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 20, 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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 3.02 below is incorporated by reference into
this Item.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
On October 20, 2006, Integra LifeSciences Holdings Corporation (the "Company")
issued $4,337,000 principal amount of its 2 1/2% Contingent Convertible
Subordinated Notes due 2008 (the "New Notes") in exchange for an equal amount of
validly tendered 2 1/2% Contingent Convertible Subordinated Notes due 2008 of
the Company that were initially issued in 2003 (the "Old Notes"). The Company
also made a one time cash payment to holders of Old Notes equal to $2.50 for
each $1,000 in principal amount of Old Notes tendered. The New Notes were issued
under the Indenture, dated September 29, 2006, by and among the Company and
Wells Fargo Bank, N.A., as trustee. On September 29, 2006, the Company issued
$115,205,000 principal amount of New Notes in exchange for an equal amount of
validly tendered Old Notes pursuant to an the Company's exchange offer that
expired on September 26, 2006, as was reported in the Company's Current Report
on Form 8-K filed on October 5, 2006.
The New Notes were offered solely to existing security holders of the Company
pursuant to an exemption from registration under Section 3(a)(9) of the
Securities Act of 1933, as amended. The Company did not pay or give, directly or
indirectly, any commission or other remuneration for soliciting such exchange.
The New Notes are convertible, under certain circumstances, into cash, and, if
applicable, shares of the Company's common stock, subject to the Company's right
to pay the share amount in additional cash. The initial conversion rate is
29.2847 shares of common stock per $1,000 principal amount of New Notes (subject
to adjustment in certain events), which is equivalent to an initial conversion
price of approximately $34.15 per share of common stock. The amount of cash and
common stock payable upon conversion will depend upon the value of the Company's
common stock over a 15 day period beginning on the third trading day after a
holder delivers a notice of conversion.
A description of the New Notes is set forth in Items 1.01 and 3.02 of the
Company's Current Report on Form 8-K filed on October 5, 2006, which is
available on the SEC's website (www.sec.gov) or the Company's website
(www.Integra-LS.com) and is incorporated by reference into this Item.
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: October 26, 2006 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer