AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3841 51-0317849
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification Number)
organization) Classification Code Number)
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
(609) 275-0500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JOHN B. HENNEMAN, III
CHIEF ADMINISTRATIVE OFFICER AND SECRETARY
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
(609) 275-0500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
PETER M. LABONSKI, ESQ. PETER H. JAKES, ESQ.
LATHAM & WATKINS DAVID K. BOSTON, ESQ.
885 THIRD AVENUE, SUITE 1000 WILLKIE FARR & GALLAGHER
NEW YORK, NY 10022 787 SEVENTH AVENUE
(212) 906-1200 NEW YORK, NY 10019
(212) 728-8000
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [X] 333-62176
If this form is a Post-Effective Amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration statement number of the earlier effective Registration Statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to rule 434,
please check the following box. [ ]
The Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF AMOUNT OFFERING AGGREGATE OF
SECURITIES BEING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, 747,500 $25.50 $19,061,250 $4,765.31
$0.01 par
value per
share
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement, filed pursuant to the Securities Act of 1933, as
amended (the "Act"), and Rule 462(b) promulgated thereunder, hereby incorporates
by reference all of Part I and Part II of the Registrant's registration
statement on Form S-3, including all amendments and exhibits thereto, declared
effective on August 7, 2001 (Registration No. 333-62176). The Registrant is
filing this Registration Statement to register 747,500 shares of its common
stock, $0.01 par value per share.
The required opinions and consents are listed on the Exhibit Index attached
hereto and filed herewith.
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SIGNATURES
Under the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plainsboro, State of New Jersey, on August 8,
2001.
INTEGRA LIFESCIENCES HOLDINGS
CORPORATION
By: /s/ JOHN B. HENNEMAN, III
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John B. Henneman, III
Senior Vice President,
Chief Administrative Officer
Under the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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President, Chief Executive August 8, 2001
* Officer and Director
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Stuart M. Essig
Executive Vice President, August 8, 2001
Chief Operating Officer
* and Director
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George W. McKinney, III, Ph.D.
* Senior Vice President, August 8, 2001
Finance
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David B. Holtz
* Chairman and Director August 8, 2001
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Richard E. Caruso, Ph.D
* Director August 8, 2001
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James M. Sullivan
* Director August 8, 2001
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Keith Bradley, Ph.D.
* Director August 8, 2001
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Neal Moszkowski
/s/ JOHN B. HENNEMAN, III
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*By: John. B. Henneman, III
ATTORNEY-IN-FACT
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Latham & Watkins as to the legality of
the securities being registered hereunder
23.1 Consent of Latham & Watkins (contained in their
opinion filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants
24.1 Power of Attorney (included on the signature page
to Registrant's earlier effective registration
statement on Form S-3 (Registration No. 333-62176))
Exhibit 5.1
Latham & Watkins
BOSTON ATTORNEYS AT LAW NEW YORK
WWW.LW.COM
CHICAGO NORTHERN VIRGINIA
FRANKFURT __________ ORANGE COUNTY
HAMBURG SAN DIEGO
HONG KONG SAN FRANCISCO
LONDON SILICON VALLEY
LOS ANGELES SINGAPORE
MOSCOW TOKYO
NEW JERSEY WASHINGTON, D.C.
August 8, 2001
Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, NJ 08536
RE: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Ladies and Gentlemen:
In connection with the registration of 747,500 shares of
common stock of the Company, par value $0.01 per share (the "Shares"), under the
Securities Act of 1933, as amended (the "Act"), by Integra LifeSciences Holdings
Corporation, a Delaware corporation (the "Company"), on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
under the Act (the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.
In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
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53rd at Third o 885 Third Avenue o New York, New York 10022-4802
TELEPHONE: (212) 906-1200 o FAX: (212) 751-4864
LATHAM & WATKINS
August 8, 2001
Page 2
We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York and the General
Corporation Law of the State of Delaware, and we express no opinion with respect
to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing, it is our opinion that the Shares
have been duly authorized, and, upon issuance, delivery and payment therefor in
the manner contemplated by the Registration Statement, will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-3 of our
reports dated February 23, 2001, except for note 18, as to which the date is
March 16, 2001 and Note 2, as to which the date is May 14, 2001, relating to the
financial statements, which appear in such Registration Statement, and financial
statement schedules, which are incorporated by reference in such Registration
Statement, of Integra LifeSciences Holdings Corporation. We also consent to the
references to us under the headings "Experts" and "Selected Consolidated
Financial Data" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 7, 2001