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): October 30, 2006
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 October 30, 2006, Integra LifeSciences Holdings Corporation (the "Company")
entered into amendments to the agreements governing the restricted unit grants
made in 2000 and 2004 to Stuart Essig, the Company's President and Chief
Executive Officer. These amendments were entered into as a result of the
enactment of Section 409A to the Internal Revenue Code of 1986, as amended, and
the proposed regulations thereunder.
2000 Grant Amendment
The following is a summary of the material changes to the Amendment 2006-1,
dated as of October 30, 2006 (the "2000 Grant Amendment"), to the Stuart M.
Essig Restricted Units Agreement dated as of December 22, 2000:
Ability to Defer Delivery: Previously, Mr. Essig had the right to defer the
delivery of the 500,000 shares of common stock deliverable on March 4, 2008
until June 30, 2025 on as many occasions as he desired by giving written notice
no less than six months prior to the next scheduled delivery date for the
shares. Under the 2000 Grant Amendment, Mr. Essig may defer the receipt of the
shares to a later date if the election to defer is made at least 12 months prior
to the date the shares are scheduled to be delivered, the new delivery date is
no sooner than five years from the date the shares were scheduled to be
delivered and the new election is irrevocable, but shall not become effective
for 12 months after the date the election is made. However, if the election to
defer is made by December 31, 2007, the above requirements shall not apply and
Mr. Essig may choose any delivery date after December 31, 2007. If the election
to defer delivery is made after December 31, 2007, the delivery date may be
delayed as many times as Mr. Essig desires, provided that the latest an election
may be made is June 30, 2020 and the latest the delivery date can be is June 30,
2025.
Delivery upon a Change in Control: Previously, if a change in control occured,
Mr. Essig had the right to elect to receive the delivery of the shares on any
date he elected. The 2000 Grant Amendment provides for immediate delivery on a
change in control so long as the change in control meets the requirements of
Section 409A(a)(2)(v) of the Internal Revenue Code.
2004 Grant Amendment
The following is a summary of the material changes to the Amendment 2006-1,
dated as of October 30, 2006 (the "2004 Grant Amendment"), to the Stuart M.
Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004:
Date of Delivery: Previously, the 750,000 shares of common stock underlying the
restricted units granted in 2004 was to be delivered on the first business day
following the date Mr. Essig's employment terminated, unless the shares were
previously delivered upon a change in control of Integra or certain tax events
under the agreement. In addition, if Mr. Essig was terminated for cause prior to
December 31, 2009, the shares would have been distributed in January 2017. The
2004 Grant Amendment provides that the shares shall be paid out as soon as
administratively practicable on or after the first business day that occurs
immediately following the 6-month period after the date of Mr. Essig's
separation from service from Integra.
Ability to Defer Delivery: Mr. Essig previously had a one-time opportunity to
make an election to further defer the delivery of the shares if the new delivery
date was not beyond June 20, 2029, the election was made at least 12 months
prior to the distribution date and the new delivery date was no sooner than 5
years from the date the shares were scheduled to be delivered. The 2004 Grant
Amendment requires that this one-time opportunity to defer must take place
before the end of 2007. The 2004 Grant Amendment further provides that the
delivery of the shares will be on the later of separation from service or the
specified date elected.
Delivery upon a Change in Control: Previously, if a change in control occurred,
the timing of the delivery of shares would have been governed by the terms of
Mr. Essig's employment agreement, which provides for delivery of the shares on
the date of the change in control, unless legislation requires a later delivery.
The 2004 Grant Amendment provides for immediate delivery on a change in control
if a change in control occurs prior to the termination of Mr. Essig's employment
and the date designated by Mr. Essig, if any, pursuant to the preceding
paragraph, so long as the change in control meets the requirements of Section
409A(a)(2)(v) of the Internal Revenue Code.
Copies of the 2000 Grant Amendment and the 2000 Grant Amendment are attached as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K
and are incorporated by reference into this Item.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a) On October 30, 2006, the Board of Directors of the Company amended the
Company's Amended and Restated By-Laws to change the vote standard for the
election of directors from a plurality to a majority of votes cast in
uncontested elections. A majority of the votes cast means that the number of
shares voted "for" a director must exceed the number of votes cast "against"
that director. In contested elections where the number of nominees exceeds the
number of directors to be elected, the vote standard will continue to be a
plurality of votes cast.
In addition, if a nominee who already serves as a director is not elected, the
director shall offer to tender his or her resignation to the Board of Directors.
The Nominating and Corporate Governance Committee will make a recommendation to
the Board on whether to accept or reject the resignation, or whether other
action should be taken. The Board will act on the Committee's recommendation and
publicly disclose its decision and the rationale behind it within 90 days from
the date of the certification of the election results. The director who tenders
his or her resignation will not participate in the Board's decision.
The Amended and Restated By-Laws of the Company, as amended on October 30, 2006,
are attached as Exhibit 3.1 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description of Exhibit
-------------- ---------------------------
3.1 Amended and Restated By-Laws of Integra LifeSciences Holdings
Corporation, as amended October 30, 2006
10.1 Amendment 2006-1, dated as of October 30, 2006, to the Stuart
M. Essig Restricted Units Agreement dated as of December 22,
2000
10.2 Amendment 2006-1, dated as of October 30, 2006, to the Stuart
M. Essig Contract Stock/Restricted Units Agreement dated as of
July 27, 2004
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 3, 2006 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
-------------- ---------------------------
3.1 Amended and Restated By-Laws of Integra LifeSciences Holdings
Corporation, as amended October 30, 2006
10.1 Amendment 2006-1, dated as of October 30, 2006, to the Stuart
M. Essig Restricted Units Agreement dated as of December 22,
2000
10.2 Amendment 2006-1, dated as of October 30, 2006, to the Stuart
M. Essig Contract Stock/Restricted Units Agreement dated as of
July 27, 2004