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 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On May 12, 2006, Integra LifeSciences Corporation (the "Buyer"), a wholly owned
subsidiary of Integra LifeSciences Holdings Corporation (the "Company"),
completed the acquisition of the outstanding stock of Miltex Holdings, Inc.
("Miltex").
The total purchase price was $101 million, adjusted for changes in working
capital and certain tax benefits.
The Buyer acquired Miltex's facilities in York, Pennsylvania, which employs
approximately 165 employees and in Reitheim-Weilheim, Germany, which employs
approximately 13 employees. Excluded from the purchase was Miltex's closed
facility in Missoula, Montana, the ownership of which was transferred prior to
closing.
Certain officers of Miltex entered into employment agreements at the closing.
A copy of the press release issued by the Company announcing the closing of the
transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference into this Item. The seventh through eleventh
paragraphs of Exhibit 99.1 shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section. The information
in the seventh through eleventh paragraphs of Exhibit 99.1 shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act, except as shall be expressly set forth by specific reference
in any such filing.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATIONS OR AN OBLIGATION UNDER AND
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On May 11, 2006, the Company borrowed $64 million under its senior secured
revolving credit facility to partially fund the acquisition of Miltex. On May
16, 2006, the Company borrowed an additional $10 million. As a result of these
borrowing and a previous borrowing, the Company has $86 million drawn under its
credit facility as of the date of this filing.
The outstanding borrowings have one-month interest periods. The weighted average
interest rate of the outstanding borrowings is 6.32%.
The credit facility requires the Company to maintain various financial
covenants, including leverage ratios, a minimum fixed charge coverage ratio and
a minimum liquidity ratio. The credit facility also contains customary
affirmative and negative covenants, including those that limit the Company's and
its subsidiaries' ability to incur additional debt, incur liens, make
investments, enter into mergers and acquisitions, liquidate or dissolve, sell or
dispose of assets, repurchase stock and pay dividends, engage in transactions
with affiliates, engage in certain lines of business and enter into sale and
leaseback transactions.
ITEM 7.01. REGULATION FD DISCLOSURE.
The seventh through eleventh paragraphs of Exhibit 99.1 to this Current Report
on Form 8-K are incorporated by reference into this Item.
The information contained in Item 7.01 of this Current Report on Form 8-K is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that Section. The
information contained in Item 7.01 of this Current Report on Form 8-K shall not
be incorporated by reference into any registration statement or other document
pursuant to the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in any such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 calendar days after the date this report on Form 8-K must be
filed.
(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be
filed by amendment within 71 calendar days after the date this report on Form
8-K must be filed.
(c) Exhibits.
Exhibit Number Description of Exhibit
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99.1 Press release issued May 12, 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: May 17, 2006 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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99.1 Press release issued May 12, 2006