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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 9, 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 8.01. OTHER EVENTS.
On December 9, 2005, the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, relating to the pending acquisition of the
assets of the Radionics Division of Tyco Healthcare Group LP from Tyco
Healthcare Group LP and Sherwood Services, AG by Integra LifeSciences
Corporation and Integra LifeSciences (Ireland) Limited, wholly owned
subsidiaries of Integra LifeSciences Holdings Corporation ("Integra"), expired.
Completion of the acquisition remains subject to customary closing conditions,
including a fiscal year-end financial audit. Integra currently contemplates that
the closing will occur during the first quarter of 2006.
A copy of the press release issued by the Company 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.
(c) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ---------------------------
99.1 Press release issued December 12, 2005
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 15, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
- -------------- ---------------------------
99.1 Press release issued December 12, 2005
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III Maria Platsis
Executive Vice President Senior Director of Corporate Development
Chief Administrative Officer and Investor Relations
(609) 936-2481 (609) 936-2333
jhenneman@Integra-LS.com mplatsis@Integra-LS.com
Integra LifeSciences' Proposed Acquisition of the
Radionics Division of Tyco Healthcare Group, L.P. Clears Antitrust Review
Plainsboro, New Jersey / December 12, 2005 / -- Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to
its pending acquisition of the assets of the Radionics Division of Tyco
Healthcare Group, expired on December 9, 2005. On September 7, 2005, Integra
LifeSciences announced that it had agreed to acquire the Radionics assets for
$80 million in cash, subject to certain adjustments.
The closing of the acquisition remains subject to other customary conditions,
including the completion of a carve-out audit for the Radionics business for the
fiscal year ended September 30, 2005. We currently expect the transaction to
close in the first quarter of 2006.
Integra LifeSciences Holdings Corporation is a diversified medical technology
company that develops, manufactures, and markets medical devices for use in a
variety of applications. The primary applications for our products are
neurosurgery, reconstructive surgery and general surgery. Integra is a leader in
applying the principles of biotechnology to medical devices that improve
patients' quality of life. Our corporate headquarters are in Plainsboro, New
Jersey, and we have manufacturing and research facilities located throughout the
world. We have approximately 1,300 employees. Please visit our website at
(http://www.Integra-LS.com).
This news release 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 expectations for the
timing of the closing of pending acquisitions. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from predicted or expected results. Among other things, the
fulfillment of all requisite closing conditions could affect the timing of this
acquisition. 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 Integra'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.
Source: Integra LifeSciences Holdings Corporation