SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 20, 2000
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
-----------------------------------------
(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
- -------------------------------------- -------
(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)
ITEM 5. Other Events.
Merck Litigation
On March 20, 2000, Integra LifeSciences Holdings Corporation, a
Delaware corporation (the "Company"), announced in a press release that on March
17, 2000 a federal jury sitting in the case Integra LifeSciences (and certain
affiliates) and The Burnham Institute vs. Merck KGaA (United States District
Court for the Southern District of California) returned a unanimous verdict for
the plaintiffs, found that Merck KGaA had willfully infringed and induced the
infringement of Integra's patents and awarded $15,000,000 in damages. The damage
award may be adjusted by the court.
The lawsuit, which was filed in 1996, alleged that Merck KGaA and a
non-profit research institution under contract from Merck KGaA had infringed
various United States patents held by The Burnham Institute of San Diego that
have been licensed to the Company. Those patents include No. 4,792,525, No.
4,879,237, No. 5,659,997 and No. 4,789,734, each in various ways relating to
technology involving peptides containing an arginine-glycine-aspartic acid (RGD)
sequence or related cell surface receptors.
The Company expects that post-trial motions will be filed, and that
Merck KGaA will appeal various decisions of the court and request a new trial, a
reduction in damages, or a judgment as a matter of law notwithstanding the
verdict. The Company cannot accurately predict the ultimate resolution of this
matter and has not reflected the verdict in its financial statements.
Agreements to Acquire Certain NMT Medical, Inc. Product Lines
On March 21, 2000, the Company announced in a press release that it had
agreed to acquire from NMT Medical, Inc. the Selector(R) Ultrasonic Aspirator,
Ruggles(TM) Surgical Instrumentation and Spembly Medical Cryosurgery product
lines, including certain assets and liabilities, for an acquisition price of
$12.0 million cash. The assets to be acquired include a manufacturing, packaging
and distribution facility located in Andover, England. The consummation of the
transaction is subject to customary conditions.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: March 28, 2000 By: /s/ Stuart M. Essig
---------------------------------
Stuart M. Essig, President and
Chief Executive Officer
-3-
Exhibit Index
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
--------------- ----------------------
2.1 Asset Purchase Agreement dated March 20, 2000 by and among
Integra Selector Corporation, NMT Neurosciences (US), Inc.
and NMT Medical, Inc.*
2.2 Purchase Agreement dated March 20, 2000 by and among NMT
Medical, Inc., NMT Neurosciences (US), Inc., NMT Neurosciences
Holdings (UK) Ltd., NMT Neurosciences (UK) Ltd., Spembly
Medical Ltd., Spembly Cryosurgery Ltd., Swedemed AB, Integra
Neurosciences Holdings (UK) Ltd. and Integra Selector
Corporation.*
99.1 Press Release issued by Integra LifeSciences Holdings
Corporation on March 20, 2000.
99.2 Press Release issued by Integra LifeSciences Holdings
Corporation on March 21, 2000.
- ---------------------
* Schedules and Exhibits to the referenced agreement have been omitted
and will be furnished supplementally to the Commission upon request.