SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): January 14, 2000
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
105 Morgan Lane
Plainsboro, New Jersey 08536
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (609) 275-0500
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets.
On January 14, 2000, Clinical Neuro Systems LLC, a Delaware limited
liability company (the "Purchaser") and an indirect wholly-owned subsidiary of
Integra LifeSciences Holdings Corporation (the "Company"), acquired
substantially all of the assets and assumed certain liabilities of Clinical
Neuro Systems, Inc., a Delaware corporation ("CNS"), and acquired certain assets
of Surgical Sales Corporation (trading as Connell Neurosurgical), a Pennsylvania
corporation and an affiliate of CNS ("Connell Neurosurgical"). The acquisition
was pursuant to an Asset Purchase Agreement (the "Purchase Agreement") dated as
of January 14, 2000 among the Purchaser, CNS, Connell Neurosurgical and George
J. Connell, the sole stockholder of each of CNS and Connell Neurosurgical. CNS
designs, manufactures and sells neurosurgical external ventricular drainage
systems, including catheters and drainage bags, as well as cranial access kits
(the "CNS Business"), and Connell Neurosurgical, among other things, distributes
the products of the CNS Business.
The purchase price pursuant to the Purchase Agreement was $6.804 million,
comprised of $4.004 million in cash and a $2.8 million secured promissory note
which is payable in two equal installments on January 15, 2001 and January 14,
2002 (the "Note"). Pursuant to a Security Agreement and a Collateral Assignment,
the Purchaser pledged certain of its assets to CNS and George J. Connell to
secure repayment of the Note. George J. Connell will provide consulting services
to the Company for a period of one year.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Historical financial statements of CNS and pro forma financial information are
not included with this Report. Such financial information is not required
because CNS does not qualify as a "significant subsidiary" for purposes of such
disclosure under Rule 1-02(w) of Regulation S-X.
(c) Exhibits.
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
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2 Asset Purchase Agreement, dated as of January 14, 2000,
among Clinical Neuro Systems Holdings LLC, Clinical Neuro
Systems, Inc., Surgical Sales Corporation (trading as
Connell Neurosurgical) and George J. Connell.*
10.1 Secured Promissory Note, dated January 14, 2000, from
Clinical Neuro Systems Holdings LLC to Clinical Neuro
Systems, Inc.
10.2 Security Agreement, dated as of January 14, 2000, among
Clinical Neuro Systems Holdings LLC, Clinical Neuro Systems,
Inc. and George J. Connell.
10.3 Collateral Assignment, dated as of January 14, 2000, from
Clinical Neuro Systems Holdings LLC to Clinical Neuro
Systems, Inc. and George J. Connell.
10.4 Subordinated Promissory Note, dated January 14, 2000, from
Integra LifeSciences Corporation to Clinical Neuro Systems
Holdings LLC.
10.5 Consulting Agreement, dated January 14, 2000, between
Integra LifeSciences Corporation and George J. Connell.
99 Press Release of Integra LifeSciences Holdings Corporation
dated January 18, 2000.
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* Integra agrees to furnish supplementally a copy of any
omitted schedules or attachments to the Commission upon
request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Integra LifeSciences Holdings Corporation has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: January 24, 2000 By: /s/ Stuart M. Essig
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Stuart M. Essig
Chief Executive Officer
INDEX OF EXHIBITS
Exhibit No. Description of Exhibit
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2 Asset Purchase Agreement, dated as of January 14, 2000,
among Clinical Neuro Systems Holdings LLC, Clinical Neuro
Systems, Inc., Surgical Sales Corporation (trading as
Connell Neurosurgical) and George J. Connell.*
10.1 Secured Promissory Note, dated January 14, 2000, from
Clinical Neuro Systems Holdings LLC to Clinical Neuro
Systems, Inc.
10.2 Security Agreement, dated as of January 14, 2000, among
Clinical Neuro Systems Holdings LLC, Clinical Neuro Systems,
Inc. and George J. Connell.
10.3 Collateral Assignment, dated as of January 14, 2000, from
Clinical Neuro Systems Holdings LLC to Clinical Neuro
Systems, Inc. and George J. Connell.
10.4 Subordinated Promissory Note, dated January 14, 2000, from
Integra LifeSciences Corporation to Clinical Neuro Systems
Holdings LLC.
10.5 Consulting Agreement, dated January 14, 2000, between
Integra LifeSciences Corporation and George J. Connell.
99 Press Release of Integra LifeSciences Holdings Corporation
dated January 18, 2000.
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* Integra agrees to furnish supplementally a copy of any omitted
schedules or attachments to the Commission upon request.