1
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): December 12, 2002
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-26224 51-0317849
-------- --------- -----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
311 Enterprise Drive, Plainsboro, NJ 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 9. Regulation FD Disclosure
On December 12, 2002, John B. Henneman, III, Senior Vice President and Chief
Administrative Officer of Integra LifeSciences Holdings Corporation (the
"Company"), entered into a sales plan pursuant to Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Under Rule 10b5-1,
corporate insiders may adopt a prearranged plan or contract for the sale of
Company securities under specified conditions and times.
Under his sales plan, Mr. Henneman has authorized Morgan Stanley to sell on his
behalf up to a total of 109,325 shares of the Company's Common Stock at a price
of no less than $17.00 per share on any trading day on or after December 12,
2002. The plan calls for monthly sales over the next two years. Shares of Common
Stock to be sold under the sales plan are issuable to Mr. Henneman under stock
option agreements. The sales plan shall expire when the aggregate number of
shares of Common Stock sold pursuant to the sales plan totals 109,325 shares or
when earlier terminated in accordance with the sales plan.
Except as may be required by law, the Company does not undertake to report
future plans by officers or directors of the Company nor to report
modifications, terminations, transactions or other activities under such plans.
The information in this Current Report on Form 8-K is furnished pursuant to Item
9 and shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: December 13, 2002 /s/ Stuart M. Essig
-------------------
Stuart M. Essig
President and Chief Executive Officer