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): October 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 Exchang
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 EMPLOYEE STOCK PURCHASE PLAN
On October 26, 2005, the Board of Directors of Integra LifeSciences Holdings
Corporation (the "Company") approved the First Amendment to the Company's
Employee Stock Purchase Plan (the "Plan"), effective January 1, 2006.
The amendment makes the following changes: (i) reducing the common stock
purchase price discount under the Plan from 15% to 5%, (ii) eliminating the
"look-back" provision for calculating the purchase price of common stock, (iii)
removing the 60-day notice requirement for employees to surrender their options
to purchase common stock under the Plan and (iv) allowing the Company to
terminate the options to purchase common stock under the Plan in the event of a
merger in which the Company is the surviving corporation. The amendment also
makes certain administrative changes.
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ---------------------------
10.1 First Amendment to the Company's Employee Stock Purchase Plan,
dated October 26, 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: November 1, 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 Company's Employee Stock Purchase Plan,
dated October 26, 2005
FIRST AMENDMENT TO THE
INTEGRA LIFESCIENCES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
This First Amendment (the "Amendment") to the Integra LifeSciences
Corporation Employee Stock Purchase Plan (the "Plan"), which was adopted by the
Compensation Committee of the Board of Directors of Integra LifeSciences
Holdings Corporation (the "Company") on October 26, 2005 and shall be effective
January 1, 2006, amends the Plan as follows:
1. The title of the Plan and Section 1 are hereby amended by deleting the text
"Integra LifeSciences Corporation" and inserting "Integra LifeSciences
Holdings Corporation" in place of the deleted text.
2. Section 2 is hereby amended by deleting the text "Stock Option Committee"
in the first sentence and inserting "Compensation Committee" in place of
the deleted text.
3. Section 5(a) is amended by deleting the third sentence thereof and
substituting the following in place of the deleted text:
"The term of the first option term shall be six (6) calendar months (or, in
the Committee's discretion may be fewer than six (6) calendar months); the
terms of the second and succeeding options shall be twelve (12) calendar
months (from January 1 to December 31) unless sooner terminated pursuant to
Section 9(h) (the "Option Term")."
4. Section 8(a) is amended by deleting the second sentence thereof and
substituting the following in place of the deleted text:
"However, in order for such surrender to be effective for the Option Term,
the employee's written notice must be received by the Company prior to the
end of the Option Term, at such time and in such manner as the Company may
require."
5. Section 9(b) is hereby amended to read in its entirety as follows:
"Option Price. The per share exercise price of an option shall be 95% of
the per share fair market value of the Common Stock as of the Exercise Date
for the Option Term. In making such determination, during such time as the
Common Stock is listed upon an established stock exchange or exchanges, the
per share "fair market value" shall be deemed to be the quoted closing
price on the last business day before the Exercise Date. During such time
as the Common Stock is not listed upon an established stock exchange, the
per share fair market value shall be determined by the Committee by a
method sanctioned by the Code, or rules and regulations thereunder. The
fair market value per share is to be determined in accordance with Treas.
Reg. Section 1.421-7(e) and 20.2031-2. Subject to the foregoing, the
Committee in fixing the exercise price shall have full authority and be
fully protected in doing so."
6. Section 9(h) is amended by deleting the second and third sentence thereof
and substituting the following in place of the deleted text:
"Subject to any required action by the stockholders, in the event of a
merger or consolidation of the Company with or into another company
(whether or not the Company is the surviving entity) then in the discretion
of the Committee either (i) each outstanding option shall pertain and apply
to the securities to which a holder of the number of shares of Common Stock
subject to the option would have been entitled, or (ii) each option shall
terminate, provided that each employee granted an option under this Plan
shall, in such event, have the right immediately prior to such merger or
consolidation to exercise his or her option and such date shall be the end
of the then Option Term. A dissolution or liquidation of the Company shall
cause each outstanding option to terminate, provided that each employee
granted an option under this Plan shall, in such event, have the right
immediately prior to such dissolution or liquidation, to exercise his or
her option and such date shall be the end of the then Option Term."
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Company, has caused this Amendment to be executed on this 26th day of
October, 2005.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By: /s/ Stuart M. Essig
-----------------------------------
Name: Stuart M. Essig
Title: President and Chief Executive Officer