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): March 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On March 3, 2006, wholly owned subsidiaries of Integra LifeSciences Holdings
Corporation (the "Company") completed the acquisition of the assets of the
Radionics Division of Tyco Healthcare Group LP from Tyco Healthcare Group LP and
Sherwood Services, AG.
The total purchase price for the assets was $80,000,000 less (i) $2,176,635,
which represents 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 assumed Tyco's lease on the Radionics facility in Burlington
Massachusetts and entered 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
provides 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 provides 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.
The buyers made an offer of employment to approximately 135 employees of the
sellers working in the business relating to the purchased assets. The buyers
also assumed certain liabilities from the sellers relating to the assets they
are purchasing, including certain employment agreements.
Other than in respect of the acquisition, there is no material relationship
between the Company (or any of its affiliates) and Tyco Healthcare Group LP and
Sherwood Services, AG.
A copy of the press release issued by the Company announcing closing of the
acquisition 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.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 calendar days after the date this report on Form 8-K must be
filed.
(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be
filed by amendment within 71 calendar days after the date this report on Form
8-K must be filed.
(c) Exhibits.
Exhibit Number Description of Exhibit
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99.1 Press release issued March 5, 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: March 8, 2006 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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99.1 Press release issued March 5, 2006