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): December 19, 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
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.
EMPLOYMENT AGREEMENT WITH JOHN B. HENNEMAN, III
On December 19, 2005, Integra LifeSciences Holdings Corporation (the "Company")
entered into an Amended and Restated Employment Agreement with John B. Henneman,
III, the Company's Executive Vice President and Chief Administrative Officer.
The following is a summary of the material terms of the agreement.
Term
The employment agreement extends Mr. Henneman's term of employment with the
Company through January 3, 2009, with an automatic extension of the term of
employment for consecutive one year periods unless the Company or Mr. Henneman
provides notice that it or he elects not to extend the term.
Compensation and Benefits
The employment agreement provides that Mr. Henneman's base salary will increase
to $420,000, effective January 1, 2006. In addition, Mr. Henneman will have a
target bonus opportunity of 40% of his base salary, based upon the satisfaction
of certain performance objectives as determined by the Compensation Committee of
the Board of Directors of the Company, in its sole discretion. Mr. Henneman is
also eligible to participate in the Company's employee benefit plans,
stock-based plans and any other plans and benefits covering executives of the
Company.
Equity Grant
Mr. Henneman's employment agreement provides for an award to Mr. Henneman of
100,000 shares of the Company's common stock, subject to restrictions and
forfeiture, under the Company's 2003 Equity Incentive Plan. The award will be
made on January 3, 2006, and the award agreement will provide that shares of
common stock will be issued to Mr. Henneman on January 3, 2009 if the Company
sales in 2006, 2007 or 2008 are greater than sales in 2005. The shares will be
issued earlier if the Company experiences a change in control or Mr. Henneman's
employment is terminated without cause, for good reason, disability or death.
The employment agreement also provides that all equity compensation grants made
to Mr. Henneman by the Compensation Committee will fully vest upon the
occurrence of a change in control of the Company or if Mr. Henneman's employment
with the Company is terminated without cause, for good reason, disability or
death. In addition, if the term of the employment agreement is not renewed, then
a portion of Mr. Henneman's outstanding shares of restricted stock will be
deemed to have vested as of the last day of his employment with the Company
based on the number of days that he worked for the Company after the grant of
restricted stock and the total number of days in the restriction period set
forth in the restricted stock grant.
Severance Payments
If Mr. Henneman's employment with the Company is terminated by the Company for a
reason other than death, disability or cause or Mr. Henneman terminates
employment with the Company for good reason or because the Company does not
extend the term of the employment agreement pursuant to the automatic renewal
provision, the Company will pay to him a lump sum cash severance amount equal to
the sum of his annual base salary as of his last day of active employment and
his target bonus. In addition, the Company will continue to maintain and provide
to Mr. Henneman continued participation in all group insurance, life insurance,
health and accident, disability and other employee benefit plans of the Company
in which he would have been entitled to participate had his employment not
terminated, at no cost, for a period ending on the earlier to occur of (i) the
first anniversary of his last day of employment, (ii) the date
he is employed on a full-time basis by another employer, or (iii) his death,
provided the continued participation in such plan is not prohibited by the terms
of the plan or for legal reasons.
Mr. Henneman's employment agreement provides that, instead of the foregoing
severance benefits, if within 12 months of a change in control of the Company,
his employment with the Company is terminated by the Company for a reason other
than death, disability or cause or he terminates employment with the Company for
good reason or because the Company does not extend the term of the employment
agreement pursuant to the automatic renewal provision, the Company will pay to
him a lump sum cash payment equal to 2.99 times the sum of his annual base
salary as of his last day of active employment and target bonus. In addition,
the Company will continue to maintain and provide to Mr. Henneman continued
participation in all group insurance, life insurance, health and accident,
disability and other employee benefit plans of the Company in which he would
have been entitled to participate in had his employment not terminated, at no
cost, for a period ending on the earlier to occur of (i) the fifth anniversary
of the employment agreement or (ii) his death, provided the continued
participation in such plan is not prohibited by the terms of the plan or for
legal reasons. All reasonable fees and expenses incurred by Mr. Henneman as a
result of his termination of employment will be paid by the Company.
The above severance benefits are conditioned on Mr. Henneman and the Company
executing mutual releases.
If any payment, coverage or benefit provided to Mr. Henneman is subject to the
excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), he will receive a "gross-up" payment so he would be in the same
net after-tax position he would have been in had Sections 280G and 4999 not been
part of the Code.
Death of Executive
If Mr. Henneman dies during the term of his employment agreement, the Company
will pay his spouse death benefits equal to a lump sum payment equal to Mr.
Henneman's base salary, and his spouse and dependents will be eligible to
continue to participate in the Company's health benefit plan for a period of one
year from the date of Mr. Henneman's death, at no cost, provided such
participation is not prohibited by the terms of the plan or for legal reasons.
Restrictive Covenants
Mr. Henneman's employment agreement provides that during the term of this
agreement, and for the one year period after Mr. Henneman's termination of
employment with the Company, Mr. Henneman will be subject to certain covenants
not to compete against the Company.
EMPLOYMENT AGREEMENT WITH GERARD S. CARLOZZI
On December 19, 2005, the Company entered into an Amended and Restated
Employment Agreement with Gerard S. Carlozzi, the Company's Executive Vice
President and Chief Operating Officer. The following is a summary of the
material terms of the agreement.
Term
The employment agreement extends Mr. Carlozzi's term of employment with the
Company through January 3, 2009, with an automatic extension of the term of
employment for consecutive one year periods unless the Company or Mr. Carlozzi
provides notice that it or he elects not to extend the term.
Compensation and Benefits
The employment agreement provides that Mr. Carlozzi's base salary will increase
to $400,000, effective January 1, 2006. In addition, Mr. Carlozzi will have a
target bonus opportunity of 40% of his base salary, based upon the satisfaction
of certain performance objectives as determined by the Compensation Committee of
the Board of Directors of the Company, in its sole discretion. Mr. Carlozzi is
also eligible to participate in the Company's employee benefit plans,
stock-based plans and any other plans and benefits covering executives of the
Company.
Equity Grant
Mr. Carlozzi's employment agreement provides for an award to Mr. Carlozzi of
100,000 shares of the Company's common stock, subject to restrictions and
forfeiture, under the Company's 2003 Equity Incentive Plan. The award will be
made on January 3, 2006, and the award agreement will provide that shares of
common stock will be issued to Mr. Carlozzi on January 3, 2009 if the Company
sales in 2006, 2007 or 2008 are greater than sales in 2005. The shares will be
issued earlier if the Company experiences a change in control or Mr. Carlozzi's
employment is terminated without cause, for good reason, disability or death.
The employment agreement also provides that all equity compensation grants made
to Mr. Carlozzi by the Compensation Committee will fully vest upon the
occurrence of a change in control of the Company or if Mr. Carlozzi's employment
with the Company is terminated without cause, for good reason, disability or
death. In addition, if the term of the employment agreement is not renewed, then
a portion of Mr. Carlozzi's outstanding shares of restricted stock will be
deemed to have vested as of the last day of his employment with the Company
based on the number of days that he worked for the Company after the grant of
restricted stock and the total number of days in the restriction period set
forth in the restricted stock grant.
Severance Payments
If Mr. Carlozzi's employment with the Company is terminated by the Company for a
reason other than death, disability or cause or Mr. Carlozzi terminates
employment with the Company for good reason or because the Company does not
extend the term of the employment agreement pursuant to the automatic renewal
provision, the Company will pay to him a lump sum cash severance amount equal to
the sum of his annual base salary as of his last day of active employment and
his target bonus. In addition, the Company will continue to maintain and provide
to Mr. Carlozzi continued participation in all group insurance, life insurance,
health and accident, disability and other employee benefit plans of the Company
in which he would have been entitled to participate had his employment not
terminated, at no cost, for a period ending on the earlier to occur of (i) the
first anniversary of his last day of employment, (ii) the date he is employed on
a full-time basis by another employer, or (iii) his death, provided the
continued participation in such plan is not prohibited by the terms of the plan
or for legal reasons.
Mr. Carlozzi's employment agreement provides that, instead of the foregoing
severance benefits, if within 12 months of a change in control of the Company,
his employment with the Company is terminated by the Company for a reason other
than death, disability or cause or he terminates employment with the Company for
good reason or because the Company does not extend the term of the employment
agreement pursuant to the automatic renewal provision, the Company will pay to
him a lump sum cash payment equal to 2.99 times the sum of his annual base
salary as of his last day of active employment and target bonus. In addition,
the Company will continue to maintain and provide to Mr. Carlozzi continued
participation in all group insurance, life insurance, health and accident,
disability and other employee benefit plans of the Company in which he would
have been entitled to participate in had his employment not terminated, at no
cost, for a period ending on the earlier to occur of (i) the fifth anniversary
of the employment agreement or (ii) his death, provided the continued
participation in such plan is not prohibited by the terms of the plan or for
legal reasons. All reasonable fees and expenses incurred by Mr. Carlozzi as a
result of his termination of employment will be paid by the Company.
The above severance benefits are conditioned on Mr. Carlozzi and the Company
executing mutual releases.
If any payment, coverage or benefit provided to Mr. Carlozzi is subject to the
excise tax under Section 4999 of the Code, he will receive a "gross-up" payment
so he would be in the same net after-tax position he would have been in had
Sections 280G and 4999 not been part of the Code.
Death of Executive
If Mr. Carlozzi dies during the term of his employment agreement, the Company
will pay his spouse death benefits equal to a lump sum payment equal to Mr.
Carlozzi's base salary, and his spouse and dependents will be eligible to
continue to participate in the Company's health benefit plan for a period of one
year from the date of Mr. Carlozzi's death, at no cost, provided such
participation is not prohibited by the terms of the plan or for legal reasons.
Restrictive Covenants
Mr. Carlozzi's employment agreement provides that during the term of this
agreement, and for the one year period after Mr. Carlozzi's termination of
employment with the Company, Mr. Carlozzi will be subject to certain covenants
not to compete against the Company.
EMPLOYMENT AGREEMENT WITH DAVID B. HOLTZ
On December 19, 2005, the Company entered into an Amended and Restated
Employment Agreement with David B. Holtz, the Company's Senior Vice President,
Finance. The following is a summary of the material terms of the agreement.
Term
The employment agreement extends Mr. Holtz's term of employment with the Company
through December 31, 2006, with an automatic extension of the term of employment
for consecutive one year periods unless the Company or Mr. Holtz provides notice
that it or he elects not to extend the term.
Compensation and Benefits
The employment agreement increased Mr. Holtz's base salary to $250,000 as of the
date of the agreement. Mr. Holtz will have a target bonus opportunity of 30% of
his base salary, as determined by the Compensation Committee of the Board of
Directors in its sole discretion. Mr. Holtz is also eligible to participate in
the Company's employee benefit plans, stock-based plans and any other plans and
benefits covering executives of the Company.
Equity Grant
Mr. Holtz's employment agreement provided for a grant 6,750 shares of restricted
stock under the Company's 2003 Equity Incentive Plan on December 19, 2005. These
shares will vest upon the earliest to occur of (i) a change in control of the
Company, (ii) the date Mr. Holtz's employment with the Company is terminated
without cause, death, for good reason or disability, or (iii) December 31, 2006.
Severance
If Mr. Holtz's employment with the Company is terminated by the Company for a
reason other than death, disability, cause or retirement or Mr. Holtz terminates
employment with the Company for good reason or because the Company does not
extend the term of the employment agreement pursuant to the
automatic renewal provision, the Company will pay to him a lump sum cash
severance amount equal to the sum of his annual base salary as of his last day
of active employment and his target bonus. In addition, the Company will
continue to maintain and provide to Mr. Holtz continued participation in all
group insurance, life insurance, health and accident, disability and other
employee benefit plans of the Company in which he would have been entitled to
participate had his employment not terminated, at no cost, for a period ending
on the earlier to occur of (i) the first anniversary of his last day of
employment, (ii) the date he is employed on a full-time basis by another
employer, or (iii) his death, provided the continued participation in such plan
is not prohibited by the terms of the plan or for legal reasons.
The employment agreement provides that, instead of the foregoing severance
benefits, if within 12 months of a change in control of the Company, Mr. Holtz's
employment with the Company is terminated by the Company for a reason other than
death, disability, cause or retirement or he terminates employment with the
Company for good reason or because the Company does not extend the term of the
employment agreement pursuant to the automatic renewal provision, the Company
will pay to him a lump sum cash payment equal to 2.99 times the sum of his
annual base salary as of his last day of active employment and his target bonus.
In addition, the Company will continue to maintain and provide to Mr. Holtz
continued participation in all group insurance, life insurance, health and
accident, disability and other employee benefit plans of the Company in which he
would have been entitled to participate in had his employment not terminated, at
no cost, for a period ending on the earlier to occur of (i) the fifth
anniversary of the employment agreement or (ii) his death, provided the
continued participation in such plan is not prohibited by the terms of the plan
or for legal reasons. All reasonable fees and expenses incurred by Mr. Holtz as
a result of his termination of employment will be paid by the Company.
If any payment or benefit provided to Mr. Holtz would be subject to the excise
tax under Section 4999 of the Code, Mr. Holtz will have the amounts payable to
him and benefits he will receive reduced so that no amounts he would receive
would be subject to the excise tax under Section 4999 of the Code if such
reduction would result in him receiving an increased amount on an after-tax
basis if no reduction had occurred.
Restrictive Covenants
Mr. Holtz's employment agreement provides that during the term of this
agreement, and for the one year period after Mr. Holtz's termination of
employment with the Company, Mr. Holtz will be subject to certain covenants not
to compete against the Company.
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: DECEMBER 23, 2005 BY: /S/ STUART M. ESSIG
-----------------------------
STUART M. ESSIG
PRESIDENT AND CHIEF EXECUTIVE OFFICER