File pursuant to Rule 424(b)(7)
Registration No. 333-146185
PROSPECTUS SUPPLEMENT NO. 1
(To prospectus dated September 19, 2007)
2,490,131 Shares
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Common Stock
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This prospectus supplement No. 1, which supplements the prospectus
dated September 19, 2007 and filed by us on September 20, 2007, relates to the
resale from time to time by selling stockholders of the shares of common stock
that may be issued to them upon the conversion of our 2.75% Senior Convertible
Notes due 2010.
You should read this prospectus supplement in conjunction with the
related prospectus, which should be delivered in conjunction with this
prospectus supplement. This prospectus supplement is not complete without, and
may not be delivered or used except in conjunction with the prospectus,
including any amendments or supplements to the prospectus. This prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information provided by this prospectus supplement supercedes
information contained in the prospectus.
You should read and rely only on the information contained in this
prospectus supplement and the related prospectus, together with additional
information described on page 34 of the related prospectus under the heading
"Where You Can Find More Information and Incorporation by Reference." Neither we
nor the selling stockholders have authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. Neither we nor the selling stockholders
are making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information contained or
incorporated by reference in this prospectus supplement or the related
prospectus is accurate only as of the dates of the documents containing the
information.
Investing in our common stock involves risks. See "Risk Factors"
beginning on page 5 of the related prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement and the related prospectus.
Any representation to the contrary is a criminal offense.
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THIS PROSPECTUS SUPPLEMENT IS DATED DECEMBER 14, 2007.
SELLING STOCKHOLDERS
The information appearing in the table below with respect to the
selling stockholders named therein supplements and supersedes the information
with respect to such selling stockholders in the table appearing under the
heading "Selling Stockholders" in the related prospectus dated September 19,
2007 and filed September 2007. The information is based solely on information
provided to us by or on behalf of the selling stockholders on or prior to
December 13, 2007 in Selling Securityholder Notices and Questionnaires.
The number of shares of our common stock issuable upon the conversion
of the notes shown in the table below assumes conversion of the full amount of
notes held by each selling stockholder at the initial conversion rate of 15.0917
shares of our common stock per $1,000 principal amount of notes and a cash
payment in lieu of any fractional share, which rate is subject to adjustment
upon the occurrence of certain events. Accordingly, the number of shares of our
common stock issued upon the conversion of the notes may increase or decrease
from time to time. The selling stockholders may offer all, some or none of the
shares of our common stock that we may issue upon the conversion of the notes.
Therefore, we cannot estimate the number of shares of our common stock that will
be held by the selling stockholders upon consummation of any of these sales. The
number of shares of our common stock owned by the other selling stockholders or
any future transferee from any such holder assumes that they do not beneficially
own any shares of common stock other than the common stock that we may issue to
them upon the conversion of the notes. In addition, the selling stockholders
identified below may have acquired, sold, transferred or otherwise disposed of,
in transactions exempt from the registration requirements of the Securities Act,
all or a portion of their notes or shares of our common stock since the date on
which they provided the information regarding their notes and therefore the
aggregate number of shares set forth in the table below may exceed the number of
shares actually issuable upon conversion of the notes.
Based upon information provided by the selling stockholders, none of
the selling stockholders or their affiliates has, or within the past three years
has had, any material relationship with us or any of our predecessors or
affiliates, except as disclosed below.
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Principal Amount Number of Number of
of Notes Owned Shares Shares
Prior to Beneficially Number of Beneficially Percentage of
Offering (in Owned Prior to Shares Being Owned After Shares Outstanding
Name of Selling Stockholder U.S. dollars) Offering (1) Offered Offering (2) (2)(3)
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Acuity Master Fund Ltd. 2,800,000 42,256 42,256 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
DBAG London (4) 31,100,000 469,351 469,351 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
dbx-Convertible Arbitrage 12 Fund
c/o Quattro Global Capital, LLC 296,000 4,467 4,467 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Institutional Benchmark Series
(Master Feeder) Limited in
Respect of Electra Series c/o
Quattro Global Capital, LLC 1,036,000 15,635 15,635 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
JPMorgan Securities Inc. (5) 5,600,000 84,513 84,513 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Lyxor/Acuity Fund Ltd. (6) 2,700,000 40,747 40,747 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Partners Group Alternative
Strategies PCC Limited, Red
Delta Cell c/o Quattro Global
Capital, LLC 300,000 4,527 4,527 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Piper Jaffray & Co. (7) 8,000,000 120,733 120,733 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Quattro Fund Ltd. 5,624,000 84,875 84,875 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Quattro Multistrategy Masterfund
LP 444,000 6,700 6,700 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Silvercreek II Limited 4,000,000 60,366 60,366 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
Silvercreek Limited Partnership 6,000,000 90,550 90,550 0 *
------------------------------------ ------------------ ----------------- --------------- ---------------- --------------------
* Less than 1%.
(1) Certain of the selling stockholders listed in this table may also own
or be deemed to own shares of the Company's common stock issuable upon
conversion of the 2008 notes and/or the 2012 notes.
(2) The beneficial ownership in this column assumes that the selling
stockholder sells all of the shares offered by this prospectus that are
beneficially owned by the selling stockholder and that prior to the
sale of such shares the selling stockholder does not acquire additional
shares or dispose of shares beneficially owned by the stockholder that
are not being offered pursuant to this prospectus.
(3) The percentage of outstanding shares is based on 26,363,053 shares of
common stock outstanding as of November 5, 2007.
(4) The selling stockholder entered into call and warrant transactions with
the Company in connection with the private placement of the notes and
the concurrent private placement of the 2012 notes. The selling
stockholder is an affiliate of a registered broker-dealer, Deutsche
Bank Securities, Inc. Deutsche Bank Securities Inc. was an initial
purchaser of the notes and the 2012 notes in the private placements of
such notes. An affiliate of the selling stockholder and of Deutsche
Bank Securities Inc. is a lender under the Company's credit facility.
The selling stockholder certifies that it acquired the securities in
the ordinary course of business, and that, at the time it acquired the
securities, it did not have any agreements or understandings, direct or
indirect, with any person to distribute the securities.
(5) The selling stockholder is a registered broker-dealer and was both an
initial purchaser and a representative of the initial purchasers of the
notes and the 2012 notes in the private placement of the notes and the
concurrent private placement of the 2012 notes. An affiliate of the
selling stockholder is a lender under the Company's credit facility.
The selling stockholder certifies that it acquired the securities in
the ordinary course of business, and that, at the time it acquired the
securities, it did not have any agreements or understandings, direct or
indirect, with any person to distribute the securities.
(6) The selling stockholder is an affiliate of a registered broker-dealer,
Fimat USA LLC, which is a wholly owned subsidiary Societe Generale. The
selling stockholder has stated that the registered broker-dealer is not
participating in the offering and certifies that it acquired the
securities in the ordinary course of business, and that, at the time it
acquired the securities, it did not have any agreements or
understandings, direct or indirect, with any person to distribute the
securities.
(7) The selling stockholder is a registered broker-dealer. The selling
stockholder certifies that it acquired the securities in the ordinary
course of business, and that, at the time it acquired the securities,
it did not have any agreements or understandings, direct or indirect,
with any person to distribute the securities.