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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): June 9, 2011
Integra LifeSciences Holdings Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-26244
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510317849 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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311 Enterprise Drive, Plainsboro, New Jersey
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08536 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
Notes Offering
On June 9, 2011, Integra LifeSciences Holdings Corporation issued a press release pursuant to
Rule 135c under the Securities Act of 1933, as amended, regarding its proposed issuance of up to
$230.0 million in aggregate principal amount of convertible senior notes due 2016 (the Notes
Offering) through a private placement to qualified institutional buyers in the United States
pursuant to Rule 144A under the Securities Act of 1933.
In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
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99.1 |
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Press Release of Integra LifeSciences Holdings Corporation, dated
June 9, 2011 regarding the Notes Offering. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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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June 9, 2011 |
By: |
Stuart M. Essig
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Name: |
Stuart M. Essig |
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Title: |
Chief Executive Officer |
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Exhibit Index
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Exhibit No. |
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Description |
99.1 |
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Press release issued June 9, 2011 |
exv99w1
News Release
Contacts:
Integra LifeSciences Holdings Corporation
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John B. Henneman, III
Executive Vice President,
Finance and Administration,
and Chief Financial Officer
(609) 275-0500
jack.henneman@integralife.com
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Investor Relations:
Angela Steinway
(609) 936-2268
angela.steinway@integralife.com |
Integra Announces Private Placement of Convertible Senior Notes
PLAINSBORO, NJ, June 9, 2011 (GlobeNewswire)Integra LifeSciences Holdings Corporation (Nasdaq:
IART) today announced that it has commenced a private offering, subject to market conditions, of
$200,000,000 aggregate principal amount of convertible senior notes due 2016. Integra expects to
grant the initial purchasers of the notes a 30-day option to purchase up to an additional
$30,000,000 aggregate principal amount of notes to cover over-allotments. The notes will be
convertible, if certain conditions are met, into cash and, in certain circumstances, shares of
Integra common stock, based on a volume-weighted average price of the common stock on each day of
an observation period.
In connection with the pricing of this offering, Integra expects to enter into convertible note
hedge transactions with one or more of the initial purchasers or their respective affiliates (the
counterparties). These transactions are expected to reduce the potential dilution upon
conversion of the notes. Integra also expects to enter into warrant transactions with the
counterparties. The warrant transactions could separately have a dilutive effect on Integras
earnings per share if the market price of its common stock exceeds the strike price of the
warrants.
In connection with establishing their initial hedge of the convertible note hedge and warrant
transactions, the counterparties expect to enter into various derivative transactions with respect
to Integras common stock concurrently with or shortly after the pricing of the notes. These
activities could have the effect of increasing (or reducing the size of any decrease in) the market
price of Integras common stock.
Integra estimates that the net proceeds from the offering, after deducting estimated fees and
expenses and the initial purchasers discounts and commissions, will be approximately $194 million,
if the overallotment option is not exercised. Integra intends to use:
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a portion of the net proceeds to pay the cost of the convertible note hedge
transactions, taking into account the proceeds to Integra of the warrant transactions; |
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at least $40 million of the net proceeds to purchase shares of Integras common stock at
the closing of the sale of the notes; and |
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the balance of the net proceeds to repay a portion of the indebtedness under Integras
senior credit facility and for general corporate purposes. |
If the initial purchasers exercise the over-allotment option, Integra may enter into additional
convertible note hedge transactions and additional warrant transactions, with the balance of any
net proceeds to be used for general corporate purposes as described above.
The notes and the shares of Integras common stock issuable upon conversion of the notes, if any,
are not being registered under the Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and any applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these
securities, nor shall there be any sale of these securities, in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
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, the
expectations, plans and prospects for the Company, including whether or not the Company will offer
the notes or consummate the offering, the anticipated terms of the notes and the offering and the
anticipated use of proceeds of the offering. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from predicted or expected
results. These risks and uncertainties include market conditions and other factors beyond the
Companys control and the economic, competitive, governmental, technological and other factors
identified under the heading Risk Factors included in Item 1A of Integras Annual Report on Form
10-K for the year ended December 31, 2010 and in Integras Quarterly Report on Form 10-Q for the
three months ended March 31, 2011 and information contained in subsequent filings with the
Securities and Exchange Commission. These forward-looking statements are made only as of the date
hereof, and Integra undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
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