File pursuant to Rule 424(b)(7)
Registration No. 333-146185
PROSPECTUS SUPPLEMENT NO. 2
(To prospectus dated September 19, 2007)
2,490,131 Shares
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Common Stock
This prospectus supplement no. 2, which supplements the prospectus
dated September 19, 2007 and filed by us on September 20, 2007 (as amended by
prospectus supplement no. 1 dated December 14, 2007), relates to the resale from
time to time by selling stockholders of the shares of common stock that may be
issued to them upon the conversion of our 2.75% Senior Convertible Notes due
2010.
You should read this prospectus supplement no. 2 in conjunction with
the related prospectus and prospectus supplement no. 1, which should be
delivered in conjunction with this prospectus supplement no. 2. This prospectus
supplement no. 2 is not complete without, and may not be delivered or used
except in conjunction with the prospectus, including prospectus supplement no. 1
and any amendments or other supplements to the prospectus. This prospectus
supplement no. 2 is qualified by reference to the prospectus and prospectus
supplement no. 1, except to the extent that the information provided by this
prospectus supplement no. 2 supersedes information contained in the prospectus
and prospectus supplement no. 1.
You should read and rely only on the information contained in this
prospectus supplement no. 2 and the related prospectus and prospectus supplement
no. 1, together with additional information described on page 34 of the related
prospectus under the heading "Where You Can Find More Information and
Incorporation by Reference." Neither we nor the selling stockholders have
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it.
Neither we nor the selling stockholders are making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information contained or incorporated by reference in
this prospectus supplement no. 2 or the related prospectus and prospectus
supplement no. 1 is accurate only as of the dates of the documents containing
the information.
Investing in our common stock involves risks. See "Risk Factors"
beginning on page 5 of the related prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement no. 2 and the related
prospectus and prospectus supplement no. 1. Any representation to the contrary
is a criminal offense.
THIS PROSPECTUS SUPPLEMENT NO. 2 IS DATED MARCH 13, 2008.
SELLING STOCKHOLDERS
The information appearing in the table below with respect to the
selling stockholders named therein supplements and supersedes the information
with respect to such selling stockholders in the table appearing under the
heading "Selling Stockholders" in the related prospectus dated September 19,
2007 and filed on September 20, 2007 and prospectus supplement no. 1. The
information is based solely on information provided to us by or on behalf of the
selling stockholders on or prior to March 12, 2008 in Selling Securityholder
Notices and Questionnaires.
The number of shares of our common stock issuable upon the conversion
of the notes shown in the table below assumes conversion of the full amount of
notes held by each selling stockholder at the initial conversion rate of 15.0917
shares of our common stock per $1,000 principal amount of notes and a cash
payment in lieu of any fractional share, which rate is subject to adjustment
upon the occurrence of certain events. Accordingly, the number of shares of our
common stock issued upon the conversion of the notes may increase or decrease
from time to time. The selling stockholders may offer all, some or none of the
shares of our common stock that we may issue upon the conversion of the notes.
Therefore, we cannot estimate the number of shares of our common stock that will
be held by the selling stockholders upon consummation of any of these sales. The
number of shares of our common stock owned by the other selling stockholders or
any future transferee from any such holder assumes that they do not beneficially
own any shares of common stock other than the common stock that we may issue to
them upon the conversion of the notes. In addition, the selling stockholders
identified below may have acquired, sold, transferred or otherwise disposed of,
in transactions exempt from the registration requirements of the Securities Act,
all or a portion of their notes or shares of our common stock since the date on
which they provided the information regarding their notes and therefore the
aggregate number of shares set forth in the table below may exceed the number of
shares actually issuable upon conversion of the notes.
Based upon information provided by the selling stockholders, none of
the selling stockholders or their affiliates has, or within the past three years
has had, any material relationship with us or any of our predecessors or
affiliates, except as disclosed below.
Principal
Amount of Number of Number of
Notes Owned Shares Shares Percentage of
Prior to Beneficially Number of Beneficially Shares
Offering (in Owned Prior to Shares Being Owned After Outstanding
Name of Selling Stockholder U.S. dollars) Offering (1) Offered Offering (2) (2)(3)
Advent Convertible Arbitrage Master 8,535,000 128,807 128,807 -- *
Advent Enhanced Phoenix 4,285,000 64,667 64,667 -- *
B.C. McCabe Foundation 150,000 2,263 2,263 -- *
Commissioners of the Land Office 2,010,000 30,334 30,334 -- *
dbx-Convertible Arbitrage 12 Fund c/o
Quattro Global Capital, LLC 376,000 5,674 5,674 -- *
Florida Light and Power 912,000 13,763 13,763 -- *
Forest Global Convertible Master
Fund, L.P. 2,268,000 34,227 34,227 -- *
Forest Multi-Strategy Master Fund
SPC, on behalf of its Multi-Strategy
Segregated Portfolio 80,000 1,207 1,207 -- *
Governing Board Employees Benefit
Plan of the City of Detroit 12,000 181 181 -- *
Healthcare Georgia Foundation 58,000 875 875 -- *
HFR CA Global Opportunity Master Trust 593,000 8,949 8,949 -- *
HFR CA Op Master Trust 119,000 1,795 1,795 -- *
HFR RVA Select Performance Master
Trust 245,000 3,697 3,697 -- *
Institutional Benchmark Series Limited 897,000 13,537 13,537 -- *
Institutional Benchmark Series
(Master Feeder) Limited in respect of
Electra Series c/o Quattro Global
Capital, LLC 1,316,000 19,860 19,860 -- *
Intl. Truck & Engine Corp. Non
Contributory Retirement Plan Trust 925,000 13,959 13,959 -- *
Intl. Truck & Engine Corp. Retirement
Plan for Salaried Employees Trust 450,000 6,791 6,791 -- *
KeySpan Insurance Company 225,000 3,395 3,395 -- *
KeySpan Foundation 85,000 1,282 1,282 -- *
LLT Limited 266,000 4,014 4,014 -- *
Lord Abbett Investment Trust -- LA
Convertible Fund 5,370,000 81,042 81,042 -- *
Lyxor/Forest Fund Limited 4,048,000 61,091 61,091 -- *
Lyxor Master Trust Fund 126,000 1,901 1,901 -- *
Lyxor / Quattro Fund Limited c/o
Quattro Global Capital, LLC 150,000 2,263 2,263 -- *
National Fuel & Gas Company
Retirement Plan 700,000 10,564 10,564 -- *
NYC Teachers' Variable Annuity Fund 2,050,000 30,937 30,937 -- *
Pension, Hospitalization Benefit Plan
of the Electrical Ind Plan 800,000 12,073 12,073 -- *
Philadelphia Board of Pensions 875,000 13,205 13,205 -- *
Quattro Fund Ltd. 7,144,000 107,815 107,815 -- *
Quattro Multistrategy Masterfund LP 564,000 8,511 8,511 -- *
Raytheon Phoenix 756,000 11,409 11,409 -- *
Sage Capital Management, LLC 1,500,000 22,637 22,637 -- *
SCI Cemetery Merchandise Common Trust 160,000 2,414 2,414 -- *
SCI Pre-Need Common Trust Fund 80,000 1,207 1,207 -- *
Seattle City Employee Retirement
System 85,000 1,282 1,282 -- *
Teacher Retirement System of the City
of New York 1,134,000 17,113 17,113 -- *
Tenor Opportunity Master Fund, Ltd. 35,000,000 528,209 528,209 -- *
Total Fina Elf Finance USA, Inc. 375,000 5,659 5,659 -- *
Vermont Mutual Insurance Company 200,000 3,018 3,018 -- *
* Less than 1%.
(1) Certain of the selling stockholders listed in this table may also own
or be deemed to own shares of the Company's common stock issuable upon
conversion of the 2008 notes and/or the 2012 notes.
(2) The beneficial ownership in this column assumes that the selling
stockholder sells all of the shares offered by this prospectus that are
beneficially owned by the selling stockholder and that prior to the
sale of such shares the selling stockholder does not acquire additional
shares or dispose of shares beneficially owned by the stockholder that
are not being offered pursuant to this prospectus.
(3) The percentage of outstanding shares is based on 26,454,967 shares of
common stock outstanding as of March 6, 2008.
