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): March 15, 2007
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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATION ARRANGEMENT OF CERTAIN OFFICERS.
EXECUTIVE OFFICER BASE SALARY INCREASES AND CASH BONUS GRANTS
On March 15, 2007, the Compensation Committee of the Board of Directors of the
Company increased the annual base salaries of and granted cash bonuses to
certain named executive officers. The salary increases and bonuses are as
follows.
Name and Title New Salary Bonus
Maureen B. Bellantoni $325,000 $120,000
Executive Vice President and
Chief Financial Officer
Gerard S. Carlozzi $420,000 $160,000
Executive Vice President and
Chief Operating Officer
John B. Henneman, III (1) $168,000
Executive Vice President and
Chief Administrative Officer
(1) Mr. Henneman's annual base salary was not increased.
The base salary increases were effective March 1, 2007.
FORM OF PERFORMANCE STOCK AGREEMENT FOR CERTAIN EXECUTIVE OFFICERS
On March 15, 2007, Compensation Committee of the Board of Directors of the
Company approved a form of performance stock agreement to be used in connection
with grants of performance stock of the Company to Gerard S. Carlozzi and John
B. Henneman, III, executive officers of the Company.
The agreement provides that the shares of common stock underlying the
performance stock shall be issued to the officer as soon as practicable after
the end of the performance period, and subject to a determination of the
Compensation Committee that the performance goals have been met. The performance
period shall be the three-year period beginning January 1 of the year of the
grant and ending on December 31 of the second year after the grant. The
performance goal will be that the Company's consolidated sales in any calendar
year during the performance period are greater than consolidated sales in the
calendar year prior to the performance period. In addition, the common stock
shall be delivered upon (i) a Change in Control, (ii) the officer's termination
of service without Cause or for Good Reason, (iii) the Disability of the officer
or (iv) the officer's death. The defined terms in the preceding sentence have
the meanings set forth in the officer's employment agreement with the Company.
A copy of the form of performance stock agreement 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.
(d) Exhibits.
Exhibit Number Description of Exhibit
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10.1 Form of Performance Stock Agreement for Gerard S. Carlozzi and
John B. Henneman, III
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: March 21, 2007 By: /s/ Stuart M. Essig
----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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10.1 Form of Performance Stock Agreement for Gerard S. Carlozzi and
John B. Henneman, III