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): October 28, 2005
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 Exchang
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchang
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On October 28, 2005, Integra LifeSciences Corporation ("ILS"), a wholly-owned
subsidiary of Integra LifeSciences Holdings Corporation (the "Company"), entered
into a lease modification agreement with Plainsboro Associates relating to its
manufacturing facility in Plainsboro, New Jersey. Plainsboro Associates is a New
Jersey general partnership. Ocirne, Inc., a subsidiary of Provco Industries
("Provco"), owns a 50% interest in Plainsboro Associates. Provco's stockholders
are trusts whose beneficiaries include the children of Dr. Richard Caruso, the
Chairman and a principal stockholder of the Company. Dr. Caruso is the President
of Provco.
The lease modification agreement provides for extension of the term of the lease
from October 31, 2012 for an additional five (5) year period through October 31,
2017 at a rate of $11.03 per square foot, or an annual rate of $272,308.64
($22,692.39 monthly). The lease modification agreement also provides a ten year
option for ILS to extend the lease from November 1, 2017 through October 31,
2027 at a fixed rate of $11.97 per square foot, or an annual rate of $295,515.36
($24,626.28 monthly), for the ten year extension period (the rate is fixed for
the entire ten year period).
Prior to the amendment, the lease had an expiration date of October 31, 2012,
with an option for ILS to extend the lease for one five (5) year period
(November 1, 2012 through October 31, 2017) at a rate of 75% of the then current
fair market value.
A copy of the lease modification agreement is attached as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
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10.1 Lease Modification #2 entered into as of the 28th day of
October, 2005, by and between Plainsboro Associates and
Integra LifeSciences Corporation
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: November 2, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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10.1 Lease Modification #2 entered into as of the 28th day of
October, 2005, by and between Plainsboro Associates and
Integra LifeSciences Corporation