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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): July 17, 2006
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 8.01. OTHER EVENTS.
On July 17, 2006, Integra LifeSciences Holdings Corporation announced that it
commenced an offer in which holders of its outstanding 2 1/2% Contingent
Convertible Subordinated Notes due 2008 may exchange these notes for new 2 1/2%
Contingent Convertible Subordinated Notes due 2008.
A copy of this press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ---------------------------
99.1 Press release issued July 17, 2006
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 17, 2006 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 July 17, 2006
News Release
Contacts:
Integra LifeSciences Holdings Corporation
Maureen B. Bellantoni Maria Platsis
Executive Vice President Vice President, Corporate Development
and Chief Financial Officer (609) 936-2333
(609) 936-6822 mplatsis@Integra-LS.com
maureen.bellantoni@Integra-LS.com
Integra LifeSciences Announces Exchange Offer for its 2 1/2% Contingent
Convertible Subordinated Notes due 2008
Plainsboro, New Jersey, July 17, 2006 - Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today that it has commenced an offer to
exchange up to $120 million principal amount of new notes with a "net share
settlement" mechanism for its currently outstanding 2 1/2% Contingent
Convertible Subordinated Notes due 2008. Holders who exchange their old notes
will receive new notes with the net share settlement feature and otherwise
substantially similar terms to the old notes plus an exchange fee of $2.50 per
$1,000 principal amount of their old notes validly tendered and accepted for
exchange. The offer is contingent upon the tender or exchange of 50% of the
principal amount of the old notes and upon the satisfaction of certain other
conditions.
The exchange offer will expire at 5:00 p.m., New York City time, on August 14,
2006, unless extended or earlier terminated by Integra. Old notes must be
tendered on or prior to the expiration of the offer, and tendered old notes may
be withdrawn at any time on or prior to the expiration of the offer. Validly
withdrawn old notes will be returned to the holder in accordance with the terms
of the offer. Following the expiration of the offer and subject to the terms of
the offer, Integra will accept all old notes validly tendered and not validly
withdrawn prior to the expiration of the offer and will issue the new notes in
exchange promptly thereafter.
Neither Integra's Board of Directors nor any other person makes any
recommendation as to whether holders of old notes should choose to tender and
exchange their old notes for new notes, and no one has been authorized to make
such a recommendation.
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell securities of Integra. The solicitation
of offers to exchange the outstanding 2 1/2% Contingent Convertible Subordinated
Notes is only being made pursuant to the exchange offer documents, including the
Offer to Exchange and the related Letter of Transmittal that Integra will be
distributing to its noteholders and filing with the Securities and Exchange
Commission. Noteholders and investors should read carefully the Offer to
Exchange and related materials when they are available because they contain
important information. Noteholders and investors may obtain a free copy (when
available) of the Offer to Exchange and other documents that will be filed by
Integra with the Securities and Exchange Commission at the Security and Exchange
Commission's website at www.sec.gov or from the information agent, Georgeson
Inc., at (212) 440-9800 (banks and brokers) or (866) 482-4943 (all others).
Noteholders are urged to carefully read these materials before making any
decision with respect to the exchange offer.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any securities and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale is unlawful. The new
notes will not be registered under the Securities Act of 1933, as amended, or
any state securities laws, and unless so registered, may not be offered or sold
in the United States except pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended and applicable state
laws.
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
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 1,600 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. Such forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from predicted or expected results. Among other things,
Integra's ability to successfully complete the exchange offer on the above terms
could affect Integra's future financial 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, 2005 and information contained in subsequent filings with the
Securities and Exchange Commission could affect actual results.
Source: Integra LifeSciences Holdings Corporation