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): June 28, 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 (I.R.S. Employer
incorporation or organization) File Number) 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 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
On June 28, 2005, Integra LifeSciences Holdings Corporation (the "Company")
began implementing the reorganization of its European manufacturing and
distribution operations by entering into an agreement with the labor
representatives of employees affected by the closing of the facility operated by
the Company's subsidiary Integra ME GmbH in Tuttlingen, Germany.
Under the agreement, the Company agreed to the funding of a severance plan to
compensate the affected employees at the facility being closed. The total
payments under the plan will be approximately $1 million.
The Company will continue discussions of further potential restructurings of its
European operations with local labor representatives. The costs of these
activities will depend upon various considerations, including the number of
employees to be terminated and their locations, the availability of other jobs
within the Company, and the level of severance benefits
The Company may incur significant costs over the remainder of this year in
connection with employee severance, legal, and other items related to the
restructuring. Based on management's assessment, the Company estimates that the
costs of its European restructuring activities (including those discussed above)
will not exceed $8 million in the aggregate. The Company currently expects these
charges to occur over the remainder of 2005.
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, statements concerning the Company's ability to
complete the restructuring of its manufacturing and distribution operations and
the related costs. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
predicted or expected results. The Company's ability to complete the
restructuring of its manufacturing and distribution operations may affect its
operating income. In addition, the economic, competitive, governmental,
technological and other factors identified under the heading "Factors That May
Affect Our Future Performance" included in the Business section of the Company's
Annual Report on Form 10-K for the year ended December 31, 2004 and information
contained in subsequent filings with the Securities and Exchange Commission
could affect actual results.
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: JULY 5, 2005 BY: /s/ STUART M. ESSIG
-----------------------------
STUART M. ESSIG
PRESIDENT AND CHIEF EXECUTIVE OFFICER