5,000 square feet to
the leased space, effective August 15, 2006, and for approximately 1,800 square
feet (consisting of two suites) to be added to the leased space when such
additional space becomes vacant on approximately October 1, 2006. The monthly
base rate payable by ILS was increased, effective August 1, 2006, to $24,515.17.
It will increase when each additional suite is added to the leased space by an
additional $937.20 for one suite and additional $1,232.40 for the other suite.
The amendment provides for the exercise of ILS's option to extend the lease an
additional 24 months, through June 30, 2009. The monthly base rate payable from
July 1, 2007 through June 30, 2009 will be 104% of the base rate payable by ILS
for the month of June 2007.
In addition, ILS has a two-year option, exercisable before December 31, 2008, to
extend its occupancy through June 30, 2011. The monthly base rate payable from
July 1, 2009 through June 30, 2011 will be the then-prevailing market rate for
comparable space in the Sorrento Mesa and Sorrento Valley areas of San Diego
A copy of the amendment is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item.
ITEM 8.01. OTHER EVENTS.
On August 14, 2006, the Company announced that it modified and extended its
offer in which holders of its outstanding 2 1/2% Contingent Convertible
Subordinated Notes due 2008 may exchange these notes for new 2 1/2% Contingent
Convertible Subordinated Notes due 2008.
A copy of this press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
10.1 Fourth Amendment to Sublease dated as of August 15, 2006
by and between Sorrento Montana, L.P. and Integra
LifeSciences Corporation
99.1 Press release issued August 14, 2006 (Incorporated by
reference to Exhibit (a)(5)(iii) to the Company's Schedule
TO/A filed on August 15, 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: AUGUST 17, 2006 BY: /s/ STUART M. ESSIG
-----------------------------
STUART M. ESSIG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
10.1 Fourth Amendment to Sublease dated as of August 15, 2006
by and between Sorrento Montana, L.P. and Integra
LifeSciences Corporation
99.1 Press release issued August 14, 2006 (Incorporated by
reference to Exhibit (a)(5)(iii) to the Company's Schedule
TO/A filed on August 15, 2006)
EX-10.1
FOURTH AMENDMENT TO SUBLEASE
THIS FOURTH AMENDMENT TO SUBLEASE ("Fourth Amendment") is made as of August 15,
2006 by and between Sorrento Montana, L.P., a California Limited Partnership
("Landlord") and Integra LifeSciences Corporation, a Delaware Corporation
("Tenant"), with reference to the following facts and circumstances:
I. Landlord and Camino NeuroCare, Inc. entered into a Sublease dated
July 1, 2001 for approximately 16,205 square feet of premises
commonly known as Suites #706 through #714 and Suite #716, 5965
Pacific Center Boulevard, San Diego, California 92121
("Premises").
II. Landlord and Integra NeuroSciences CA Corporation ("Integra CA")
subsequently modified and amended the Sublease through First
Amendment to Sublease dated July 1, 2003, which in part extended
the term of the Sublease two additional years through June 30,
2005 and granted Tenant one Option to Renew the Sublease for an
additional two-year term through June 30, 2007.
III. Landlord and Integra CA again modified and amended the Sublease
through Second Amendment to Sublease dated June 1, 2004, which in
part added the approximately 1,180 square foot Suite #717 to
Tenant's Sublease effective June 1,2004.
IV. Landlord and Tenant further amended the Sublease through Third
Amendment to Sublease dated June 15, 2004, which (a) exercised
Tenant's Option To Renew the Sublease two additional years
through June 30, 2007, (b) granted Tenant one additional Option
To Renew the Sublease two Additional years through June 30, 2009,
and (c) Granted Tenant a one-time Right of First Refusal to add
Suites #701, #702 through #705 and #715 to Tenant's Sublease at
such time as they become available.
Landlord and Tenant desire to further modify, amend and supplement the Sublease
through this Fourth Amendment as follows:
a. Paragraph 1.4 ("PREMISES") is hereby amended to add the
approximately 4,956 square foot Suites #702 through #705 to
Tenant's Premises effective August 15, 2006. The
approximately 781 square foot Suite #701 and the
approximately 1,027 square foot Suite #715, both of which
are currently occupied, will be added to Tenant's Premises
the first day of the month following the vacating of the
respective spaces by their present occupants, which it is
anticipated will occur on or about October 1, 2006. Suites
#701, #702 through #705 and #715 will be added to Tenant's
Premises in an "as is" condition.
b. Tenant hereby exercises the Option to Renew granted in Third
Amendment to Sublease, and Paragraph 1.5 ("SUBLEASE TERM")
is therefore and hereby amended to extend the term of the
Sublease an additional twenty-four months through June 30,
2009. Tenant's Beginning Base Rent for the Option term
commencing July 1, 2007 shall be one hundred four percent
(104%) of the Base Rent payable by Tenant for the month of
June 2007.
c. Paragraph 1.9.1 ("BASE RENT") is hereby amended to provide
for payment of Base Rent by Tenant of Twenty-Four Thousand
Five Hundred Fifteen and 17/100 Dollars ($24,515.17) per
month effective August 1, 2006 with the addition of the
approximately 4,956 square foot Suites #702 through #705.
Tenants monthly Base Rent shall be further increased by (a)
Nine Hundred Thirty-Seven and 20/100 Dollars ($937.20) with
the addition of the approximately 781 square foot Suite #701
and (b) One Thousand Two Hundred
Thirty-Two and 40/100 Dollars ($1,232.40) with the addition
of the approximately 1,023 square foot Suite #715.
d. Paragraph 14.0 ("OPTION TO RENEW") is hereby amended to
provide Tenant with an Option to Renew ("Option") this
Sublease for one additional two-year term commencing July 1,
2009 and continuing for twenty-four consecutive months.
Provided Tenant is not in default of this Sublease or
Tenant's July 1, 2001 Sublease of 5955 Pacific Center
Boulevard as subsequently amended, Tenant shall exercise the
Option by notifying Landlord in writing on or before
December 31, 2008 of Tenant's intention to renew. Tenant's
Beginning Base Rent for the option term shall be the
then-prevailing market rate for comparable space in the
Sorrento Mesa and Sorrento Valley areas of San Diego.
Except as specifically provided in this Fourth Amendment, all of the terms,
conditions and definitions set forth in the Sublease shall remain unchanged and
in full force and effect. In the event of any conflict between this Fourth
Amendment and the Sublease, the terms of this Fourth Amendment shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment To
Sublease effective the day and year first written above:
LANDLORD: TENANT:
SORRENTO MONTANA, L.P., INTEGRA LIFESCIENCES
CORPORATION,
a California Limited Partnership a Delaware Corporation
By: Sorrento Commercial Properties, Inc.,
a California Corporation doing business as By: Donald Nociolo
Sorrento Management Company -------------------------------
Title: Senior VP Operations
------------------------
Date: 8/9/06
------
By: /s/ Roger W. Hillbrook
---------------------------
Roger W. Hillbrook
Vice President/Corporate Broker
Date: 8/11/06
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