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): March 29, 2000
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26224 51-0317849
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(State or other jurisdiction (Commission (I.R.S. 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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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets.
On April 5, 2000, Integra LifeSciences Holdings Corporation, a Delaware
corporation (the "Company"), acquired 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 $12.0
million in cash. The assets acquired from NMT Medical include the lease of a
manufacturing, packaging and distribution facility located in Andover, England.
In connection with the acquisition, the Company changed the name of its
neurosurgical device business from Integra NeuroCare to Integra NeuroSciences.
Integra NeuroSciences designs, manufactures and sells implants, instruments and
monitors used in neurosurgery and intensive care units, primarily for the
treatment of neurological trauma and surgery. Revenue of the acquired product
lines during 1999 was approximately $12.1 million.
ITEM 5. Other Events.
On March 29, 2000, Quantum Industrial Partners LDC and SFM Investments
LLC, investment affiliates of Soros Private Equity Partners LLC, invested an
additional $5.4 million in the Company. The Soros affiliates acquired 54,000
shares of Integra Series C Convertible Preferred Stock (that are convertible
into 600,000 shares of common stock) and warrants to purchase an additional
300,000 shares of common stock at $9.00 per share. The warrants are exercisable
at any time before their expiration on December 31, 2001.
In connection with the investment by the Soros affiliates, the Company
amended the Registration Rights Agreement dated March 29, 1999 that the parties
originally entered into in connection with the Company's sale of Series B
Convertible Preferred Stock and related warrants on March 29, 1999. The Amended
and Restated Registration Rights Agreement provides the Soros affiliates with
registration rights with respect to the shares of common stock of the Company
issuable upon conversion of the Series B and Series C Convertible Preferred
Stock and upon exercise of all related warrants.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit Location
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2.1 Asset Purchase Agreement dated March 20, 2000 by and among (2) (Exh. 2.1)
Integra Selector Corporation, NMT Neurosciences (US), Inc.
and NMT Medical, Inc.
2.2 Purchase Agreement dated March 20, 2000 by and among NMT (2) (Exh. 2.2)
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.
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4.1 Certificate of Designation, Rights and Preferences of Series C (1)
Convertible Preferred Stock of Integra LifeSciences Holdings
Corporation dated March 21, 2000.
4.2 Certificate of Amendment of Certificate of Designation, Rights and (1)
Preferences of Series B Convertible Preferred Stock of Integra
LifeSciences Holdings Corporation dated March 21, 2000.
4.3 Warrant to Purchase 270,550 Shares of Common Stock of Integra (1)
LifeSciences Holdings Corporation issued to Quantum Industrial
Partners LDC.
4.4 Warrant to Purchase 29,450 Shares of Common Stock of Integra (1)
LifeSciences Holdings Corporation issued to SFM Domestic
Investments LLC.
10.1 Series C Convertible Preferred Stock and Warrant Purchase (1)
Agreement dated February 16, 2000 among Integra LifeSciences
Holdings Corporation, Quantum Industrial Partners LDC and SFM
Domestic Investments LLC.
10.2 Amended and Restated Registration Rights Agreement dated (1)
March 29, 2000 among Integra LifeSciences Holdings Corporation,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC.
99 Press Release issued by Integra LifeSciences Holdings Corporation (1)
on April 6, 2000.
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(1) Filed herewith.
(2) Incorporated by reference to the indicated exhibit to the Company's Report
on Form 8-K filed on March 28, 2000.
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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: April 10, 2000 By: /s/ Stuart M. Essig
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Stuart M. Essig, President and
Chief Executive Officer
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Exhibit Index
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit Location
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2.1 Asset Purchase Agreement dated March 20, 2000 by and among (2) (Exh. 2.1)
Integra Selector Corporation, NMT Neurosciences (US), Inc.
and NMT Medical, Inc.
2.2 Purchase Agreement dated March 20, 2000 by and among NMT (2) (Exh. 2.2)
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.
4.1 Certificate of Designation, Rights and Preferences of Series C (1)
Convertible Preferred Stock of Integra LifeSciences Holdings
Corporation dated March 21, 2000.
4.2 Certificate of Amendment of Certificate of Designation, Rights and (1)
Preferences of Series B Convertible Preferred Stock of Integra
LifeSciences Holdings Corporation dated March 21, 2000.
4.3 Warrant to Purchase 270,550 Shares of Common Stock of Integra (1)
LifeSciences Holdings Corporation issued to Quantum Industrial
Partners LDC.
4.4 Warrant to Purchase 29,450 Shares of Common Stock of Integra (1)
LifeSciences Holdings Corporation issued to SFM Domestic
Investments LLC.
10.1 Series C Convertible Preferred Stock and Warrant Purchase (1)
Agreement dated February 16, 2000 among Integra LifeSciences
Holdings Corporation, Quantum Industrial Partners LDC and SFM
Domestic Investments LLC.
10.2 Amended and Restated Registration Rights Agreement dated (1)
March 29, 2000 among Integra LifeSciences Holdings Corporation,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC.
99 Press Release issued by Integra LifeSciences Holdings Corporation (1)
on April 6, 2000.
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(1) Filed herewith.
(2) Incorporated by reference to the indicated exhibit to the Company's Report
on Form 8-K filed on March 28, 2000.
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