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): August 11, 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 August 11, 2006, Integra LifeSciences Corporation ("ILS"), a wholly-owned
subsidiary of Integra LifeSciences Holdings Corporation (the "Company"), entered
into an amendment with Sorrento Montana, L.P. relating to one of the buildings
in its San Diego facility.
The amendment provides for the addition of approximately 5,000 square feet to
the leased space, effective August 15, 2006, and for approximately 1,800 square
feet (consisting of two suites) to be added to the leased space when such
additional space becomes vacant on approximately October 1, 2006. The monthly
base rate payable by ILS was increased, effective August 1, 2006, to $24,515.17.
It will increase when each additional suite is added to the leased space by an
additional $937.20 for one suite and additional $1,232.40 for the other suite.
The amendment provides for the exercise of ILS's option to extend the lease an
additional 24 months, through June 30, 2009. The monthly base rate payable from
July 1, 2007 through June 30, 2009 will be 104% of the base rate payable by ILS
for the month of June 2007.
In addition, ILS has a two-year option, exercisable before December 31, 2008, to
extend its occupancy through June 30, 2011. The monthly base rate payable from
July 1, 2009 through June 30, 2011 will be the then-prevailing market rate for
comparable space in the Sorrento Mesa and Sorrento Valley areas of San Diego
A copy of the amendment is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item.
ITEM 8.01. OTHER EVENTS.
On August 14, 2006, the Company announced that it modified and extended its
offer in which holders of its outstanding 2 1/2% Contingent Convertible
Subordinated Notes due 2008 may exchange these notes for new 2 1/2% Contingent
Convertible Subordinated Notes due 2008.
A copy of this press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
10.1 Fourth Amendment to Sublease dated as of August 15, 2006
by and between Sorrento Montana, L.P. and Integra
LifeSciences Corporation
99.1 Press release issued August 14, 2006 (Incorporated by
reference to Exhibit (a)(5)(iii) to the Company's Schedule
TO/A filed on August 15, 2006)
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: AUGUST 17, 2006 BY: /s/ STUART M. ESSIG
-----------------------------
STUART M. ESSIG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
10.1 Fourth Amendment to Sublease dated as of August 15, 2006
by and between Sorrento Montana, L.P. and Integra
LifeSciences Corporation
99.1 Press release issued August 14, 2006 (Incorporated by
reference to Exhibit (a)(5)(iii) to the Company's Schedule
TO/A filed on August 15, 2006)