AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 2005
REGISTRATION NO. 333-106625
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0317849
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
311 ENTERPRISE DRIVE
PLAINSBORO, NJ 08536
(609) 275-0500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JOHN B. HENNEMAN, III COPY TO:
EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE
OFFICER & SECRETARY MICHAEL D. LEVIN
311 ENTERPRISE DRIVE LATHAM & WATKINS LLP
PLAINSBORO, NJ 08536 233 S. WACKER DRIVE
(609) 275-0500 CHICAGO, ILLINOIS 60606
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (312) 876-7700
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not
applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|_____________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|_________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
THIS POST EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(C), MAY
DETERMINE.
EXPLANATORY NOTE
Pursuant to a Registration Statement on From S-3 (File No. 333-106625)
(the "Registration Statement"), Integra LifeSciences Holdings Corporation (the
"Company") registered (i) $120,000,000 aggregate principal amount of 2 1/2%
Contingent Convertible Subordinated Notes due 2008 (the "Notes") and (ii)
3,514,164 shares of common stock, $0.01 par value per share (the "Common
Stock"), of the Company. The Registration Statement was declared effective on
September 25, 2003.
The Company's obligation to keep the Registration Statement effective
has expired. Accordingly, this Post Effective Amendment No. 3 to the
Registration Statement is being filed for the purpose of deregistering all Notes
and shares of Common Stock, the sale of which was registered under the
Registration Statement, that were not sold under the Registration Statement. As
of July 21, 2005, $35,968,000 aggregate principal amount of the Notes and
1,053,312 shares of Common Stock (issuable upon conversion of such Notes)
remained unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this Post Effective Amendment No. 3 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Plainsboro, State of New Jersey, on date set forth below.
Integra LifeSciences Holdings Corporation
By: /s/ JOHN B. HENNEMAN, III
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John B. Henneman, III
Executive Vice President,
Chief Administrative Officer and Secretary
Date: July 22, 2005
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by each of the following persons on July 22, 2005 in
the capacities indicated.
Signature Title
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*
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Stuart M. Essig, Ph.D President, Chief Executive Officer and Director
(Principal Executive Officer)
*
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David B. Holtz Senior Vice President, Finance
(Principal Financial and Accounting Officer)
*
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Richard E. Caruso, Ph.D Chairman of the Board of Directors
*
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Keith Bradley, Ph.D Director
*
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David Auth Director
*
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James M. Sullivan Director
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Anne M. VanLent Director
S-1
* John B. Henneman, III, by signing his name hereto, does hereby sign this
document on behalf of each of the above named officers and/or directors of the
Company pursuant to the powers of attorney duly executed by such person.
By: /s/ JOHN B. HENNEMAN, III
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John B. Henneman, III
Executive Vice President,
Chief Administrative Officer and Secretary
S-2