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SEC FILE NUMBER |
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CUSIP NUMBER |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 31, 2007 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Integra LifeSciences Holdings Corporation
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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þ |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrants Annual
Report on Form 10-K for the year ended December 31, 2007 cannot be filed on or prior to
the prescribed February 29, 2008 due date without unreasonable effort and expense.
Due to an unanticipated delay in completing the review and approval of certain account
reconciliations, the Registrants tax provision for the fourth quarter and year
ended December 31, 2007 and deferred tax balance sheet accounts, the Registrant did
not have sufficient time to finalize its review and preparation of its Annual Report
on Form 10-K (including audited financial statements) before the February 29, 2008
deadline. As previously reported in the Registrants periodic reports, the
Registrant has identified a material weakness in its internal control over
financial reporting with respect to the review and approval of certain account
reconciliations, particularly in the areas of accrued liabilities, income taxes,
intercompany, and certain other asset accounts. While the Registrant has taken steps
to remediate the material weakness and to strengthen its internal control processes
and procedures, this material weakness has delayed the review and
approval of certain accounts, including without limitation, inventory,
accounts receivable, accounts payable and intercompany accounts
related to certain of its locations, primarily its
Tullamore, Ireland and Andover, England facilities, its tax provision for the
quarter and year, and deferred tax balance sheet accounts. The Registrant plans
to file the Annual Report on Form 10-K for the year ended December 31, 2007 as
soon as possible after the completion of its audited financial statements for the
year ended December 31, 2007 and anticipates such filing will be made no later
than March 17, 2008, which is within the period prescribed by Rule 12b-25 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
At December 31, 2007, the
Registrant’s cash totaled $57.3 million, and it had no outstanding
borrowings under its $300 million revolving credit facility. In
March 2008, the Registrant’s 2-1/2% Contingent Convertible
Subordinated Notes (the “2-1/2% Converts”) will mature, which will
require it to make a $120 million principal repayment to the
bondholders. The Registrant expects to borrow under its credit facility
to fund these repayments. As a result of its ongoing disclosed material
weakness and the delay in the filing of its audited financial statements, the
Registrant is required to obtain a waiver from its lenders with respect to
certain conditions under its credit agreement to enable it to borrow the funds
necessary to repay the bondholders. The Registrant has requested a waiver
from its lenders so that it will be able to borrow all necessary funds under
its credit facility to repay the 2-1/2% Converts; however, the Registrant
cannot assure you that the waiver will be granted. If the waiver is not
granted and it is unable to borrow funds under its credit facility, the
Registrant may be required to seek alternative financing.
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SEC 1344 (05-06) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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John B. Henneman, III |
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(609) |
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275-0500 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes þ No o
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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On February 29, 2008, the Registrant issued a press release
announcing revenues for the quarter and year ended December 31, 2007.
A copy of the press release is attached as Exhibit 99.1 to the Registrants
Current Report on Form 8-K dated February 29, 2008.
For the quarter ending
December 31, 2007, the Registrant announced total revenues of
approximately $157.6 million,
reflecting an increase of $32.2 million over the fourth quarter of 2006.
Total revenues for the year ended December 31, 2007 were
approximately $550.4 million,
reflecting an increase of $131.1 million over 2006.
Until the completion of its audited financial statements for the year
ended December 31, 2007, the Registrant will not be in a position to provide
additional information regarding its 2007 results of operations other than
the information provided in the February 29, 2008 press release.
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve risks, uncertainties and reflect the Registrants judgment as of the date of this report.
Forward-looking statements include, but are not limited to, statements concerning the expected results of the
Registrants review and approval of certain account reconciliations, its tax provision for the fourth quarter and 2007
fiscal year, and deferred tax balance sheet accounts; the Registrants ability to complete the financial statements for
the fourth quarter and 2007 fiscal year in a timely manner; the Registrants ability to file its Annual Report on Form
10-K for year ended December 31, 2007; the Registrants ability to remediate its material weakness; the Registrants
ability to obtain necessary waivers from its lenders to enable the Registrant to borrow sufficient funds to repay the
2-1/2% Converts; and the Registrants future financial
performance, including projections for revenues, selling, general and administrative expenses, GAAP and adjusted net
income, GAAP and adjusted earnings per diluted share, acquisition and integration related costs, and non-cash
compensation expense associated with FAS 123R. Such forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from predicted or expected results. Such risks and uncertainties
include, but are not limited to, unanticipated accounting issues regarding financial data with respect to account
reconciliations, including but not limited to inventory, accounts receivable, accounts payable and intercompany
accounts related to certain of the Registrants locations, primarily its Tullamore, Ireland and Andover, England
facilities, the tax provision, and deferred tax balance sheet accounts; the Registrants inability to design or improve
internal controls to address the disclosed material weakness; the impact upon operations of legal compliance matters or
internal controls review, improvement and remediation; the Registrants inability to repay indebtedness under the
2-1/2% Converts when due; difficulties in controlling expenses, including costs of legal compliance matters or internal
controls review, improvement and remediation; the impact of changes in management or staff levels; the Registrants
ability to maintain relationships with customers of acquired entities; physicians willingness to adopt, and
third-party payors willingness to provide reimbursement for, the Registrants recently launched and planned products;
initiatives launched by the Registrants competitors; the Registrants ability to secure regulatory approval for
products in development; the Registrants ability to comply with and obtain approvals for products of human origin and
comply with recently enacted regulations regarding products containing materials derived from animal sources; the
Registrants ability to integrate acquired businesses; the Registrants ability to leverage its existing selling
organizations and administrative infrastructure; the Registrants ability to increase product sales and gross margins,
and control non-product costs; the amount and timing of acquisition and integration related costs; the timing and
amount of share-based awards granted to employees; and the economic, competitive, governmental, technological and
other risk factors and uncertainties identified under the heading Risk Factors included in Item 1A of Integras
Annual Report on Form 10-K for the year ended December 31, 2006 and information contained in subsequent filings with
the Securities and Exchange Commission. In addition, it is possible that additional adjustments or changes to the
Registrants estimates could be identified as a result of the reviews by management, the Registrants Audit Committee
and its auditors.
Integra LifeSciences Holdings Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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February 29, 2008 |
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By |
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/s/ John B. Henneman, III |
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John B. Henneman, III Executive Vice President, |
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Chief Administrative Officer and Acting Chief Financial Officer |
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