UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 17, 2005
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On November 17, 2005, Integra NeuroSciences PR, Inc. ("Integra PR"), an indirect
wholly-owned subsidiary of Integra LifeSciences Holdings Corporation (the
"Company"), entered into a supplement and amendment to the Construction and
Lease Contract dated April 11, 2003 (the "Lease") with the Puerto Rico
Industrial Development Company ("PRIDCO").
The Supplement and Amendment to the Construction and Lease Contract (the
"Supplement"), which was dated October 24, 2005, provides for the lease of
additional premises consisting of 22,445.75 square feet at a second PRIDCO
building near the facility currently leased by Integra PR. The rent to be paid
is at a fixed rate of $3.25 per square foot for the 15 year term ($6,079.06
monthly, and $72,948.72 annually) to commence on the first day of the month
following the date of delivery of the premises to the Integra PR. The Supplement
also sets forth the security deposit ($8,753.85) and amends other sections of
the Lease to (i) require a minimum of 60 production workers with an annual
payroll of $1,200,000 instead of 85 production workers, (ii) require
installation of manufacturing machinery and equipment with a value of $1,000,000
within eighteen months of commencement of operations in the premises leased
under the Supplement instead of $ 900,899 within six months of the commencement
of the Lease, and (iii) acknowledge the agreement of Integra PR to certain
letter agreements with Caribe GE, the previous tenant of the space covered by
the Supplement. Integra PR is also required to remove certain special facilities
from the premises upon expiration or termination of the Lease, in accordance
with the terms and conditions of the Lease.
A copy of the Supplement is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
-------------- ---------------------------
10.1 Supplement and Amendment to Lease Contract, dated October 24,
2005, to the Construction and Lease Contract dated April 11,
2003 between Integra NeuroSciences PR, Inc. and the Puerto Rico
Industrial Development Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: November 22, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
-------------- ---------------------------
10.1 Supplement and Amendment to Lease Contract, dated October 24,
2005, to the Construction and Lease Contract dated April 11,
2003 between Integra NeuroSciences PR, Inc. and the Puerto Rico
Industrial Development Company