SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Name of Issuer)
INTEGRA LIFESCIENCES HOLDINGS CORPORATION (ISSUER)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
(Title of Class of Securities)
(CUSIP Nos. 457985AA7 AND 457985AB5)
(CUSIP Number of Class of Securities)
MAUREEN B. BELLANTONI
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY
(609) 275-0500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Person(s))
COPY TO:
PETER LABONSKI, ESQ.
LATHAM & WATKINS LLP
885 THIRD AVENUE
NEW YORK, NY 10022
(212) 906-1200
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
---------------------- --------------------
$120,000,000 $12,840
* Calculated solely for the purpose of determining the amount of the filing
fee, based upon the exchange of $120,000,000 aggregate principal amount of
the Issuer's 2 1/2% Contingent Convertible Subordinated Notes due 2008 in
exchange for Integra LifeSciences Holdings Corporation's 2 1/2% Contingent
Convertible Subordinated Notes due 2008.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1
[X] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
This Schedule TO relates to the offer by Integra LifeSciences
Holdings Corporation, a Delaware corporation, (the "Issuer") (i) to exchange
$1,000 in principal amount of 2 1/2% Contingent Convertible Subordinated Notes
due 2008 (the "New Notes") and (ii) a one time cash payment (an "Exchange Fee")
equal to $2.50 for each $1,000 in principal amount of the Issuer's outstanding 2
1/2% Contingent Convertible Subordinated Notes due 2008 (the "Old Notes" and
together with the New Notes, the "Notes") that is properly tendered and accepted
for exchange upon the terms and subject to the conditions set forth in the Offer
to Exchange (this "Offer to Exchange") and in the related Letter of Transmittal
(the "Letter of Transmittal") attached to this Schedule TO as Exhibit (a)(1)(i)
and Exhibit (a)(1)(ii), respectively. The offer to exchange the Notes (including
the payment of an Exchange Fee) pursuant to this Offer to Exchange is referred
to herein as an "Offer." The Offer is not contingent upon the tender or exchange
of any minimum principal amount of Old Notes. The Offer, however, is conditioned
upon satisfaction of certain conditions.
This Tender Offer Statement on Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange
Act of 1934, as amended.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Offer to Exchange under the
caption "Summary" and "The Offer to Exchange" is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) NAME AND ADDRESS. The name of the Issuer is Integra
LifeSciences Holdings Corporation, a Delaware corporation. The Issuer's
principal executive offices are located at 311 Enterprise Drive, Plainsboro, New
Jersey, 08536. The telephone number of the Issuer is (609) 275-0500.
(b) SECURITIES. The securities that are the subject of the
tender offer are the Old Notes. The aggregate principal amount of outstanding
Old Notes is $120,000,000.
(c) TRADING MARKET AND PRICE. The Old Notes are not listed
and the New Notes will not be listed on any national securities exchange or
included on the NASDAQ Stock Market. There is no established trading market for
the New Notes. The Issuer's common stock underlying the New Notes trades on the
Nasdaq Global Select Market under the symbol "IART". The quarterly high and low
trading prices for the underlying stock is set forth in the Offer to Exchange
under the heading "Price Range of Common Stock and Dividend Policy" and is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) NAME AND ADDRESS. Integra LifeSciences Holdings
Corporation is the filing person. The business address and telephone number of
the filing person are set forth under Item 2(a) above. The executive officers
and directors of the filing person are: Stuart M. Essig, Maureen B. Bellantoni,
Gerard S. Carlozzi, John B. Henneman, III, David B. Holtz, Judith O'Grady, Keith
Bradley, Richard E. Caruso, Christian S. Schade, James M. Sullivan and Anne M.
VanLent. The address of each executive officer and director is c/o Integra
LifeSciences Holdings Corporation, 311 Enterprise Drive, Plainsboro, New Jersey
08536
ITEM 4. TERMS OF THE TRANSACTION
(a) MATERIAL TERMS.
(1) TENDER OFFERS.
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(i)-(iii) The information set forth in the Offer to
Exchange under the heading "The Offer to Exchange" is incorporated herein by
reference.
(iv) Not applicable.
(v)-(viii) The information set forth in the Offer to
Exchange under the hading "The Offer to Exchange" is incorporated herein by
reference.
(ix) Not applicable.
(x) The information in the Offer to Exchange under
the headings "Summary"; "Summary Comparison of the Old Notes and the New Notes";
"The Offer to Exchange" and "Description of New Notes" are incorporated herein
by reference.
(xi) Not applicable.
(xii) The information in the Offer to Exchange under
the heading "Certain United States Federal Income Tax Consequences" is
incorporated herein by reference.
(b) PURCHASES. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(e) AGREEMENTS INVOLVING THE COMPANY'S SECURITIES. Pursuant
to the terms of a forward sale contract entered into with Credit Suisse First
Boston Capital LLC on December 14, 2004, Stuart Essig, the Issuer's President
and Chief Executive Officer, is obligated to deliver to Credit Suisse First
Boston LLC on March 28, 2013 between 264,550 and 500,000 shares of common stock
(or, at the election of Mr. Essig, the cash equivalent of such shares). Mr.
Essig retains voting power over these shares pending the settlement of the
forward sale contract. Pursuant to the terms of a forward sale contract entered
into with Credit Suisse First Boston Capital LLC on November 23, 2004, TRU ST
PARTNERSHIP, L.P., a Pennsylvania general partnership of which Richard E.
Caruso, the Issuer's Chairman, is the President of the corporate general partner
("TRU ST"), is obligated to deliver to Credit Suisse First Boston LLC on January
15, 2013 between 322,581 and 600,000 shares of common stock (or, at the election
of TRU ST, the cash equivalent of such shares). TRU ST retains voting power over
these shares pending the settlement of the forward sale contract. The Issuer has
also granted Mr. Essig registration rights requiring the Issuer to file a
"shelf" registration statement at Mr. Essig's request that will provide for the
registration and sale on a continuous or delayed basis of the shares of common
stock underlying the options and restricted units that he holds.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) PURPOSES. The information set forth in the Offer to
Exchange under the headings "The Offer to Exchange" and "Summary" is
incorporated herein by reference.
(b) USE OF SECURITIES ACQUIRED. The Old Notes acquired in
the transaction will be retired.
(c) PLANS. Except as otherwise disclosed in the Offer to
Exchange, the Issuer does not have any plans, proposals or negotiations that
relate to or would result in: (1) any extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any or all
of its subsidiaries; (2) any purchase, sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; (3) any material change in the
Issuer's present dividend rate or policy, or indebtedness or capitalization; (4)
any change in the Issuer's present board of directors or management, other than
to change the number or the term of directors or to fill any existing vacancies
on the board of directors or to change any material term of the employment
contract of any executive officer; (5) any other material change in the Issuer's
corporate structure or business; (6) any class of the Issuer's equity securities
being delisted from a national securities exchange; (7) any class of the
Issuer's equity securities becoming eligible for termination of registration
under Section 12 (g) (4) of the Exchange Act; (8) the suspension of the Issuer's
obligation to file reports under Section 15 (d) of the Exchange Act; (9) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; or (10) any change in the Issuer's
amended and restated certificate of incorporation, amended by-laws or other
governing instruments or other actions which could impede the acquisition of
control of the Issuer.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) SOURCE OF FUNDS. The information set forth in the Offer
to Exchange under the caption "Summary" is incorporated herein by reference. In
connection with the Offer to Exchange, an Exchange Fee will be paid noteholders
who exchange their Old Notes for New Notes. The Exchange Fee will be paid from
cash on hand.
(b) CONDITIONS. Not applicable.
(d) BORROWED FUNDS. Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) SECURITIES OWNERSHIP. None of the Old Notes are
beneficially owned by the Issuer or any director, officer or affiliate of the
Issuer.
(b) SECURITIES TRANSACTIONS. None.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) SOLICITATION OR RECOMMENDATION. None.
ITEM 10. FINANCIAL STATEMENTS
(a) FINANCIAL INFORMATION.
(a)(1) The information in Part II, Item 8 of the Issuer's
Annual Report on Form 10-K for the year ended December 31, 2005 is incorporated
herein by reference.
(a)(2) The information in Part I, Item 1 of the Issuer's
Quarterly Report on Form 10-Q for the quarterly period ending on March 31, 2006
is incorporated herein by reference.
(a)(3) The information set forth in the Offer to Exchange under
the heading "Price Range of Common Stock and Dividend Policy--Ratio of Earnings
to Fixed Charges" is incorporated herein by reference.
(a)(4) The information set forth in the Offer to Exchange under
the heading "Selected Financial Information" is incorporated herein by
reference.
(b) PRO FORMA FINANCIAL INFORMATION. None.
(c) SUMMARY INFORMATION. The information set forth in the
Offer to Exchange under the heading "Selected Financial Information" is
incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION
(a) AGREEMENTS, REGULATORY REQUIREMENTS AND LEGAL
PROCEEDINGS. None.
(b) OTHER MATERIAL INFORMATION. None.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Exchange, dated July 17, 2006.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
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(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5)(i) Press Release, dated July 17, 2006.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 17, 2006 INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By: /s/ Maureen B. Bellantoni
-------------------------------------
Name: Maureen B. Bellantoni
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(i) Offer to Exchange, dated July 17, 2006.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5)(i) Press Release, dated July 17, 2006.
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