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): September 7, 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 September 7, 2005, Integra LifeSciences Corporation and Integra LifeSciences
(Ireland) Limited (collectively, the "Buyers"), wholly owned subsidiaries of
Integra LifeSciences Holdings Corporation, entered into a definitive agreement
with Tyco Healthcare Group LP and Sherwood Services, AG to acquire the assets of
the Radionics Division of Tyco Healthcare Group LP ("Tyco").
The total purchase price for the assets will be $80,000,000 less (i) the
estimates of the provision for sales returns and allowances, including rebates
and product returns, the provision for product warranty claims, and the amount
of deferred revenues, each as of the closing date, less (ii) $2,128,279, which
represents the value of the inventory located in certain facilities of the
sellers less (iii) $1,200,000 to compensate for the value of certain
accommodations on pricing of goods to be distributed by Tyco affiliates. The
purchase price will also be subject to adjustment based upon a physical
inventory to be conducted after the closing date.
The Buyers will acquire Tyco's leasehold interest in certain facilities in
Burlington Massachusetts, including a facility which employs approximately 135
employees, and enter into transitional supply and distribution agreements with
Tyco Healthcare Group LP for products currently manufactured at Tyco facilities
not included in the transaction. The transitional supply agreement will provide
for the manufacture of certain ultrasonic aspirator products and peripherals and
certain other products for a period of up to two years. The transitional
distribution agreement will provide for the distribution of acquired product
lines in certain international markets by affiliates of Tyco for periods ranging
from three months to approximately 12 months after the closing date.
After the closing, the Buyers will make an offer of employment to certain
employees of the sellers working in the business relating to the purchased
assets. The Buyers will also assume certain liabilities from the sellers
relating to the assets they are purchasing, including certain employment
agreements.
The acquisition is subject to customary closing conditions, including clearance
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If
there remains any necessary clearance under antitrust laws 46 weeks after the
date of the agreement (which period may be extended to 52 weeks if Tyco does
not timely comply with its antitrust filing obligations), and certain other
conditions are met (including Tyco having complied with its obligations under
the agreement), then the Buyers will be required to pay Tyco $7,000,000. The
acquisition will close after receipt of such clearance and the satisfaction of
the other closing conditions.
A copy of the asset purchase agreement is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item.
A copy of the press release issued by the Company announcing the entering into
the agreement 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 Asset Purchase Agreement, dated as of September 7, 2005,
by and between Tyco Healthcare Group LP and Sherwood
Services, AG and Integra LifeSciences Corporation and
Integra LifeSciences (Ireland) Limited
99.1 Press release issued September 7, 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: September 13, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
------------------- ---------------------------
10.1 Asset Purchase Agreement, dated as of September 7, 2005,
by and between Tyco Healthcare Group LP and Sherwood
Services, AG and Integra LifeSciences Corporation and
Integra LifeSciences (Ireland) Limited
99.1 Press release issued September 7, 2005