UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
-----------------------------------------
(F/K/A INTEGRA LIFESCIENCES CORPORATION)
----------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
457985208
---------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 2001
-------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 12 Pages
SCHEDULE 13D
CUSIP No. 457985208 Page 2 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
2,720,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,720,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,720,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
10.35%
14 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13D
CUSIP No. 457985208 Page 3 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,720,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,720,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,720,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
10.35%
14 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13D
CUSIP No. 457985208 Page 4 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,720,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,720,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,720,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
10.35%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. 457985208 Page 5 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,720,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,720,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,720,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
10.35%
14 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13D
CUSIP No. 457985208 Page 6 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
3,445,300
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,445,300
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,445,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
13.06%
14 Type of Reporting Person (See Instructions)
IA
Page 7 of 12 Pages
This Amendment No. 4 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Integra LifeSciences
Holdings Corporation (the "Issuer") (f/k/a Integra LifeSciences Corporation).
This Amendment No. 4 supplementally amends the initial statement on Schedule
13D, dated April 8, 1999 and all amendments thereto (collectively, the "Initial
Statement"), filed by the Reporting Persons (as defined herein). This Amendment
No. 4 is being filed by the Reporting Persons to report that the number of
Shares of which the Reporting Persons may be deemed to be the beneficial owners
has decreased by more than one percent of the outstanding shares of the Issuer.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Initial Statement is supplementally
amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC"); and
v) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of QIP and
SFM Domestic Investments LLC ("SFM Domestic Investments").
Set forth in Annex A hereto, and incorporated by reference, is updated
information concerning the identity and background of the officers and directors
of QIP and QIH Management.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of 2,720,625 Shares (approximately 10.35% of the total
number of Shares which would be outstanding assuming the exercise and conversion
of all of the securities held for the account of QIP). This number includes (A)
1,908,975 Shares held for the account of QIP; (B) 541,100 Shares issuable upon
conversion of 48,699 Series C Preferred Shares held for the account of QIP; and
(C) 270,550 Shares issuable upon exercise of 270,550 warrants held for the
account of QIP.
Page 8 of 12 Pages
(ii) Mr. Soros may be deemed the beneficial owner of 3,445,300
Shares (approximately 13.06% of the total number of Shares which would be
outstanding assuming the exercise and conversion of all of the securities held
for the accounts of QIP and SFM Domestic Investments). This number includes (A)
1,908,975 Shares held for the account of QIP; (B) 541,100 Shares issuable upon
conversion of 48,699 Series C Preferred Shares held for the account of QIP; (C)
270,550 Shares issuable upon exercise of 270,550 warrants held for the account
of QIP; (D) 636,325 Shares held for the account of SFM Domestic Investments; (E)
58,900 Shares issuable upon conversion of 5,301 Series C Preferred Shares held
for the account of SFM Domestic Investments; and (F) 29,450 Shares issuable upon
exercise of 29,450 warrants held for the account of SFM Domestic Investments.
(b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by virtue of
the QIP contract) and Mr. Soros (as a result of his position with SFM LLC) may
be deemed to have the sole power to direct the voting and disposition of the
2,720,625 Shares held for the account of QIP (assuming the conversion of all
Series C Preferred Shares and the exercise of all warrants held for the account
of QIP).
(ii) Mr. Soros in his capacity as a managing member of SFM
Domestic Investments may be deemed to have the sole power to direct the voting
and disposition of the 724,675 Shares held for the account of SFM Domestic
Investments (assuming the conversion of all Series C Preferred Shares and the
exercise of all warrants held for the account of SFM Domestic Investments).
(c) Except for the transactions listed in Annex B hereto, there
have been no transactions effected with respect to the Shares since July 5, 2001
(the date of the most recent filing on Schedule 13D) by any of the Reporting
Persons.
(d) (i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the securities held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) Certain members of SFM Domestic Investments have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the securities held for the account of SFM Domestic Investments.
(e) Not applicable.
Page 9 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: August 14, 2001 QUANTUM INDUSTRIAL PARTNERS LDC
By: _________________________________
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: ______________________________________
Richard D. Holahan, Jr.
Vice President
QIH MANAGEMENT, INC.
By: ______________________________________
Richard D. Holahan, Jr.
Vice President
SOROS FUND MANAGEMENT LLC
By: ______________________________________
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: __________________________________
Richard D. Holahan, Jr.
Attorney-in-Fact
Page 10 of 12 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Limited Administrative services Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue
Director and President Partners LLC 28th Floor
(United States) New York, NY 10106
Armando Belly General Counsel of SFM LLC 888 Seventh Avenue
Director and Secretary 33rd Floor
(United States) New York, NY 10106
Dan Eule Tax Director of SFM LLC 888 Seventh Avenue
Director 33rd Floor
(United States) New York, NY 10106
Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue
Director and Treasurer Soros Private Funds Management LLC 28th Floor
(United States) New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue
Vice President SFM LLC 33rd Floor
(United States) New York, NY 10106
Page 11 of 12 Pages
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Page 12 of 12 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date of Nature of Number of
For the Account of Transaction Transaction Securities Price
- ------------------ ----------- ----------- ---------- -----
QIP 8/8/01 Sale 234,375 $25.50 per Share
SFM Domestic Investments 8/8/01 Sale 78,125 $25.50 per Share
