View:
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 28, 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 Exchang
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On October 28, 2005, Integra LifeSciences Corporation ("ILS"), a wholly-owned
subsidiary of Integra LifeSciences Holdings Corporation (the "Company"), entered
into a lease modification agreement with Plainsboro Associates relating to its
manufacturing facility in Plainsboro, New Jersey. Plainsboro Associates is a New
Jersey general partnership. Ocirne, Inc., a subsidiary of Provco Industries
("Provco"), owns a 50% interest in Plainsboro Associates. Provco's stockholders
are trusts whose beneficiaries include the children of Dr. Richard Caruso, the
Chairman and a principal stockholder of the Company. Dr. Caruso is the President
of Provco.
The lease modification agreement provides for extension of the term of the lease
from October 31, 2012 for an additional five (5) year period through October 31,
2017 at a rate of $11.03 per square foot, or an annual rate of $272,308.64
($22,692.39 monthly). The lease modification agreement also provides a ten year
option for ILS to extend the lease from November 1, 2017 through October 31,
2027 at a fixed rate of $11.97 per square foot, or an annual rate of $295,515.36
($24,626.28 monthly), for the ten year extension period (the rate is fixed for
the entire ten year period).
Prior to the amendment, the lease had an expiration date of October 31, 2012,
with an option for ILS to extend the lease for one five (5) year period
(November 1, 2012 through October 31, 2017) at a rate of 75% of the then current
fair market value.
A copy of the lease modification agreement 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 Lease Modification #2 entered into as of the 28th day of
October, 2005, by and between Plainsboro Associates and
Integra LifeSciences Corporation
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 2, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
- -------------- ---------------------------
10.1 Lease Modification #2 entered into as of the 28th day of
October, 2005, by and between Plainsboro Associates and
Integra LifeSciences Corporation
4
LEASE MODIFICATION #2
THIS LEASE MODIFICATION #2 ("Amendment #2") is entered into as of the
28th day of October, 2005, by and between Plainsboro Associates, a New Jersey
general partnership, (hereinafter called the "Landlord"), and Integra
Lifesciences Corporation, a Delaware Corporation, (hereinafter referred to as
"Tenant"). The following statements are a material part of the Amendment #2:
WITNESSETH:
WHEREAS, American Biomaterials Corporation, a Virginia corporation,
(hereinafter "ABC"), entered into a Lease Agreement dated April 16, 1985 which
was subsequently modified and amended pursuant to the Consent Order Approving
Settlement dated October 14, 1988, entered in the United States Bankruptcy Court
for the District of New Jersey (hereinafter the "Consent Order") (which together
with the aforesaid Lease Agreement is hereinafter referred to as the "ABC
Lease") as tenant therein, with Landlord covering approximately 10,020 square
feet of space at the address of 105 Morgan Drive, Township of Plainsboro, County
of Middlesex, State of New Jersey (Premises "A")
WHEREAS, Helitrex, Inc., a New Jersey Corporation and wholly owned
subsidiary of ABC, (hereinafter, "Helitrex"), entered into a Lease Agreement
dated October 4, 1983 which was subsequently modified and amended pursuant to
Letter Amendments and/or Lease Modification Agreements dated October 4, 1983,
November 2, 1983 and September, 1984 and the Consent Order (hereinafter,
collectively the "Helitrex Lease") as tenant therein, with Landlord covering
approximately 14,668 square feet of space located on Morgan Drive, Township of
Plainsboro, County of Middlesex, State of New Jersey (Premises "B")
WHEREAS, ABC assigned the ABC Lease and Helitrex assigned the Helitrex
Lease to Colla-Tec, Inc., a Delaware Corporation (hereinafter, "Colla-Tec")
pursuant to the Order Confirming the Amended Plan of Reorganization entered by
the United States Bankruptcy Court on September 30, 1988, and Colla-Tec accepted
said assignment and assumed ABC's and Helitrex's obligations thereunder arising
from and after November 2, 1988 and Landlord gave its consent to such
assignment;
WHEREAS, on or about November 1, 1992, Colla-Tec and Landlord further
amended the ABC Lease and the Helitrex Lease (hereinafter the "Lease
Modification");
WHEREAS, Colla-Tec was merged into Tenant;
WHEREAS, Landlord and Tenant desire by this Amendment #2 to further
amend the ABC Lease and the Helitrex Lease as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual agreements, covenants
and representations herein contained and those contained in the Lease and in
reliance thereon, the parties intending to be legally bound hereby mutually
agree as follows:
AS TO THE HELITREX LEASE
1. Article II Section 2.01 shall be modified and amended to provide
that the Term of the Lease shall be extended to terminate on October 31, 2017.
2. Article III Section 3.01 shall be deleted and in its place shall be
the following:
The Tenant shall pay to the Landlord during the Term rent in
the amount of three million four hundred and thirteen thousand nine hundred and
seventy six dollars and ninety cents ($3,413,976.90) payable in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts.
3. Article III Section 3.02 shall be modified and amended to include
the following:
Lease Year Annual Monthly
21 through 25 at $11.03 ($161,788.04) ($13,482.34)
(11/1/2012 to 10/31/2017)
AS TO THE ABC LEASE
4. Article II Section 2.01 shall be modified and amended to provide
that the Term of the Lease shall be extended to terminate on October 31, 2017.
5. Article III Section 3.01 shall be deleted and in its place shall be
the following:
The Tenant shall pay to the Landlord during the Term rent in
the amount of two million three hundred and thirty-two thousand and one hundred
and fifty five dollars and no cents ($2,332,155.00) payable in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts.
6. Article III Section 3.02 shall be modified and amended to include
the following:
Lease Year Annual Monthly
21 through 25 at $11.03 ($110,520.60) ($9,210.05)
(11/1/2012 to 10/31/2017)
AS TO BOTH THE HELITREX AND ABC LEASES
7. In the Lease Modification under the Section titled "As to both the
Helitrex and ABC Leases", Paragraph 1 shall be modified and amended to provide
that Tenant is hereby granted one (1) option to simultaneously renew both the
Helitrex and the ABC Leases together each for an additional term of ten (10)
years upon the following terms and conditions:
8. In the Lease Modification under the Section titled "As to both the
Helitrex and ABC Leases", Paragraph 1 (D) shall be modified and amended to read
as follows:
The tenant shall pay to the Landlord during such renewal term rent
in the amount of two million nine hundred fifty-five thousand one hundred
fifty-three dollars and sixty cents ($2,955,153.60) payable in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts.
9. In the Lease Modification under the Section titled "As to both the
Helitrex and ABC Leases", Paragraph 1 (E) shall be modified and amended to read
as follows:
During such renewal term rent shall accrue at the yearly rates and
shall be payable in advance on the first day of each calendar month during the
renewal term in the installments as follows:
AS TO THE HELITREX LEASE
Lease Year Annual Monthly
26 through 35 at $11.97 ($175,575.96) ($14,631.33)
(11/1/2017 to 10/31/2027)
AS TO THE ABC LEASE
Lease Year Annual Monthly
26 through 35 at $11.97 ($119,939.40) ($9,994.95)
(11/1/2017 to 10/31/2027)
10. Tenant reaffirms its acceptance to all other terms and conditions
of both the Helitrex Lease and the ABC Lease.
11. To the extent there are any conflicts or inconsistencies between
either the Helitrex Lease or the ABC Lease and this Amendment #2, this Amendment
#2 and the rights and obligations herein shall govern. All other terms and
provisions of the previous agreements between the parties shall remain
unaffected by this Amendment.
Tenant:
WITNESS Integra Lifesciences Corporation
/s/ David B. Holtz By: /s/ Stuart M. Essig
- ------------------ -----------------------
Landlord:
WITNESS Plainsboro Associates
/s/ Barbara T. Keller By: /s/ C. Lawrence Keller
- --------------------- --------------------------