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 4, 2008
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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On March 5, 2008, Integra LifeSciences Holdings Corporation (the "Company")
borrowed $120 million under its senior secured revolving credit facility. As a
result of this borrowing, the Company has $120 million of outstanding borrowing
under its credit facility as of the date of this filing. The Company plans to
use the funds to repay the Company's 2 1/2% Contingent Convertible Subordinated
Notes due 2008 (the "2 1/2% Converts") upon conversion or maturity.
The outstanding borrowing has one-month interest periods. The interest rate of
the outstanding borrowing is 4.1%.
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. Prior to the Company's borrowing described herein, the
lenders waived certain covenants described in Item 8.01 below. The information
set forth in Item 8.01 is incorporated by reference into this Item.
ITEM 8.01. OTHER EVENTS.
As noted in our Form 12b-25 filed with the SEC on February 29, 2008, as a result
of our ongoing disclosed material weakness and the delay in the filing of our
audited financial statements, we were required to obtain a waiver from our
lenders with respect to certain conditions under our Credit Agreement to enable
us to borrow the funds necessary to repay the bondholders of the 2 1/2%
Converts. On March 4, 2008, the Company entered into a waiver agreement (the
"Waiver Agreement") related to that certain credit agreement, dated as of
December 22, 2005 (the "Credit Agreement"), among the Company and the Lenders
(as defined), including Bank of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank,
FSB, as Syndication Agent, and JPMorgan Chase Bank, N.A., Deutsche Bank Trust
Company Americas and Royal Bank of Canada, as Co-Documentation Agents. Pursuant
to the Waiver Agreement, the Lenders waived a requirement under the Credit
Agreement that the Company make periodic representations relating to the
continuing material weakness in the Company's internal controls, with such
waiver in effect for any representations required to be made through November
14, 2008. The Lenders also extended the date for delivery of the Company's
audited financial statements for the year ended December 31, 2007, among other
items required by the Credit Agreement, by 30 days, so that the Company's
audited financial statements must be delivered to the Lenders within 120 days of
the 2007 fiscal year end. In addition, the Lenders waived the requirement that
tax recapture payments made by the Company associated with the repayment of the
2 1/2% Converts in the second quarter of 2008 up to, but not exceeding $23
million, be included in Consolidated Cash Taxes for the purpose of calculating
the Consolidated Fixed Charge Ratio under the Credit Agreement.
As a result of the Waiver Agreement, the Company was permitted to borrow $120
million under the Credit Agreement, as described in Item 2.03 above. The
information set forth in Item 2.03 is incorporated by reference into this Item.
Statements in this Current Report on Form 8-K may be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve risks, uncertainties and reflect the Company's judgment as of the date
of this report. Such forward-looking statements include, but are not limited to,
the Company's ability to repay indebtedness under the Credit Agreement and the 2
1/2% Converts, and the expectations, plans and prospects for the Company. Such
forward looking statements involve risks and uncertainties that could cause
actual results to differ materially from predicted or expected results,
including, without limitation, the Company's inability to repay indebtedness
under the Credit Agreement and the 2 1/2 % Converts when due, market conditions
and other factors beyond the Company's control and the economic, competitive,
governmental, technological and other factors identified under the heading "Risk
Factors" included in item IA of the Company's 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.
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: March 5, 2008 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer