UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Integra LifeSciences Holdings Corporation
(Name of Issuer)
Common Stock Par Value $.01
(Title of Class of Securities)
457985208
(CUSIP Number)
Stuart M. Essig
c/o Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey 08536
With a copy to:
Jonathan B. Levy
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, Minnesota 55402
(612) 371-5211
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 2006
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
----------------------
CUSIP No. 457985208
----------------------
---------- --------------------------------------------------------------------
1 Names of reporting persons
S.S. or I.R.S. Identification No. of above persons
Stuart M. Essig
---------- --------------------------------------------------------------------
2 Check the appropriate box if a member of a group
(see instructions) (a) [ ]
(b) [ ]
---------- --------------------------------------------------------------------
3 SEC use only
---------- --------------------------------------------------------------------
4 Source of funds (see instructions)
PF
---------- --------------------------------------------------------------------
5 Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e) [ ]
---------- --------------------------------------------------------------------
6 Citizenship or place of organization
United States
---------- --------------------------------------------------------------------
Number of 7 Sole voting power
shares 1,947,326*
beneficially -------- --------------------------------------------------
8 Shared voting power
owned by
54,358
each -------- --------------------------------------------------
9 Sole dispositive power
reporting
1,947,326*
person with -------- --------------------------------------------------
10 Shared dispositive power
54,358
---------- --------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person
2,001,684*
---------- --------------------------------------------------------------------
12 Check box if the aggregate amount in row (11) excludes certain
shares [ ]
(See instructions)
---------- --------------------------------------------------------------------
13 Percent of class represented by amount in row (11)
6.9%
---------- --------------------------------------------------------------------
14 Type of reporting person (See instructions)
IN
---------- --------------------------------------------------------------------
* Includes 1,031,943 shares of common stock underlying options to purchase
common stock. Options to purchase 520,231 shares of common stock are exercisable
as of, or within 60 days of, January 3, 2006. Although shares underlying all
options held by Mr. Essig are included in the amounts set forth on lines 7, 9
and 11, Mr. Essig disclaims beneficial ownership of the 511,712 shares of common
stock underlying options not exercisable as of, or within 60 days of, January 3,
2006.
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on
Schedule 13D initially filed on November 14, 2005 (the "Original Filing" and, as
amended, the "Schedule 13D") by Stuart M. Essig with respect to Common Stock,
$.01 par value (the "common stock"), of Integra LifeSciences Holdings
Corporation (the "Company"). Capitalized terms used and not defined in this
Amendment No. 1 have the meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of Issuer
Item 5 of the Original Filing is hereby amended and restated
in its entirety as follows:
(a) Aggregate number and percentage of class beneficially
owned:
As of January 3, 2006, Mr. Essig may be deemed to be
the beneficial owner of 2,001,684 shares of common
stock. This ownership consists of the following:
(i) 915,383 shares of common stock held directly by
Mr. Essig;
(ii) 54,358 shares of common stock held by the Essig
Enright Family Foundation (the "Foundation"), of
which Mr. Essig and his wife are two of the three
trustees; and
(iii) 1,031,943 shares of common stock underlying
options to purchase common stock (of which options to
purchase 520,231 shares of common stock are
exercisable as of, or within 60 days of,
January 3, 2006).
Based on calculations made in accordance with Rule
13d-3(d), Mr. Essig may be deemed the beneficial
owner of 6.9% of the outstanding shares of common
stock. This calculation is based on 28,170,091 shares
of common stock outstanding and includes options to
purchase 511,712 shares of common stock held by Mr.
Essig that are not exercisable as of, or within 60
days of, January 3, 2006.
Mr. Essig disclaims beneficial ownership of the
511,712 shares of common stock underlying options not
exercisable as of, or within 60 days of, January 3,
2006. Excluding these shares, Mr. Essig would be
deemed the beneficial owner of 1,489,972 shares of
commons stock (or 5.2% of the outstanding shares of
common stock).
(b) Voting and Dispositive Power:
Mr. Essig has sole voting and dispositive power over
1,947,326 shares that may be deemed to be
beneficially owned by him as of January 3, 2006. This
consists of the following (i) the 915,383 shares of
common stock held directly by Mr. Essig and (ii)
1,031,943 shares of common stock underlying options
to purchase common stock, of which Mr. Essig
disclaims beneficial ownership with respect to
511,712 shares of common stock as set forth in Item
5(a).
Mr. Essig may be deemed to have shared voting and
dispositive power over the 54,358 shares of common
stock held by the Foundation.
(c) Transactions within the past 60 days:
On December 19, 2005, Mr. Essig was granted options
to purchased 200,000 shares of common stock. The
exercise price of these options is $35.57 per share.
One-fourth of these shares become exercisable upon
the one-year anniversary of the grant, and the
remaining shares become exercisable monthly
thereafter over the next 36 months. The options
expire on December 19, 2015.
On January 3, 2006, the Company delivered 750,000
shares of common stock to Mr. Essig, and Mr. Essig
subsequently sold 340,000 of such shares in a
privately negotiated transaction on such date at a
price of $34.70 per share pursuant to a previously
disclosed Rule 10b5-1 plan. The 750,000 shares of
common stock were issued to Mr. Essig pursuant to an
award of Restricted Units made to him in 2000. See
Item 6 below for a description of the terms of these
Restricted Units and the Rule 10b5-1 plan.
(d) Right to Direct the Receipt of Dividends: Not applicable.
(e) Last Date on Which Reporting Person Ceased to be a 5%
Holder: Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Original Filing is hereby amended and restated
in its entirety as follows:
2004 Employment Agreement and Related Agreements
In connection with a Second Amended and Restated Employment
Agreement that Mr. Essig and the Company entered into in July
2004, the Company granted Mr. Essig a non-qualified stock
option to purchase 250,000 shares of common stock and an award
of fully vested 750,000 restricted units in the form of
contract stock ("Restricted Units"). Under the employment
agreement, Mr. Essig is also entitled to an annual option
grant of between 100,000 and 200,000 shares as determined by
the Company's compensation committee. The exercise price of
each option grant is at fair market value on the date of
grant, and the option term is ten years. Each option grant
vests in accordance with the following schedule subject to Mr.
Essig's continued employment: one-fourth of the shares become
exercisable upon the one-year anniversary of the grant, and
the remaining shares vest monthly with respect to 1/36th on
the first business day of each following month. The option
grants contain typical acceleration provisions in the event of
a change in control of the Company, termination of employment
without cause by the Company or termination of employment by
Mr. Essig for a good reason. The Second Amended and Restated
Employment Agreement, the Stock Option Grant and Agreement
relating to the option to purchase 250,000 shares of common
stock and the form of Stock Option Grant and Agreement for Mr.
Essig's annual option grants are set forth as Exhibits 7(a),
7(f) and 7(h), respectively, to the Original Filing and
incorporated by reference herein.
Each Restricted Unit represents the right to receive one share
of the Company's common stock. The shares of the Company's
common stock underlying the Restricted Units ("Unit Shares")
generally shall be delivered to Mr. Essig on the first
business day following his termination of employment or
retirement, or earlier if a change in control of the Company
occurs or Mr. Essig becomes subject to taxation on any
Restricted Units before the scheduled delivery date (or
deferral date, if applicable). However, unless previously
delivered, if Mr. Essig's employment with the Company is
terminated for cause or Mr. Essig voluntarily leaves his
employment with the Company prior to December 31, 2009 (other
than for good reasons or due to disability), then the Unit
Shares will not be distributed to Mr. Essig until the first
business day of the calendar year 2017. Additionally, Mr.
Essig has a one-time right to defer the delivery of the Unit
Shares so long as such election is (a) made at least 12 months
prior to the otherwise applicable delivery date and (b) the
deferral delivery date is at least five years beyond the
scheduled delivery date, but not beyond June 30, 2029. The
Contract Stock/Restricted Units Agreement relating to this
grant is set forth as Exhibit 7(g) to the Original Filing and
incorporated by reference herein.
2000 Restricted Unit Issuance
Mr. Essig received a Restricted Unit award in 2000 that
entitled him to receive an aggregate 1,250,000 shares of
common stock. Of the 1,250,000 shares, 750,000 shares were
delivered on January 3, 2006 and the remaining 500,000 shares
of common stock are deliverable on March 4, 2008. Of the
750,000 shares that were delivered on January 3, 2006, 340,000
shares were subsequently sold by Mr. Essig on that date
pursuant to a previously disclosed Rule 10b5-1 plan. The
Restricted Units Agreement relating to this grant is set forth
as Exhibit 7(e) to the Original Filing and incorporated by
reference herein.
Registration Rights
The Company has also granted Mr. Essig registration rights
with respect to the shares of common stock underlying his
option and Restricted Unit grants. These registration rights
provisions are set forth as Exhibits 7(i), 7(j) and 7(k) to
the Original Filing and incorporated by reference herein.
Sale Plans Under Rule 10b5-1
Mr. Essig entered into two sales plans pursuant to Rule 10b5-1
under the Act with a registered broker-dealer. One plan
provided for the sale of 340,000 shares of the 750,000 shares
of common stock underlying Restricted Units and issued to Mr.
Essig on January 3, 2006. This plan was entered into to enable
Mr. Essig to obtain proceeds to cover tax liabilities
associated with his receipt of the 750,000 shares of common
stock. The other plan provides for the sale of up to 200,000
shares of common stock underlying options (and the exercise of
the related options) at specified prices. On January 3, 2006,
Mr. Essig sold 340,000 shares pursuant to the first 10b5-1
plan described above.
Variable Forward Sale Agreement
Mr. Essig has entered into a variable forward sale agreement
with Credit Suisse First Boston Capital LLC ("CS First
Boston") pursuant to which CS First Boston may sell 500,000
shares of common stock owned by Mr. Essig. The agreement
requires Mr. Essig to deliver to CS First Boston on March 28,
2013 between 264,550 and 500,000 shares of common stock or the
cash equivalent of such shares at the election of Mr. Essig.
The amount of shares or cash equivalent will depend upon the
average price of the common stock in the 20 trading days prior
to and including the settlement date. In connection with this
agreement, Mr. Essig pledged 500,000 shares of common stock to
CS First Boston. Mr. Essig retains voting power with respect
to these shares pending the settlement of this contract.
Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 4, 2006
Name /s/ Stuart M. Essig