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): May 13, 2005
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)
Registrant's 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
FIRST AMENDMENT TO THE INTEGRA LIFESCIENCES HOLDINGS CORPORATION 2003 EQUITY
INCENTIVE PLAN
On May 17, 2005, the stockholders of Integra LifeSciences Holdings Corporation
(the "Company") approved the First Amendment to the Integra LifeSciences
Holdings Corporation 2003 Equity Incentive Plan. The amendment was approved by
the Board of Directors of the Company, subject to approval by stockholders, on
February 22, 2005.
The amendment increases the number of shares of common stock authorized for
issuance under the plan from 2,500,000 to 4,000,000 and makes certain
administrative amendments.
A copy of the amendment is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item.
RESTRICTED STOCK AGREEMENT
On May 17, 2005, the Board of Directors approved the form of restricted stock
agreement for awards of restricted stock made to non-employee directors who
elect to receive all or a portion of their annual retainer of $40,000 in
restricted stock. The shares of restricted stock will be issued under the
Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan.
A copy of the form is attached as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated by reference into this Item.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On May 13, 2005, Mr. Neal Moszkowski notified the Board of Directors that he
would not stand for re-election as a director at the annual meeting of
stockholders. Mr. Moszkowski's letter to Board of Directors is attached as
Exhibit 17.1 to this Current Report on Form 8-K and is incorporated by reference
into this Item.
ITEM 8.01. OTHER EVENTS.
On May 17, the Company held its annual meeting of stockholders. As result of Mr.
Moszkowski's decision not to stand for re-election as a director (as described
in Item 5.02(a) above), the Company's Board of Directors reduced the number of
members of the Board of Directors from seven to six prior to the meeting. A copy
of the press release issued by the Company announcing the results of its annual
meeting is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
- ------------------- ---------------------------
10.1 First Amendment to the Integra LifeSciences Holdings
Corporation 2003 Equity Incentive Plan
10.2 Form of Restricted Stock Agreement for non-employee
directors under the Integra LifeSciences Holdings
Corporation 2003 Equity Incentive Plan
17.1 Letter from Neal Moszkowski dated May 13, 2005
99.1 Press release issued May 17, 2005
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: May 17, 2005 By: /s/ Stuart M. Essig
-------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
- ------------------- ---------------------------
10.1 First Amendment to the Integra LifeSciences Holdings
Corporation 2003 Equity Incentive Plan
10.2 Form of Restricted Stock Agreement for non-employee
directors under the Integra LifeSciences Holdings
Corporation 2003 Equity Incentive Plan
17.1 Letter from Neal Moszkowski dated May 13, 2005
99.1 Press release issued May 17, 2005
FIRST AMENDMENT TO THE
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
2003 Equity Incentive Plan
This First Amendment (the "Amendment") to the Integra
LifeSciences Holdings Corporation 2003 Equity Incentive Plan (the "Plan"), which
was approved by the Board of Directors of Integra LifeSciences Holdings
Corporation (the "Company") on February 22, 2005 and made effective as of
May 17, 2005, amends the Plan as follows:
1. The first sentence of Section 5 is hereby amended to read in its
entirety as follows:
"The aggregate number of Shares that may be delivered under the Plan is
4,000,000."
2. Section 2(g) is hereby amended to read in its entirety as follows:
"Committee" shall mean the Company's Compensation Committee of the
Board, which shall consist solely of not fewer than two directors of the
Company who shall be appointed by, and serve at the pleasure of, the
Board (taking into consideration the rules under section 16(b) of the
Exchange Act and the requirements of section 162(m) of the Code)."
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Company, has caused this First Amendment to be executed on this 17th day
of May, 2005.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By: /s/ Stuart M. Essig
----------------------------
Name: Stuart M. Essig
Title: President and Chief Executive Officer
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Award Agreement"), dated
as of ____________ (the "Award Date"), is made by and between Integra
LifeSciences Holdings Corporation, a Delaware corporation (the "Company"), and
________________________, [an employee] or [an Associate] of the Company (or one
or more of its Related Corporations or Affiliates), hereinafter referred to as
the "Participant":
WHEREAS, the Company maintains the Integra LifeSciences
Holdings Corporation 2003 Equity Incentive Plan, as amended (the "Plan") and
wishes to carry out the Plan, the terms of which are hereby incorporated by
reference and made part of this Award Agreement; and
NOW, THEREFORE, in consideration of the various covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms not otherwise defined below shall have the
meaning set forth in the Plan. The masculine pronoun shall include the feminine
and neuter, and the singular the plural, where the context so indicates.
Section 1.1 Restricted Stock. "Restricted Stock" shall mean ___
shares of Common Stock of the Company issued under this Award Agreement and
subject to the Restrictions imposed hereunder.
Section 1.2 Restrictions. "Restrictions" shall mean the
forfeiture and transferability restrictions imposed upon Restricted Stock under
the Plan and this Award Agreement.
Section 1.3 Rule 16b-3. "Rule 16b-3" shall mean that certain
Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to
time.
Section 1.4 Secretary. "Secretary" shall mean the Secretary of
the Company.
Section 1.5 Termination of Service. "Termination of Service" s
hall mean the time when the Participant ceases to provide services to the
Company and its Related Corporations and Affiliates as an employee or Associate
for any reason with or without cause, including, but not by way of limitation,
a termination by resignation, discharge, death, or Disability, but excluding a
termination where the Participant is simultaneously reemployed by, or remains
employed by, or continues to provide services to, the Company and/or one or more
of its Related Corporations and Affiliates or a successor entity thereto.
Section 1.6 Vested Shares. "Vested Shares" shall mean the share
of Restricted Stock which are no longer subject to the Restrictions by reason of
Section 3.2.
Section 1.7 Vesting Date. "Vesting Date" shall mean the six
month anniversary of the Award Date.
ARTICLE II.
ISSUANCE OF RESTRICTED STOCK
Section 2.1 Issuance of Restricted Stock. On the date hereof the
Company issues to the Participant the Restricted Stock subject to the
Restrictions and other conditions set forth in this Award Agreement. The Company
shall cause the Restricted Stock to be issued in the name of the Participant or
held in book entry form, but if a stock certificate is issued it shall be
delivered to an held in custody by the Company until the Restrictions lapse or
such Restricted Stock is forfeited. As a further condition to the Company's
obligations under this Award Agreement, the Participant's spouse, if any, shall
execute and deliver to the Company the Consent of Spouse attached hereto as
Exhibit A.
Section 2.2 Restrictions. Until vested pursuant to Section 3.2,
the Restricted Stock shall be subject to forfeiture as provided in Section 3.1
and may not be sold, assigned, transferred, pledged, or otherwise encumbered or
disposed of.
Section 2.3 Vesting and Dividend Rights. The Participant, shall
have all the rights of a stockholder with respect to his Restricted Stock,
including the right to vote the Restricted Stock and the right to receive all
dividends or other distributions paid or made with respect to the Restricted
Stock.
ARTICLE III.
RESTRICTIONS
Section 3.1 Forfeiture. Upon the Participant's Termination of
Service, the Participant's rights in Restricted Stock that has not yet vested
pursuant to Section 3.2 shall lapse, and such Restricted Stock shall be
surrendered to the Company without consideration (and, in the event of
certificates representing such Restricted Stock are held by the Company, such
Restricted Stock shall be so transferred without any further action by the
Participant).
Section 3.2 Termination of Restrictions. The Restrictions shall
terminate and lapse, and such shares shall vest in the Participant and become
Vested Shares on the Vesting Date, provided that the Participant has continued
to serve as an employee or an Associate from the Award Date to and including the
Vesting Date. Notwithstanding the foregoing, upon a Change in Control, all
Restrictions shall lapse and all Restricted Stock shall become Vested Shares.
Section 3.3 Lapse of Restrictions. Upon the Vesting Date, the
Company shall issue new certificates evidencing the Vested Shares and delivered
to the Participant or his legal representative, free from the legend provided
for in Section 4.2 and any of the other Restrictions; provided, however, such
certificates shall bear any other legends as the Company may determine are
required to comply with Section 4.6. Such Vested Shares shall cease to be
considered Restricted Stock subject to the terms and conditions of this Award
Agreement. Notwithstanding the foregoing, no such new certificate shall be
delivered to the Participant or his legal representative unless and until the
Participant or his legal representative shall have paid to the Company in cash
or by check the full amount of all federal, state and local withholding or other
employment taxes applicable to the taxable income of the Participant resulting
from the lapse of the Restrictions.
ARTICLE IV.
MISCELLANEOUS
Section 4.1 No Additional Rights. Nothing in this Award Agreement
or in the Plan shall confer upon any person any right to a position as an
Associate or continued employment by the Company or any of its Related
Corporations or Affiliates or affect in any way the right of any of the
foregoing to terminate the services of an individual at any time.
Section 4.2 Legend. Any certificates representing shares of
Restricted Stock issued pursuant to this Award Agreement shall, until all
Restrictions lapse and new certificates are issued pursuant to Section 3.3, bear
the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
VESTING REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF
THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN INTEGRA LIFESCIENCES
HOLDINGS CORPORATION AND THE HOLDER OF THE SECURITIES. PRIOR TO VESTING OF
OWNERSHIP IN THE SECURITIES, THEY MAY NOT BE, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, OR OTHERWISE ENCUMBERED OR DISPOSED OF UNDER ANY CIRCUMSTANCES.
COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE
CORPORATION AT 311 ENTERPRISE DRIVE, PLAINSBORO, NEW JERSEY 08536.
Section 4.3 Tax Withholding. On the Vesting Date, the Company
shall notify the Participant of the amount of tax which must be withheld by the
Company under all applicable federal, state and local tax laws. The Participant
agrees to make arrangements with the Company to (a) remit a cash payment of the
required amount to the Company or (b) to authorize the deduction of such amounts
from the Participant's compensation.
Section 4.4 Notices. Any notice to be given under the terms of
this Award Agreement to the Company shall be addressed to the Company in care of
its Secretary, and any notice to be given to the Participant shall be addressed
to him at the address given beneath his signature hereto. By a notice given
pursuant to this Section 4.4, either party may hereafter designate a different
address for notices to be given to it or him. Any notice which is required to be
given to the Participant shall, if the Participant is then deceased, be given to
the Participant's personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section 4.4. Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.
Section 4.5 Titles. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Award Agreement.
Section 4.6 Conformity to Securities Laws. This Award Agreement
is intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to the contrary,
this Award Agreement shall be administered, and the Restricted Stock shall be
issued, only in such a manner as to conform to such laws, rules and regulations.
To the extent permitted by applicable law, this Award Agreement and the
Restricted Stock issued hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
Section 4.7 Amendment. This Award Agreement may be amended only
by a writing executed by the parties hereto which specifically states that it is
amending this Award Agreement.
Section 4.8 Governing Law. The laws of the State of Delaware
shall govern the interpretation, validity, administration, enforcement and
performance of the terms of this Award Agreement regardless of the law that
might be applied under principles of conflicts of laws.
*****
IN WITNESS HEREOF, this Award Agreement has been executed and
delivered by the parties hereto.
INTEGRA LIFESCIENCES HOLDINGS
THE PARTICIPANT CORPORATION
By:
- --------------------------- --------------------------
[Name] Name:
- --------------------------- --------------------------
Address Title:
--------------------------
EXHIBIT A
CONSENT OF SPOUSE
I, ____________________, spouse of _________________ have read and
approve the foregoing Award Agreement. In consideration of granting of the right
to my spouse to purchase shares of Integra LifeSciencies Holdings Corporation as
set forth in the Award Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Award
Agreement and agree to be bound by the provisions of the Award Agreement insofar
as I may have any rights in said Award Agreement or any shares issued pursuant
thereto under the community property laws or similar laws relating to marital
property in effect in the state of our residence as of the date of the signing
of the foregoing Award Agreement.
Dated: _______________, ______
----------------------------------
[Spouse's Name]
Neal Moszkowski
888 Seventh Avenue
New York, NY 10106
May 13, 2005
Richard E. Caruso
Chairman of the Board of Directors
Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, NJ 08536
Dear Richard,
I have decided not to stand for re-election as a director of Integra
LifeSciences Holdings Corporation at the annual meeting of stockholders to be
held on May 17, 2005. As you know, my new firm TowerBrook Capital Partners, L.P.
has been formed as a consequence of a spinout from Soros Fund Management LLC,
and is not responsible for the management of the continuing Soros investment in
Integra. Thus, this is an appropriate moment for me to end my service on
Integra's Board. My decision was not the result of any disagreement with
Integra's management or auditors on any matter relating to the Integra's
operations, policies or practices.
It has been a pleasure working with you over the last six years. I wish
you and Integra continued success.
Very truly yours,
/s/ Neal Moszkowski
Neal Moszkowski
cc: Board of Directors
Integra LifeSciences Holdings Corporation
Stuart M. Essig
News Release
Contact:
Integra LifeSciences Holdings Corporation
John B. Henneman, III Maria Platsis
Executive Vice President and Senior Director of Corporate Development
Chief Administrative Officer and Investor Relations
(609) 936-2481 (609) 936-2333
jhenneman@Integra-LS.com mplatsis@Integra-LS.com
Integra LifeSciences Announces Results of
Stockholders' Vote at Annual Meeting
Plainsboro, New Jersey, May 17, 2005 -- Integra LifeSciences Holdings
Corporation (Nasdaq: IART) announced at the annual meeting of stockholders today
that David C. Auth, Ph.D., Keith Bradley, Ph.D., Richard E. Caruso, Ph.D.,
Stuart M. Essig, James M. Sullivan, and Anne M. VanLent were elected to the
Company's Board of Directors for one-year terms. Mr. Neal Moszkowski notified
the Board of Directors that he decided not to stand for re-election as a
director at the annual meeting as a result of his new firm TowerBrook Capital
Partners, L.P. being formed as a consequence of a spinout from Soros Fund
Management LLC and no longer being responsible for the management of the
continuing Soros investment in Integra. Stockholders also ratified the
appointment of PricewaterhouseCoopers LLP as the Company's independent auditors
and approved an amendment to the Company's 2003 Equity Incentive Plan that
increased the number of shares authorized for issuance under the Plan from
2,500,000 to 4,000,000.
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, 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).
Source: Integra LifeSciences Holdings Corporation