UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
-----------------------------------------
(F/K/A INTEGRA LIFESCIENCES CORPORATION)
--------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01
-----------------------------
(Title of Class of Securities)
457985208
---------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 16, 2002
--------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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
disclosures provided in a prior cover page.
The information required on 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).
Continued on following page(s)
Page 1 of 13 Pages
Exhibit Index: Page 11
SCHEDULE 13D
CUSIP No. 457985208 Page 2 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
2,630,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,630,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,630,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
10.01%
14 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13D
CUSIP No. 457985208 Page 3 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,630,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,630,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,630,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
10.01%
14 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13D
CUSIP No. 457985208 Page 4 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,630,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,630,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,630,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
10.01%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. 457985208 Page 5 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
2,630,625
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,630,625
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,630,625
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
10.01%
14 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13D
CUSIP No. 457985208 Page 6 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
3,325,300
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,325,300
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,325,300
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)
12.66%
14 Type of Reporting Person (See Instructions)
IA
Page 7 of 13 Pages
This Amendment No. 5 to Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Integra LifeSciences Holdings
Corporation (the "Issuer") (f/k/a Integra LifeSciences Corporation). This
Amendment No. 5 supplementally amends the initial statement on Schedule 13D,
dated April 8, 1999, and all amendments thereto (collectively, the "Initial
Statement"), filed by the Reporting Persons. This Amendment No. 5 is being filed
by the Reporting Persons to report that, on April 16, 2002, 48,699 shares of
Series C Preferred Stock held for the account of QIP were converted into 541,100
Shares, and 5,301 shares of Series C Preferred Stock held for the account of SFM
Domestic Investments were converted into 58,900 Shares. Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC") and
v) Mr. George Soros ("Mr. Soros").
This Statement relates to Shares held for the accounts of QIP and SFM
Domestic Investments LLC ("SFM Domestic Investments").
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of 2,630,625 Shares (approximately 10.01% of the total
number of Shares outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of 3,325,300
Shares (approximately 12.66% of the total number of Shares outstanding). This
number includes (A) 2,630,625 Shares held for the account of QIP and (B) 694,675
Shares held for the account of SFM Domestic Investments.
(b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by virtue of
the QIP Contract) and Mr. Soros (as a result of his position with SFM LLC) may
be deemed to have the sole power to direct the voting and disposition of the
2,630,625 Shares held for the account of QIP.
Page 8 of 13 Pages
(ii) Mr. Soros in his capacity as the sole managing member of
SFM Domestic Investments may be deemed to have the sole power to direct the
voting and disposition of the 694,675 Shares held for the account of SFM
Domestic Investments.
(c) Except for the transactions listed in Annex A hereto, all of which
were effected in private transactions directly with the Issuer, been no
transactions effected with respect to the Shares since February 22, 2002 (60
days prior to the date hereof) by any of the Reporting Persons.
(d) (i) The shareholders of QIP, including Quantum Industrial Holdings,
Ltd., a British Virgin Islands international business company, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of QIP in accordance with their ownership
interests in QIP.
(ii) Certain members of SFM Domestic Investments have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the securities held for the account of SFM Domestic Investments.
(e) Not applicable.
Item 7. Material to be filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 9 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: April 23, 2002 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
---------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Richard D. Holahan, Jr.
-----------------------------
Richard D. Holahan, Jr.
Vice President
QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
--------------------------------------
Richard D. Holahan, Jr.
Vice President
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
--------------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
--------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Page 10 of 13 Pages
ANNEX A
RECENT TRANSACTIONS IN THE SECURITIES OF
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date of Nature of Number of
For the Account of Transaction Transaction Securities Price
------------------ ------------ ----------- ------------ ------
QIP April 16, 2002 Conversion 541,100 Shares/1/ $9.00/2/
SFM Domestic Investments April 16, 2002 Conversion 58,900 Shares/3/ $9.00/2/
-------------------
/1/ On April 16, 2002, QIP converted 48,699 shares of Series C Convertible Preferred Stock into 541,100 Shares.
/2/ This amount represents the conversion rate.
/3/ On April 16, 2002, SFM Domestic Investments converted 5,301 shares of
Series C Convertible Preferred Stock into 58,900 Shares.
Page 11 of 13 Pages
EXHIBIT INDEX
Page No.
--------
M. Power of Attorney, dated as of February 13, 2002, granted by
Quantum Industrial Partners LDC in favor of Mr. Armando T.
Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean
Cullinan, Mr. Richard D. Holahan, Jr. and Mr. Robert Soros.............12
N. Power of Attorney, dated as of January 15, 2002, granted by
Mr. George Soros in favor of Mr. Armando T. Belly, Ms. Jodye
Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr.
Richard D. Holahan, Jr. and Mr. Robert
Soros....................................................................13
Page 12 of 13 Pages
EXHIBIT M
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL
PARTNERS LDC (the "Company"), an exempted limited duration company
existing and operating under the laws of the Cayman Islands does,
pursuant to a duly appointed resolution of its Managing Director,
hereby designate, constitute and appoint:
ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN,
RICHARD D. HOLAHAN, JR. AND ROBERT SOROS
acting, singly and not jointly, as its true and lawful agent and
attorney in fact for the purpose of executing in its name, all
documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign
or domestic governmental or regulatory body or required or requested by
any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents
relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933
or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including (1) all documents
relating to the beneficial ownership of securities required to be filed
with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on
Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint
filing agreements pursuant to Rule 13d-1(k), and (c) any initial
statements of, or statements of changes in, beneficial ownership of
securities on Forms 3, Form 4 or Form 5 and (2) any information
statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
Each attorney-in-fact is hereby authorized and empowered to perform all
other acts and deeds, which he or she in his or her sole discretion
deems necessary or appropriate to carry out to the fullest extent the
terms and the intent of the foregoing. All prior acts of each
attorney-in-fact in furtherance of the foregoing are hereby ratified
and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be executed
this 13th day of February, 2002.
QUANTUM INDUSTRIAL PARTNERS LDC
/s/ Curacao Corporation Company N.V.
----------------------------------------
Curacao Corporation Company N.V.
Managing Director
Page 13 of 13 Pages
EXHIBIT N
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make,
constitute and appoint each of Armando T. Belly, Jodye Anzalotta,
Maryann Canfield, Sean Cullinan, Richard D. Holahan, Jr. and Robert
Soros acting individually, as my agent and attorney-in-fact for the
purpose of executing in my name, (a) in my personal capacity or (b) in
my capacity as Chairman of, member of or in other capacities with Soros
Fund Management LLC ("SFM LLC") and each of its affiliates or entities
advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or
delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts, or other
investments, and any other documents relating or ancillary thereto,
including but not limited to, all documents relating to filings with
the Commodities Futures Trading Commission and National Futures
Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Commodities Exchange Act and the Securities Act
of 1933 or the Securities Exchange Act of 1934 (the "Act") and the
rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed
with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and
information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of
Attorney dated as of the 27th day of January 2000 with respect to the
same matters addressed above.
This power of attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 15th day
of January, 2002.
/s/ George Soros
-----------------------------------
GEORGE SOROS