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, 1999
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
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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 March 29, 1999, Integra LifeSciences Corporation, a Delaware
corporation (the "Company"), acquired certain assets and stock held by
Heyer-Schulte NeuroCare, L.P. and its subsidiaries, Heyer-Schulte NeuroCare,
Inc., Camino NeuroCare, Inc. and Neuro Navigational, LLC (collectively, the
"NeuroCare Group"), through the Company's wholly-owned subsidiaries, NeuroCare
Holding Corporation ("NeuroCare Holding"), Integra NeuroCare LLC and Redmond
NeuroCare LLC. The NeuroCare Group designs, manufactures and sells implants,
instruments and monitors used in neurosurgery and intensive care units,
primarily for the treatment of hydrocephalus and neurosurgical trauma. The
NeuroCare Group's product line includes the Camino, Heyer-Schulte, Redmond and
Neuro Navigational brand names, and its assets include a manufacturing,
packaging and distribution facility in San Diego, California and a manufacturing
facility in Anasco, Puerto Rico, as well as a corporate headquarters in Pleasant
Prairie, Wisconsin which the Company intends to close by August 1, 1999. The
Company intends to continue the business and operations of the NeuroCare Group
through Integra NeuroCare LLC and its subsidiaries (collectively, "Integra
NeuroCare").
The purchase price for the NeuroCare Group consisted of $14 million in
cash and $11 million of indebtedness assumed by Integra NeuroCare under a term
loan from Fleet Capital Corporation ("Fleet"). Fleet is also providing a $4
million revolving credit facility to Integra NeuroCare for working capital and
other corporate purposes (together with the term loan, the "Fleet Credit
Facility"). All the assets and ownership interests of Integra NeuroCare have
been pledged as collateral under the Fleet Credit Facility, and NeuroCare
Holding has guaranteed Integra NeuroCare's obligations thereunder. In addition,
Integra NeuroCare is subject to various covenants under the Fleet Credit
Facility, including restrictions on its ability to transfer funds to the Company
or the Company's other subsidiaries. None of the other assets of the Company or
its other subsidiaries have been pledged under the Fleet Credit Facility.
The purchase price was financed in part through the sale of $10 million
of the Company's Series B Convertible Preferred Stock (the "Series B Preferred
Stock") and related warrants (the "Warrants") to SFM Domestic Investments LLC
and Quantum Industrial Partners LDC (together, the "Series B Purchasers"),
affiliates of Soros Private Equity Partners LLC. The shares of Series B
Preferred Stock are convertible into 2,617,800 shares of the Company's common
stock. The Warrants are exercisable at any time prior to their expiration on
March 28, 2001 for 240,000 shares of the Company's common stock at an exercise
price of $3.82 per share. The Company contributed the proceeds from the sale of
the Series B Preferred Stock and $4 million of its existing cash to NeuroCare
Holding and its subsidiaries to fund the cash portion of the purchase price.
In connection with the purchase of the Series B Preferred Stock and the
Warrants, the Company has entered into a Registration Rights Agreement with the
Series B Purchasers pursuant to which the Company granted the Series B
Purchasers certain registration rights with respect to the shares of common
stock of the Company issuable upon conversion of the Series B Preferred Stock
and exercise of the Warrants.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of the NeuroCare Group required to be
presented and disclosed by this Item in connection with the transactions
described in this Report shall be filed by amendment to this Report no later
than June 11, 1999.
(b) Pro Forma Financial Information.
The pro forma financial information required to be presented and
disclosed by this Item in connection with the transactions described in this
Report shall be filed by amendment to this Report no later than June 11, 1999.
(c) Exhibits.
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
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2 Asset Purchase Agreement dated March 29, 1999 among
Heyer-Schulte NeuroCare, L.P., Neuro Navigational,
L.L.C., Integra NeuroCare, LLC and Redmond NeuroCare,
LLC.*
4.1 Certificate of Designation, Preferences and Rights of
Series B Convertible Preferred Stock of Integra
LifeSciences Corporation dated March 12, 1999.
4.2 Warrant to Purchase 60,000 Shares of Common Stock of
Integra LifeSciences Corporation issued to SFM
Domestic Investments LLC.
4.3 Warrant to Purchase 180,000 Shares of Common Stock of
Integra LifeSciences Corporation issued to Quantum
Industrial Partners LDC.
10.1 Series B Convertible Preferred Stock and Warrant
Purchase Agreement dated March 29, 1999 among Integra
LifeSciences Corporation, Quantum Industrial Partners
LDC and SFM Domestic Investments LLC.*
10.2 Registration Rights Agreement dated March 29, 1999
among Integra LifeSciences Corporation, Quantum
Industrial Partners LDC and SFM Domestic Investments
LLC.
10.3 Amended and Restated Loan and Security Agreement
dated March 29, 1999 among the Lenders named therein,
Fleet Capital Corporation, Integra NeuroCare LLC and
other Borrowers named therein.*
10.4 Substituted and Amended Term Note dated March 29,
1999 by Integra NeuroCare LLC, Redmond NeuroCare LLC,
Heyer-Schulte NeuroCare, Inc. and Camino NeuroCare,
Inc. to Fleet Capital Corporation.
99 Press Release issued by Integra LifeSciences
Corporation on March 29, 1999.
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* Schedules and other attachments to the indicated exhibit have been
omitted. The Company agrees to furnish supplementally to the Commission
upon request a copy of any omitted schedules or attachments.
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SIGNATURES
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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: April 13, 1999 By: /s/Stuart M. Essig
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Stuart M. Essig, President and
Chief Executive Officer
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INDEX OF EXHIBITS
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Exhibit No. Description of Exhibit
2 Asset Purchase Agreement dated March 29, 1999 among
Heyer-Schulte NeuroCare, L.P., Neuro Navigational,
L.L.C., Integra NeuroCare, LLC and Redmond NeuroCare,
LLC.*
4.1 Certificate of Designation, Preferences and Rights of
Series B Convertible Preferred Stock of Integra
LifeSciences Corporation dated March 12, 1999.
4.2 Warrant to Purchase 60,000 Shares of Common Stock of
Integra LifeSciences Corporation issued to SFM
Domestic Investments LLC.
4.3 Warrant to Purchase 180,000 Shares of Common Stock of
Integra LifeSciences Corporation issued to Quantum
Industrial Partners LDC.
10.1 Series B Convertible Preferred Stock and Warrant
Purchase Agreement dated March 29, 1999 among Integra
LifeSciences Corporation, Quantum Industrial Partners
LDC and SFM Domestic Investments LLC.*
10.2 Registration Rights Agreement dated March 29, 1999
among Integra LifeSciences Corporation, Quantum
Industrial Partners LDC and SFM Domestic Investments
LLC.
10.3 Amended and Restated Loan and Security Agreement
dated March 29, 1999 among the Lenders named therein,
Fleet Capital Corporation, Integra NeuroCare LLC and
other Borrowers named therein.*
10.4 Substituted and Amended Term Note dated March 29,
1999 by Integra NeuroCare LLC, Redmond NeuroCare LLC,
Heyer-Schulte NeuroCare, Inc. and Camino NeuroCare,
Inc. to Fleet Capital Corporation.
99 Press Release issued by Integra LifeSciences
Corporation on March 29, 1999.
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* Schedules and other attachments to the indicated exhibit have been
omitted. The Company agrees to furnish supplementally to the Commission
upon request a copy of any omitted schedules or attachments.