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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): December 17, 2004
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
(609) 275-0500 (Registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5.02. DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(d) On December 17, 2004, Integra LifeSciences Holdings Corporation (the
"Company") appointed Anne M. VanLent, age 56, as a director of the Company. The
press release issued by the Company announcing this appointment is attached as
Exhibit 99.1 to this report.
Ms. VanLent has been Executive Vice President and Chief Financial Officer of
Barrier Therapeutics, Inc., a pharmaceutical company that develops dermatology
products, since May 2002. Prior to joining Barrier Therapeutics, Ms. VanLent
served as a principal of the Technology Compass Group, LLC, a
healthcare/technology consulting firm, since she founded it in October 2001.
From July 1997 to October 2001, she was the Executive Vice President--Portfolio
Management for Sarnoff Corporation, a multidisciplinary research and development
firm. Ms. VanLent also currently serves as a director of Penwest Pharmaceuticals
Co., a Nasdaq-listed company.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
99.1 Press release issued December 20, 2004
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.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: December 21, 2004 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
99.1 Press release issued December 20, 2004
Exhibit 99.1
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III Maria Platsis
Executive Vice President Director, Corporate Development and
Chief Administrative Officer Investor Relations
(609) 936-2481 (609) 936-2333
jhenneman@integra-ls.com mplatsis@integra-ls.com
Integra LifeSciences Holdings Corporation Appoints
Anne M. VanLent to its Board of Directors
Plainsboro, NJ / December 20, 2004/ -- Integra LifeSciences Holdings Corporation
(Nasdaq: IART) today announced that effective immediately it has increased the
size of its Board of Directors to seven and appointed Anne M. VanLent to fill
the newly created vacancy. Ms. VanLent was also appointed to the Audit
Committee.
Ms. VanLent currently serves as Executive Vice President and Chief Financial
Officer of Barrier Therapeutics, Inc., a publicly traded pharmaceutical company
located in Princeton, New Jersey that develops prescription dermatology
products, a post she has held since the company's founding in May 2002.
Richard Caruso, Chairman of Integra's Board of Directors stated: "I am pleased
that Anne has agreed to join our Board of Directors. Anne is a seasoned senior
executive with extensive financial and governance expertise. Her broad interests
in healthcare and financial matters make her a great addition to the Board."
"I look forward to working with Stuart Essig, the Board, and the entire team at
Integra. I am enthusiastic about this new position as a Director and look
forward to contributing to Integra's mission of becoming a leader in medical
devices used in neurosurgery, reconstructive surgery and general surgery. I
believe Integra is well positioned to continue its technological leadership,"
said Ms. VanLent.
Commenting on Ms. VanLent's appointment to the Board, Stuart Essig, Integra's
President and Chief Executive Officer stated: "Anne's management experience and
leadership skills in the pharmaceutical industry are an excellent fit with
Integra's mission of bringing innovative medical technology to the market. I
look forward to Anne's future contributions to Integra's strategic development."
Prior to joining Barrier Therapeutics, Ms. VanLent served as a principal of the
Technology Compass Group, LLC, a healthcare and technology consulting firm she
founded in October 2001. From July 1997 to October 2001, she was the Executive
Vice President of Portfolio Management for Sarnoff Corporation, a
multidisciplinary research and development firm. There she directed Sarnoff's
venture spin-off process and was in charge of all patent and licensing
activities. Previously, she held senior management positions or consulted for a
number of private and public emerging growth healthcare companies. Ms. VanLent
also currently serves as a Director and Chair of the Audit Committee of Penwest
Pharmaceuticals Co. (NASDAQ: PPCO). She also served as a Director of i-STAT
Corporation; a publicly- traded medical device company, prior to its sale to
Abbott Laboratories earlier this year. She holds a BS degree in Physics from
Mount Holyoke College.
Integra LifeSciences Holdings Corporation is a diversified medical technology
company that develops, manufactures, and markets medical devices for use in a
variety of applications. The primary applications for our products are
neuro-trauma and neurosurgery, plastic and reconstructive surgery and general
surgery. Integra is a leader in applying the principles of biotechnology to
medical devices that improve patients' quality of life. Our corporate
headquarters are in Plainsboro, New Jersey, and we have manufacturing and
research facilities located throughout the world. We have approximately 1,200
employees. Please visit our website at (http://www.Integra-LS.com).
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, statements concerning expectations for future
financial results, including revenues, gross margins and earnings, development
of products and formation of strategic alliances. Such forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from predicted or expected results. In addition, the economic,
competitive, governmental, technological and other factors identified under the
heading "Factors That May Affect Our Future Performance" included in the
Business section of Integra's Annual Report on Form 10-K for the year ended
December 31, 2003 and information contained in subsequent filings with the
Securities and Exchange Commission could affect actual results.
Source: Integra LifeSciences Holdings Corporation