Filed by Bowne Pure Compliance
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 1, 2008
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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0-26224 |
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51-0317849 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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311 Enterprise Drive Plainsboro, NJ
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08536 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (609) 275-0500
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Not Applicable
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(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))
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously announced, on July 23, 2008, Integra LifeSciences Holdings Corporation, a Delaware
corporation (the Company), entered into the following agreements for the acquisition of Theken
Spine, LLC, Theken Disc, LLC and Therics, LLC (collectively, the Theken Companies): (i) Unit
Purchase Agreement among the Company, Theken Spine, LLC, Randall R. Theken and the other members of
Theken Spine, LLC set forth therein (the Theken Spine Unit Purchase Agreement); (ii) Unit
Purchase Agreement among the Company, Theken Disc, LLC, Randall R. Theken and the other members of
Theken Disc, LLC set forth therein; and (iii) Unit Purchase Agreement among the Company, Therics,
LLC, Randall R. Theken and AFBS, Inc. (collectively, the Unit Purchase Agreements). Pursuant to
the Unit Purchase Agreements, on August 1, 2008, the Company, through its wholly-owned subsidiary
Integra Spine, Inc., acquired all of the membership interests of each of the Theken Companies from
Randall R. Theken, the majority member of each company (Mr. Theken), and the remaining minority
members. The Theken Companies, based in Akron, Ohio, design, develop and manufacture spinal
fixation products, synthetic bone substitute products and spinal arthroplasty products.
The aggregate purchase price for the Theken Companies paid at closing was $75 million, on a
cash-free, debt-free basis, allocated as follows: $47 million for Theken Spine, $20 million for
Theken Disc and $8 million for Therics. In addition, under the Theken Spine Unit Purchase
Agreement, the Company has agreed to pay up to $125 million in earn-out payments to the members and
former appreciation rights holders of Theken Spine in accordance with a formula based on the net
sales of the Theken Companies during a two-year period following the closing. The description of
the terms of the Theken Spine Unit Purchase Agreement is qualified in its entirety by reference to
the copy of the Theken Spine Unit Purchase Agreement attached as Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company on July 24, 2008.
ITEM 7.01. REGULATION FD DISCLOSURE.
On August 4, 2008, the Company issued a press release announcing that it closed on its acquisition
of the Theken Companies. This press release is furnished as Exhibit 99.1 to this Form 8-K and
incorporated by reference as if set forth in full.
The information contained in Item 7.01 of this Current Report on Form 8-K is being furnished and
shall not be deemed filed for the purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that Section. The information contained in Item 7.01 of this Current Report
on Form 8-K shall not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in any such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial
Statements of Business Acquired.
The financial
statements required by this Item will be filed by amendment to this Current
Report on Form 8-K no later than 71 days after the date on which this Current
Report on Form 8-K is required to be filed.
(b) Pro Forma
Financial Information.
The pro forma
financial information required by this Item will be filed by amendment to this
Current Report on Form 8-K no later than 71 days after the date on which this
Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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Exhibit Number |
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Description of Exhibit |
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99.1
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Press release issued August 4, 2008 |
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.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
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Date: August 4, 2008 |
By: |
/s/ John B. Henneman, III
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John B. Henneman, III |
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Executive Vice President, Finance and
Administration, and Chief Financial Officer |
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Exhibit Index
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Exhibit Number |
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Description of Exhibit |
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99.1
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Press release issued August 4, 2008 |
Filed by Bowne Pure Compliance
Exhibit 99.1
News Release
Contacts:
Integra LifeSciences Holdings Corporation
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John B. Henneman, III
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Karen Mroz-Bremner |
Executive Vice President,
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Senior Manager, |
Finance and Administration
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Corporate Development |
and Chief Financial Officer
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and Investor Relations |
(609) 936-2481
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(609) 936-6929 |
jhenneman@Integra-LS.com
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Karen.mroz-bremner@integra-ls.com |
Integra LifeSciences Acquires Theken Spine
Plainsboro, New Jersey / August 4, 2008 Integra LifeSciences Holdings Corporation (NASDAQ:
IART) announced today that it has acquired Theken Spine, LLC, Theken Disc, LLC and Therics,
LLC (together Theken) for $75 million in cash, subject to certain adjustments, and up to $125
million in future payments based on the revenue performance of the business in the two years after
closing.
Integra expects to provide detailed guidance regarding the financial aspects of the transaction,
including the impact of acquisition and integration related charges, and the expected impact on
Integras future financial results on its second quarter earning results conference call on August
12, 2008.
About Theken
Headquartered in Akron, Ohio, Theken Spine, LLC, Theken Disc, LLC, and Therics, LLC specialize in
pioneering spinal implant technologies that seek to improve spinal surgical techniques, thereby
benefiting patients as well as surgeons. Theken Spine provides comprehensive product lines that
offer surgeons peace of mind through steadfast product reliability and easy-to-use instrumentation.
Products include cervical plates, pedicle screws, spacers, degenerative/deformity, trauma devices,
and synthetic bone substitute products. Theken Disc is a development stage company focused on next
generation artificial disc replacement technology. Please visit the Theken website at
(http://www.theken.com).
About Integra LifeSciences Holdings Corporation
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 are used primarily in
neurosurgery, extremity reconstruction, orthopedics and general surgery to treat millions of
patients every year. Integras 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.
IART-A
Source: Integra LifeSciences Holdings Corporation