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): September 28, 1998
INTEGRA LIFESCIENCES 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 (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
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets.
On September 28, 1998, Integra LifeSciences Corporation, a Delaware
corporation (the "Company"), acquired all of the outstanding capital stock of
Rystan Company, Inc., a New Jersey corporation ("Rystan"), from GWC Health,
Inc., a New Jersey corporation and the direct parent of Rystan ("GWC"),
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated
September 28, 1998 among the Company, RC Acquisition Corporation, a New Jersey
corporation and wholly-owned subsidiary of the Company ("Merger Sub"), GWC and
Rystan. Rystan manufactures and markets a number of medical products,
including its lead product, Panafil(R), an enzymatic debridement agent used to
remove necrotic tissue in wounds, including chronic diabetic foot ulcers.
In accordance with the terms and conditions of the Merger Agreement, Merger
Sub was merged with and into Rystan, with Rystan as the surviving corporation,
resulting in Rystan being a wholly-owned subsidiary of the Company. As
consideration for the merger, the Company issued to GWC 800,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share ("Common
Stock"), and two warrants, each to purchase 150,000 shares of Common Stock
(the "Warrants"). Each of the Warrants may be exercised for shares of Common
Stock at any time after September 28, 1998, for a purchase price per share of
$6.00 and $7.00, respectively, subject to customary antidilution adjustments.
The $6.00 Warrant expires on January 31, 2000, provided that if the average
closing price on the Nasdaq National Market for shares of Common Stock for the
thirty trading days ending on the fifth day immediately preceding the
then-current expiration date is less than $8.00 per share, then the expiration
date shall be extended for one year, but in no event shall be extended beyond
January 31, 2003. The $7.00 Warrant expires on December 31, 2002.
In connection with the transactions contemplated by the Merger Agreement, the
Company entered into a Registration Rights Agreement with GWC pursuant to
which the Company granted to GWC certain registration rights with respect to
the Shares and the shares of Common Stock issued upon exercise of the Warrants
(the "Warrant Shares"). Following the exercise in full of either or both of
the Warrants, GWC may demand the registration of all or part of the Warrant
Shares. GWC may also register all or part of the Shares and the Warrant Shares
on any future registration statement of the Company which registers Common
Stock under the Securities Act of 1933, as amended (the "Act"), for sale to
the public for cash, unless (i) no stockholders of the Company propose to
register or sell their securities in connection with such offering and (ii)
the proceeds to the Company from such offering (after deduction of
underwriting discounts and commissions) are reasonably expected to be less
than $10,000,000. GWC is entitled to two such demand registrations and an
unlimited number of such piggyback registrations until such time as the Shares
and the Warrant Shares may be transferred or sold without registration by
virtue of Rule 144(k) under the Act, as amended, at which time GWC's demand
and piggyback rights terminate.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Historical financial statements of Rystan and pro forma financial information
are not included with this Report. Such financial information is not required
because Rystan 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
2 Agreement and Plan of Merger dated September 28,
1998 among Integra LifeSciences Corporation, RC
Acquisition Corporation, GWC Health, Inc. and Rystan
Company, Inc.*
4.1 Warrant to Purchase 150,000 Shares of Integra
LifeSciences Corporation Common Stock at an
exercise price of $6.00 per share
4.2 Warrant to Purchase 150,000 Shares of Integra
LifeSciences Corporation Common Stock at an
exercise price of $7.00 per share
10.1 Registration Rights Agreement dated September 28,
1998 between Integra LifeSciences Corporation and
GWC Health, Inc.
10.2 Lease dated September 28, 1998 between Rystan
Company, Inc. and GWC Health, Inc.
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* Integra agrees to furnish supplementally a copy of any omitted
schedules or attachments to the Commission upon request.
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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 CORPORATION
Date: October 13, 1998 By: /s/ Stuart M. Essig
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Stuart M. Essig, President and
Chief Executive Officer
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INDEX OF EXHIBITS
Exhibit No. Description of Exhibit
2 Agreement and Plan of Merger dated
September 28, 1998 among Integra
LifeSciences Corporation, RC Acquisition
Corporation, GWC Health, Inc. and Rystan
Company, Inc.*
4.1 Warrant to Purchase 150,000 Shares of
Integra LifeSciences Corporation Common
Stock at an exercise price of $6.00 per
share
4.2 Warrant to Purchase 150,000 Shares of
Integra LifeSciences Corporation Common
Stock at an exercise price of $7.00 per
share
10.1 Registration Rights Agreement dated
September 28, 1998 between Integra
LifeSciences Corporation and GWC Health,
Inc.
10.2 Lease dated September 28, 1998 between
Rystan Company, Inc. and GWC Health, Inc.
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* Integra agrees to furnish supplementally a copy of any omitted schedules or
attachments to the Commission upon request.
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