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): January 3, 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 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT. On January 3, 2006, executive officers of Integra LifeSciences Holdings Corporation (the "Company") received grants of restricted stock under an equity incentive plan of the Company. The Company entered into restricted stock agreements with these officers relating to these grants. Each agreement provides that the restricted stock grant shall vest (and no longer be subject to the forfeiture and transferability restrictions imposed upon the grantee with respect to shares of restricted stock) on the three year anniversary of the grant date. A copy of the form of restricted stock agreement, approved by the Compensation Committee of the Board of Directors of the Company and used in connection with these grants, 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 Form of Restricted Stock Agreement for executive officers 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: January 9, 2006 By: /s/ Stuart M. Essig ----------------------------- Stuart M. Essig President and Chief Executive Officer Exhibit Index Exhibit Number Description of Exhibit -------------- --------------------------- 10.1 Form of Restricted Stock Agreement for executive officers