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): September 6, 2007
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-26224 | 51-0317849 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer 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
| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Maureen B. Bellantoni, the Executive Vice President and Chief Financial Officer of the Company, resigned effective September 6, 2007. Ms. Bellantoni’s Employment Agreement with the Company, dated January 10, 2006, was terminated in connection with her resignation, except for certain restrictive covenants that will survive the termination of the Employment Agreement.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Resignation of Maureen B. Bellantoni as Chief Financial Officer
(b) The information set forth above under “Item 1.02 – Termination of a Material Definitive Agreement” is incorporated into this Item 5.02.
Appointment of John B. Henneman, III as acting Chief Financial Officer
(c) Effective September 7, 2007, John B. Henneman, III, the Executive Vice President and Chief Administrative Officer of the Company, was appointed as the acting Chief Financial Officer of the Company. Mr. Henneman’s employment agreement and compensation will remain unchanged. The Company will immediately undertake a search for a new Chief Financial Officer.
Mr. Henneman, age 45, has been the Executive Vice President and Chief Administrative Officer of the Company since February 2003. Mr. Henneman was our General Counsel from September 1998 until September 2000 and our Senior Vice President, Chief Administrative Officer and Secretary from September 2000 until February 2003.
ITEM 7.01 REGULATION FD DISCLOSURE
Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is a press release issued on September 7, 2007 by the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release, dated September 7, 2007, issued by 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: September 7, 2007
|
By: | /s/ Stuart M. Essig | ||
| Stuart M. Essig President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No.
|
Description | |
99.1 |
Press Release, dated September 7, 2007, issued by Integra LifeSciences Holdings Corporation. |
Exhibit 99.1
News Release
Contacts:
Integra LifeSciences Holdings Corporation
|
John B. Henneman, III,
Executive Vice President, Chief Administrative Officer and acting Chief
Financial Officer (609) 936-2481
jhenneman@Integra-LS.com |
John Bostjancic, Vice President, Corporate
Development and Investor Relations (609) 936-2239 jbostjancic@Integra- LS.com |
Integra LifeSciences Announces
Resignation of Chief Financial Officer
Chief Administrative Officer to
Serve as Acting CFO
Plainsboro, New Jersey, Sept 7, 2007 – Integra LifeSciences Holdings Corporation (NASDAQ: IART) today announced that Maureen B. Bellantoni has resigned as the Executive Vice President and Chief Financial Officer of the Company, effective September 6, 2007. Ms. Bellantoni informed the Company that she was leaving to pursue other interests.
John B. Henneman, III, the Executive Vice President and Chief Administrative Officer of the Company, has been appointed as the acting Chief Financial Officer of the Company. The terms of Mr. Henneman’s compensation will remain unchanged. The Company will immediately undertake a search for a new Chief Financial Officer.
“We are grateful for Maureen’s service to the Company over the last 18 months and wish her much success in her future endeavors,” stated Stuart M. Essig, President and Chief Executive Officer of the Company. He added: “We are committed to identifying a highly-qualified CFO in the near term. I am confident that Jack Henneman, together with our dedicated finance team, will make this a smooth and effective transition as we continue to grow the Company.”
Integra LifeSciences Holdings Corporation, a world leader in regenerative medicine, is dedicated to improving the quality of life for patients through the development, manufacturing, and marketing of cost-effective surgical implants and medical instruments. Our products, used primarily in neurosurgery, extremity reconstruction, orthopedics and general surgery, are used to treat millions of patients every year. Integra’s headquarters are in Plainsboro, New Jersey, and we have research and manufacturing facilities throughout the world. 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 future (1) executive transition matters, (2) employment terms and (3) future performance potential. In addition, the economic, competitive, governmental, technological and other factors identified under the heading “Risk Factors” included in Item 1A of Integra’s Annual Report on Form 10-K for the year ended December 31, 2006 and information contained in subsequent filings with the Securities and Exchange Commission could affect actual results.