Edgar Filing: INTEGRA LIFESCIENCES HOLDINGS CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Name of applicant)

311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
(Address of principal executive offices)

SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED

2 1/2 % Contingent Convertible Subordinated Notes Due 2008 $120,000,000
---------------------------------------------------------- ------------
Title of Class Amount

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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICABLE AFTER
THE DATE OF THIS APPLICATION FOR QUALIFICATION.

MAUREEN B. BELLANTONI
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY
(609) 275-0500
(Name and Address of Agent for Service)

COPY TO:
PETER LABONSKI, ESQ.
LATHAM & WATKINS LLP
885 THIRD AVENUE
NEW YORK, NY 10022
(212) 906-1200

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GENERAL

1. GENERAL INFORMATION.
(a) FORM OF ORGANIZATION. A corporation.

(b) STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH ORGANIZED. Delaware.

2. SECURITIES ACT EXEMPTION APPLICABLE.

In exchange for each $1,000 principal amount of our outstanding 2 1/2%
Contingent Convertible Subordinated Notes due 2008 (the "Old Notes") that is
validly tendered and accepted for exchange upon the terms and subject to the
conditions set forth in the Offer to Exchange dated July 17, 2006 and any
amendments and supplements thereto (the "Offer to Exchange") and in the related
letter of transmittal, the Company is offering (i) $1,000 principal amount of
its 2 1/2% Contingent Convertible Subordinated Notes due 2008 (the "New Notes")
and (ii) a one time cash payment (an "Exchange Fee") equal to $2.50. The
exchange of Old Notes for New Notes and the payment of the Exchange Fee is
referred to herein as the "Exchange Offer." If the Exchange Offer is completed,
the New Notes will be issued under the indenture (the "Indenture") to be
qualified under this Application for Qualification of Indenture on Form T-3 (the
"Application"). As the New Notes (and the Exchange Fee) are proposed to be
offered for exchange by the Company with its existing noteholders exclusively
and solely for outstanding Old Notes of the Company, the transaction is exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to the provisions of Section 3(a)(9) thereof and Rule 150
promulgated thereby. No sales of securities of the same class as the New Notes
have been or are to be made by the Company or by or through an underwriter at or
about the same time as the Exchange Offer for which the exemption is claimed. No
commission or other remuneration has been paid by the Company, directly or
indirectly, for soliciting exchanges pursuant to the Exchange Offer, and no
consideration has been, or is to be given, directly or indirectly, by the
Company to any person in connection with the transaction, except for (i) the
customary payments to be made in respect of preparation, printing, and mailing
of the Offer to Exchange and related documents, (ii) the engagement of Georgeson
Inc. as Information Agent, and Wells Fargo Bank, N.A as Exchange Agent, and
(iii) the payment of the Exchange Fee. No holder of the outstanding securities
has made or will be requested to make any cash payment to the Company in
connection with the Exchange Offer.

AFFILIATIONS

3. AFFILIATES.

The following is a list of affiliates of the Company as of the date of this
application. The Company owns, directly or indirectly, 100% of the capital stock
or membership interests as the case may be, of each of its subsidiaries, except
where otherwise indicated.

AFFILIATE COMPANIES

Integra LifeSciences Corporation
Integra Ohio, Inc.
Integra Clinical Education Institute, Inc.
Integra Healthcare Products LLC
J. Jamner Surgical Instruments, Inc.
Jarit Instruments, Inc.
Integra Selector Corporation
Integra NeuroSciences (International), Inc.
Integra LifeSciences (France) LLC
Newdeal Inc.
Integra Radionics, Inc

Integra ME GmbH
GMS mbH
Integra NeuroSciences GmbH
Jarit Instruments Inc. & Co. KG
Integra NeuroSciences Holdings B.V.
Caveangle Limited
Integra NeuroSciences Holdings Limited
Spembly Medical Limted
Integra NeuroSciences Limited
Spembly Cryosurgery Limited
Integra LifeSciences (Ireland) Limited
Integra CI, Inc.
Integra NeuroSciences Holdings (France) SA
Integra NeuroSciences Implants (France) SA
Integra LifeSciences Holdings SAS
Newdeal Technologies SAS
Newdeal SAS
Surfix Technologies SAS
ND Service NV
Miltex GmbH
Miltex, Inc.
Meisterhand Instrumente GmbH
EndoSolutions, Inc.
Canada Microsurgical Ltd.
Integra LifeSciences (Canada) Holdings, Inc.
Kinetikos Medical, Inc.

MANAGEMENT AND CONTROL

4. DIRECTORS AND EXECUTIVE OFFICERS.

The following table lists the names of all directors and executive officers of
the Company as of the date of the filing. The mailing address of each director
and executive officer is: c/o Integra LifeSciences Holdings Corporation, 311
Enterprise Drive. Plainsboro, New Jersey 08536.

NAME OFFICE
---- ------
Stuart M. Essig .......... President, Chief Executive Officer and Director
Maureen B. Bellantoni .... Executive Vice President and Chief Financial Officer
Gerard S. Carlozzi ....... Executive Vice President and Chief Operating Officer
John B. Henneman, III .... Executive Vice President and Chief Administrative
Officer
Richard D. Gorelick....... Secretary
David B. Holtz............ Senior.Vice.President, Finance
Judith E. O'Grady ........ Senior Vice President, Regulatory, Quality Assurance
and Clinical Affairs
Richard E. Caruso......... Director,.Chairman of the Board
Keith Bradley............. Director
Neal Moszkowski........... Director
Christian S. Schade....... Director
James M. Sullivan......... Director
Anne M. VanLent........... Director

5. PRINCIPAL OWNERS OF VOTING SECURITIES.

As of September 7, 2006, the following persons owned 10% or more of the voting
securities of the Company.

NAME AND COMPLETE TITLE OF CLASS OWNED AMOUNT OWNED PERCENTAGE OF VOTING
MAILING ADDRESS SECURITIES OWNED

Richard E. Caruso
311 Enterprise Drive
Plainsboro, New Jersey
08536....................... Common Shares 7,133,999(1) 25.6%

Provco Leasing
Corporation
209B Bayard Building
3411 Silverside Road
Wilmington, Delaware
19810...................... Common Shares 7,114,543(2) 25.5%

TRU ST
PARTNERSHIP, L.P.
795 Lancaster Avenue
Suite 200
Villanova, Pennsylvania
19085...................... Common Shares 7,091,205 25.4%

(1) Includes 19,456 shares directly held by Mr. Caruso, 7,091,205 shares
directly held by TRU ST PARTNERSHIP, L.P. and 23,338 shares directly held by
Provco Leasing Corporation.

(2) Includes 7,091,205 shares directly held by TRU ST PARTNERSHIP, L.P. and
23,338 shares directly held by Provco Leasing Corporation.

UNDERWRITERS

6. UNDERWRITERS.

(a) Name and address of each person who, during the last three years, acted as
an underwriter of any securities of Integra LifeSciences Holdings Corporation
which are outstanding as of the date of filing this application.

None.

(b) No person is acting as a principal underwriter of the New Notes proposed to
be offered pursuant to the Indenture.

CAPITAL SECURITIES
7. CAPITALIZATION.

(a) The authorized and outstanding capital stock and debt securities of the
Company as of September 7, 2006 were as follows:

TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING

Common Stock...................... 60,000,000 27,905,396
Preferred Stock................... 15,000,000 0
2 1/2% Contingent Convertible
Subordinated Notes due 2008....... $120,000,000 principal amount $120,000,000 principal amount

(b) Voting rights of voting securities in (a).

COMMON STOCK. Holders of common stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the outstanding
shares of common stock entitled to vote in any election of directors may elect
all the directors standing for election.

PREFERRED STOCK. Holders of preferred stock are entitled to voting rights equal
to the number of shares of common stock into which the preferred stock is
convertible. Thus, if the preferred stock is convertible into one share of
common stock, upon conversion the holder is entitled to one vote for each share
held on all matters submitted to a vote of the stockholders. No preferred stock
is outstanding.

2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008. None.

INDENTURE SECURITIES

8. ANALYSIS OF INDENTURE PROVISIONS.

The New Notes will be issued under the Indenture to be dated as of the
consummation of the Exchange Offer and entered into between the Company and
Wells Fargo Bank, National Association, as trustee (the "Trustee"). The
following analysis is not a complete description of the Indenture provisions
discussed and is qualified in its entirety by reference to the terms of the
Indenture, a form of which is attached as Exhibit T3C hereto and incorporated by
reference herein. The Company has not entered into the Indenture as of the date
of this filing, and the terms of the Indenture are subject to change prior to
its execution. Capitalized terms used below but not defined herein have the
meanings assigned to them in the Indenture, a form of which is attached as
Exhibit T3C hereto.

(a) Events of Default; Withholding of Notice

Each of the following constitutes an Event of Default:

(1) the Company defaults in the payment of any interest
(including contingent interest, if any), payable to all holders of Registrable
Securities on any Security when the same becomes due and payable and the default
continues for a period of 30 days, whether or not such payment shall be
prohibited by the provisions of Article 5 of the Indenture;

(2) the Company defaults in the payment of any principal of
(including, without limitation, any premium, if any, on) any Security when the
same becomes due and payable (whether at maturity, on a Change in Control
Purchase Date or otherwise), whether or not such payment shall be prohibited by
the provisions of Article 5 of the Indenture;

(3) the Company fails to comply with any of its other
agreements contained in the Securities or the Indenture and the default
continues for the period and after the notice specified below;

(4) the Company fails to provide a Change in Control Purchase
Notice when required by Section 3.02 of the Indenture;

(5) any indebtedness under any bond, debenture, note or other
evidence of indebtedness for money borrowed by the Company or any Subsidiary
(all or substantially all of the outstanding voting securities of which are
owned, directly or indirectly, by the Company) or under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company or any
Subsidiary (all or substantially all of the outstanding voting securities of
which are owned, directly or indirectly, by the Company) (an "Instrument") with
a principal amount then outstanding in excess of U.S. $5,000,000, whether such
indebtedness now exists or shall hereafter be created, is not paid at final
maturity of the Instrument (either at its stated maturity or upon acceleration
thereof), and such indebtedness is not discharged, or such acceleration is not
rescinded or annulled, within a period of 30 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in

aggregate principal amount of the then outstanding Securities a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such default to be cured or waived or such acceleration
to be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder;

(6) the Company fails to issue Common Stock or pay the Daily
Cash Amounts or Net Share Amount upon conversion of Securities in accordance
with Article 4 of the Indenture;

(7) the Company or any Subsidiary, pursuant to or within the
meaning of any Bankruptcy Law:

(A) commences a voluntary case or proceeding;

(B) consents to the entry of an order for relief
against it in an involuntary case or proceeding;

(D) makes a general assignment for the benefit of its
creditors; or

(8) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

(A) is for relief against the Company or any
Subsidiary in an involuntary case or proceeding;

(B) appoints a Custodian of the Company or any
Subsidiary or for all or substantially all of the property of the Company or any
Subsidiary; or

and in each case the order or decree remains unstayed and in effect for 60
consecutive days.

The term "Bankruptcy Law" means Title 11 of the United States Code (or
any successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

A default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then outstanding notify the Company and the
Trustee, in writing of the default, and the Company does not cure the default
within 60 days after receipt of such notice. The notice given pursuant to
Section 8.01 of the Indenture must specify the default, demand that it be
remedied and state that the notice is a "Notice of Default." When any default
under Section 8.01 of the Indenture is cured, it ceases.

The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Trust Officer at the
Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder
or any agent of any Holder.

(b) Authentication and Delivery of New Notes; Use of Proceeds

An Officer shall sign the Securities for the Company by manual or
facsimile signature attested by the manual or facsimile signature of the
Secretary or an Assistant Secretary of the Company. Typographic and other minor
errors or defects in any such facsimile signature shall not affect the validity
or enforceability of any Security which has been authenticated and delivered by
the Trustee.

If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under the Indenture.

The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$120,000,000 upon receipt of a written order or orders of the Company signed by
two Officers of the Company (a "Company Order"). The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date on
which each original issue of Securities is to be authenticated. The aggregate
principal amount of Securities outstanding at any time may not exceed
$120,000,000 except as provided in Section 2.07 of the Indenture.

The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in the Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 principal amount and any integral
multiple thereof.

There will be no proceeds from the issuance of the New Notes because
the New Notes are being issued in exchange for the Old Notes.

The New Notes are unsecured obligations of the Company. As such, the
new Notes are not secured by any lien on any property.

(d) Satisfaction and Discharge of the Indenture

The Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities herein expressly provided for and except as further provided below),
and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of the Indenture,
when

(1) either

(A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.07 of the Indenture and (ii)
Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company as provided in Section 10.03 of the Indenture)
have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the
Trustee for cancellation have become due and payable and the Company has
irrevocably deposited or caused to be irrevocably deposited cash with the
Trustee or a Paying Agent (other than the Company or any of its Affiliates) as
trust funds in trust for the purpose of and in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest (including
contingent interest, if any) to the date of such deposit (in the case of
Securities which have become due and payable);

(2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein relating to the satisfaction and discharge of the Indenture
have been complied with.

Notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Company to the Trustee under Section 9.07 shall survive and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of Section 10.1 of the Indenture, the provisions of Sections 2.03,
2.04, 2.05, 2.06, 2.07, 2.12, 3.02, 3.03, 3.04, 3.05, 3.06, 3.07 and 12.05,
Article 4, the last paragraph of Section 6.02 and Article 10, shall survive
until the Securities have been paid in full.

(e) Evidence Required to be Furnished by the Company to the Trustee as to
Compliance with the Conditions and Covenants Provided for in the Indenture

Upon any request or application by the Company to the Trustee to take
any action under the Indenture, the Company shall furnish to the Trustee at the
request of the Trustee:

(1) an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent (including any covenants, compliance with
which constitutes a condition precedent), if any, provided for in the Indenture
relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent (including any covenants, compliance with
which constitutes a condition precedent) have been complied with.

Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in the Indenture shall
include:

(1) a statement that the person making such certificate or
opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

(4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with;

provided however, that with respect to matters of fact an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

9. OTHER OBLIGORS.

There are no other obligors besides the Company upon the Notes.

CONTENTS OF APPLICATION FOR QUALIFICATION.

This application for qualification comprises:

(a) Pages numbered 1 to 10, consecutively.

(b) The statement of eligibility and qualification on Form T-1 of Wells Fargo
Bank, National Association, Trustee under the Indenture to be qualified
(included as Exhibit T3G hereto).

(c) The following Exhibits in addition to those filed as part of the Form T-1
statement of eligibility and qualification of the trustee:

EXHIBIT T3A1. Amended and Restated Certificate of Incorporation of the
Company, in effect as of the date hereof (incorporated by reference to
Exhibit 3.1(a) to the Company's Annual Report on Form 10-K for the year
ended December 31, 2005).

EXHIBIT T3A2. Certificate of Amendment to Amended and Restated
Certificate of Incorporation dated May 22, 1998 (incorporated by
reference to Exhibit 3.1(b) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998).

EXHIBIT T3A3. Certificate of Amendment to Amended and Restated
Certificate of Incorporation dated May 17, 1999 (incorporated by
reference to Exhibit 3.1(c) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2004).

EXHIBIT T3B. Amended and Restated Bylaws of the Company, in effect as
of the date hereof (incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K filed on February 24, 2005).

EXHIBIT T3C.* Form of Indenture between the Company and Wells Fargo
Bank, National Association, as Trustee.

EXHIBIT T3D. Not applicable.

EXHIBIT T3E-1.** Offer to Exchange dated July 17, 2006.

EXHIBIT T3E-2.** Letter of Transmittal.

EXHIBIT T3E-3.** Notice of Guaranteed Delivery

EXHIBIT T3E-4.** Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

EXHIBIT T3E-5.** Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.

EXHIBIT T3E-6.*** Supplement to Offer to Exchange dated July 31, 2006.

EXHIBIT T3E-7.**** Supplement No. 2 to Offer to Exchange dated August
28, 2006.

EXHIBIT T3F.* Cross-reference sheet showing the location in the
Indenture of the provisions inserted therein pursuant to Sections 310
through 318(a), inclusive of the Trust Indenture Act of 1939 (included
as part of Exhibit T3C herewith).

EXHIBIT T3G.* Statement of eligibility and qualification of the Trustee
on Form T-1.

* Filed herewith.
** Previously filed as exhibits to the Company's Schedule TO filed on
July 17,2006.
*** Previously filed as exhibit to the Company's Amendment No. 1 to Schedule TO
filed on July 31, 2006.
**** Previously filed as exhibit to the Company's Amendment No. 3 to Schedule TO
filed on August 28, 2006.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Integra LifeSciences Holdings Corporation, a corporation organized
and existing under the laws of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the city of Plainsboro, and State of
New Jersey, on the 26th day of September, 2006.

/s/ Maureen B. Bellantoni
-------------------------
By: Maureen B. Bellantoni
Executive Vice President and Chief
Financial Officer

Attest:/s/ Jeffrey S. Hellman By: Jeffrey S. Hellman
----------------------------- Assistant General Counsel