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): July 26, 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.
On July 26, 2005, the Compensation Committee of the Board of Directors of
Integra LifeSciences Holdings Corporation modified the standard vesting schedule
for stock options granted under its stock option plans and equity incentive
plans on or after July 26, 2005. The modification provides that one quarter of
each option grant shall vest on each of the one year anniversary of the grant
date, the two year anniversary of the grant date, the three year anniversary of
the grant date and the four year anniversary of the grant date.
The form "Notice of Grant of Stock Options and Option Agreement" to be used in
connection with stock options grants is attached as Exhibit 10.1 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
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10.1 Form of Notice of Grant of Stock Options and Option
Agreement
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: July 29, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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10.1 Form of Notice of Grant of Stock Options and Option
Agreement
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Notice of Grant of Stock Options Integra LifeSciences Holdings Corporation
and Option Agreement ID: 51-0317849
311 Enterprise Drive
Plainsboro, New Jersey 08536
- --------------------------------------------------------------------------------
[NAME AND ADDRESS OF GRANTEE] Option Number:
Plan: [NAME OF PLAN]
ID:
- -------------------------------------------------------------------------------
Effective [DATE OF GRANT], you have been granted a(n) [Non-Qualified]
[Incentive] Stock Option to buy ____ shares of Integra LifeSciences Holdings
Corporation (the Company) stock at $[CLOSING PRICE OF COMMON STOCK ON DATE OF
GRANT] per share.
The total option price of the shares granted is $___________.
Shares in each period will become fully vested on the date shown.**
Shares Vest Type Full Vest Expiration
[1/4th of SHARES] On Vest Date [ONE YEAR [SIX YEAR
ANNIVERSARY OF ANNIVERSARY OF
GRANT DATE] GRANT DATE]
[1/4th of SHARES] On Vest Date [TWO YEAR [SIX YEAR
ANNIVERSARY OF ANNIVERSARY OF
GRANT DATE] GRANT DATE]
[1/4th of SHARES] On Vest Date [THREE YEAR [SIX YEAR
ANNIVERSARY OF ANNIVERSARY OF
GRANT DATE] GRANT DATE]
[1/4th of SHARES] On Vest Date [FOUR YEAR [SIX YEAR
ANNIVERSARY OF ANNIVERSARY OF
GRANT DATE] GRANT DATE]
- --------------------------------------------------------------------------------
By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.
- --------------------------------------------------------------------------------
- ----------------------------------------- -----------------------------
Integra LifeSciences Holdings Corporation Date
- ----------------------------------------- -----------------------------
Name Date
** The above is the standard vesting schedule for options granted to employees.
Options granted to directors will (a) fully vest on the six month anniversary of
the grant date and (b) expire on the six year anniversary of the grant date
(except that grants made to directors upon their initial election as a director,
will expire on the ten year anniversary of the grant date).