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