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