<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
INTEGRA LIFESCIENCES CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO] INTEGRA LIFESCIENCES CORPORATION
February 9, 1998
Dear Stockholder:
Integra LifeSciences was founded with a well thought out strategy and
business vision. Many times, rapidly developing companies fail to recognize the
importance of transferring from the original visionary and entrepreneurial stage
to professional and sound management growth. Companies, such as Integra,
know that these phases are a natural progression toward success and an
implementation of its vision.
As Chairman and Founder of Integra LifeSciences, I had developed an
organized strategy for rapid, substantive growth through technology
consolidations and business alliances in the changing medical technology
industry. Over the past year, I have discussed the Company's business vision and
long-term strategic direction with the Board of Directors individually and as a
whole. Through these discussions, we concluded that Integra had a solid
operating discipline and a good management team in place. We also concluded that
we should implement the next successful phase required, by positioning at the
top of its executive team someone with demonstrated leadership skills in the
medical technology industry. We decidedly turned our attention to completing the
executive management team culminating, upon my recommendation and with my full
enthusiasm, in the hiring of Stuart M. Essig, as President and Chief Executive
Officer.
In connection with his hiring, the Board of Directors of the Company has,
subject to the approval of the Company's stockholders, taken action to (i) amend
the Company's 1996 Incentive Stock Option and Non-Qualified Stock Option Plan
increasing the maximum number of options that may be issued to an individual
over any one-year period from 300,000 to 1,000,000, (ii) grant to Mr. Essig
options under the Plan to purchase 1,000,000 shares of Common Stock of the
Company and (iii) grant to Mr. Essig restricted units pursuant to which he is to
acquire an additional 2,000,000 shares of Common Stock of the Company. The terms
and circumstance of these actions are discussed in detail in the attached
Information Statement.
Stockholders holding an aggregate of approximately 62% of the Company's
outstanding shares of common stock have consented in writing to the actions by
the Board of Directors described above. We have sent you the attached
Information Statement to inform you of the terms and circumstances of the hiring
of Mr. Essig and to describe the actions approved by written consent of a
majority of the Company's stockholders.
We hope you share our excitement with the implementation of our plan to
achieve our vision of substantive growth.
Very truly yours,
Richard E. Caruso, Ph.D.
Chairman
<PAGE>
[LOGO] INTEGRA LIFESCIENCES CORPORATION
February 9, 1998
Dear Shareholder:
I recently accepted the appointment as President and Chief Executive Officer
of Integra LifeSciences Corporation.
You may be aware from recent news stories on Integra that I have nearly 10
years experience at Goldman, Sachs & Co., an investment banking firm, most
recently as the Managing Director responsible for the medical technology
practice. I had a successful and rewarding career at Goldman Sachs. Having
worked in depth with hundreds of companies, I know what is necessary for
success, and I have seen what causes failure. Based on my experience in
investment banking, Integra has all the characteristics for substantive growth.
I am excited to bring my expertise and contacts to Integra LifeSciences to
complete the goals set forth by our Chairman and Founder Richard E. Caruso.
Integra LifeSciences is ready for its next phase of development.
Integra is a rapidly growing company in the medical technology industry,
focused on four key areas: skin, neurological surgery, orthopedic surgery, and
specialty medical products. We develop and manufacture medical products that
control cell behavior within a patient's body. By now you are familiar with
INTEGRA(TM) Artificial Skin, the Company's first product, which received an
approval from the FDA for treating patients with severe burns. In addition, we
are developing neurosurgical medical products, such as the peripheral nerve
conduit and a product that regenerates the thin membrane which surrounds the
brain, called the Dura Mater. Thirdly, we are developing products that will
address markets such as bone regeneration and cartilage for injured joints.
In 1995, under Dr. Caruso's guidance, Integra acquired a valuable asset:
Telios Pharmaceuticals in San Diego, California. It is from Telios that we
maintain a strong patent portfolio of biomaterials that have been shown to have
potential utility in a number of important medical therapies, such as
thrombosis, cancer treatment, immune system regulation, inflammation, control of
angiogenesis, and tissue regeneration. It is my plan to use Telios'
methodologies to enhance and accelerate development and commercialization of our
medical products.
Over the coming year, I expect to unveil my strategy for substantive
growth, focusing on a number of significant business and product acquisitions,
and meaningful business alliances. We have a strong management team, led by our
Chief Operating Officer George W. McKinney. I believe Integra has a healthy dose
of entrepreneurship, leadership and operating disciplines. At Goldman Sachs, I
specialized in mergers and acquisitions, and my expertise in this area allows me
to continue driving the acquisitions and alliances that will enhance our
Company's probability of success in bringing our products and pipeline to
market.
I am eager to provide Integra with new leadership as its Chief Executive
Officer, and to work with Dr. Caruso and Dr. McKinney. In the past several
weeks, I have built on my relationships with the financial community to deepen
our exposure to institutional investors, bankers and research analysts. This is
an exciting time for Integra and there are a number of significant opportunities
ahead of us.
I welcome your comments and I hope you will continue to feel free to contact
me as well as our Investor Relations Department for any additional information
you would like.
Very truly yours,
Stuart M. Essig
President and CEO
<PAGE>
INTEGRA LIFESCIENCES CORPORATION
105 MORGAN LANE
PLAINSBORO, NEW JERSEY 08536
PRELIMINARY INFORMATION STATEMENT
PURSUANT TO RULE 14C-2 OF THE SECURITIES EXCHANGE ACT
This information statement (the "Information Statement") is being furnished
to the holders of the common stock, par value $.01 per share (the "Common
Stock"), of Integra LifeSciences Corporation (the "Company") to advise them of
the terms pursuant to which Stuart M. Essig ("Executive") has been elected the
President and Chief Executive Officer of the Company and the approval by written
consent (the "Consent") by the holders of 18,428,836 shares, or approximately
61.6%, of the Company's issued and outstanding Common Stock (the "Consenting
Stockholders") of (i) an amendment to the Company's 1996 Incentive Stock Option
and Non-Qualified Stock Option Plan (the "Plan") increasing the maximum number
of options that may be issued to an individual over any one-year period from
300,000 to 1,000,000 (the "Plan Amendment"), (ii) the grant to Executive of an
option (the "Option") under the Plan to purchase 1,000,000 shares of Common
Stock and (iii) the grant to Executive of restricted units ("Restricted Units")
pursuant to which he is to acquire an additional 2,000,000 shares of Common
Stock. These approvals were obtained pursuant to Section 228 of the Delaware
General Corporation Law ("Section 228"), subject to the expiration of twenty
(20) days following the mailing of this Information Statement to the Company's
stockholders as required under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). No further corporate or stockholder approvals of these
actions are required. Accordingly, this Information Statement is being furnished
solely for the purpose of informing stockholders of these matters in compliance
with the Exchange Act and subsection (d) of Section 228.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
------------------------------------------------------------
TABLE OF CONTENTS
Page
Background.............................................................. 2
Executive's Background and Experience................................... 2
Summary of Employment Agreement and Compensation for Executive.......... 3
Effect on Stockholders of the Option and the Restricted Units........... 5
Executive Compensation.................................................. 6
Principal Stockholders.................................................. 8
Summary of Plan......................................................... 11
Unavailability of Dissenter's Rights under Delaware Law................. 14
Additional Information.................................................. 14
Incorporation by Reference.............................................. 14
<PAGE>
BACKGROUND
Over the course of 1997, Richard E. Caruso, Ph.D., the Company's Chairman
and Founder, who was at that time also the President and Chief Executive Officer
of the Company, met or spoke individually to each member of the Company's Board
of Directors to consider the Company's business vision and long-term strategic
direction. As a result of these discussions, subsequent discussions held among
the Board members and management and the further consideration of the Board at
meetings held on September 8, 1997 and December 18, 1997, the Board, with the
recommendation of the Chairman, concluded that in order to implement the
Company's strategy of seeking rapid substantive growth through technology
consolidations and business alliances in a rapidly changing medical technology
industry, the Company required industry demonstrated leadership skills at the
top of its executive team. In addition, experience in negotiating corporate
alliances and mergers and acquisitions would allow the Company to react quickly
to changes in the medical technology industry and improve the speed and
likeliness of success in bringing products to the market. This should also allow
the Company to take advantage of opportunities to grow through the acquisition
of technologies and products as well as through internal development.
In mid-1997, the Chairman initiated contacts with several individuals as
potential candidates to join the Company's executive team and commenced
discussions, and subsequently negotiations, with Executive, then a Managing
Director of Goldman, Sachs & Co., an investment banking firm.
On December 18, 1997, at a special meeting called by the Chairman and upon
his recommendation, each of the Compensation Committee, the Stock Option
Committee and the Board of Directors of the Company unanimously concluded that
the hiring of Executive was in the best interests of the Company and approved
the contemplated employment arrangements. On December 27, 1997, the Consenting
Stockholders, including Union Carbide Corporation, a Trust Partnership,
established for the benefit of Dr. Caruso's family, and certain of the Company's
officers and directors, executed the Consent approving the Plan Amendment and
the grants of the Option and the Restricted Units, in each case on the terms
described herein. As of December 27, 1997 there were outstanding 29,903,082
shares of Common Stock, each having one vote per share and representing all of
the voting securities of the Company, of which 18,428,836 shares (or
approximately 61.6%) were included in the Consent.
Following these approvals, effective December 27, 1997, the Company entered
into an Employment Agreement, a Stock Option Grant and Agreement and a
Restricted Units Agreement with Executive. On December 30, 1997, the Company
issued a press release describing these events.
EXECUTIVE'S BACKGROUND AND EXPERIENCE
Prior to his appointment as President and Chief Executive Officer of the
Company, Executive supervised the medical technology practice of Goldman, Sachs
& Co. as a managing director. Executive has ten years of broad health care
experience, including acquisitions, divestitures, strategic alliances, principal
investing and capital markets. While at Goldman, Sachs & Co., Executive served
as a senior merger and acquisitions advisor to a broad range of domestic and
international medical technology, pharmaceutical and biotechnology clients. His
experience also includes substantial financing and investing experience. He
holds an MBA and Ph.D. in Financial Economics from the University of Chicago and
a BA from Princeton University.
-2-
<PAGE>
SUMMARY OF EMPLOYMENT AGREEMENT AND COMPENSATION FOR
EXECUTIVE
Under the Employment Agreement, Executive is to serve as the President and
Chief Executive Officer of the Company and report directly to the Board of
Directors. As compensation for his services during the first year of the
agreement, the Company will pay Executive an annual salary of $300,000. For each
subsequent year that he is employed, Executive's salary will be $300,000 plus
such increases, if any, as may be established by the Board. Executive is also
entitled to receive a performance bonus of up to fifty percent (50%) of his base
salary, based upon the satisfaction of certain performance goals pertaining
principally to the trading price of the Company's common stock. Executive is
also entitled to life insurance equal to the lesser of (a) a $3,000,000
four-year minimum renewable term life insurance policy, and (b) the four-year
minimum renewable term life policy purchasable by the Company by paying premium
payments of $5,000 per year for such policy. At the request of Executive, the
Company will disburse a loan in the amount of up to $500,000 subject to certain
conditions. Executive is also entitled to participate in the Company's medical,
disability, pension and other employee benefit plans and programs maintained
from time to time by the Company for the benefit of its senior executives. The
Employment Agreement is for an initial term through December 31, 2001 and shall
automatically extend on December 31, 2001 and on each subsequent one-year
anniversary thereof for one year unless the Company or Executive provides
written notice of termination at least six months prior to such anniversary.
The Employment Agreement further provides that the Company generally will
reimburse, or "gross-up," the Executive on an after-tax basis for any excise tax
liability he may incur by reason of any "excess parachute payments" he receives
from the Company. Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code") provides that if payments of compensation that are contingent on a
change in control exceed three times an employee's "base amount" (his average
annual compensation during certain prior years), they will constitute "parachute
payments," and the excess of such parachute payments over such base amount
generally will constitute "excess parachute payments." Such excess parachute
payments are nondeductible for the employer and are subject to a 20% excise tax
in the hands of the employee.
In the case of the Executive, the value of any acceleration of his Option
and Restricted Units upon a change in control of the Company will constitute
"payments" for these purposes, which -- depending upon the timing of such change
in control, the value of the Company's stock at that time and other relevant
factors -- may be substantial enough to constitute parachute payments. In such
an event, a substantial gross-up payment could be required of the Company under
the Employment Agreement, and substantial compensation amounts payable by the
Company to the Executive (including such gross-up payment) could be
nondeductible by the Company for Federal income tax purposes.
Under the Stock Option Grant and Agreement, the Company granted Executive
options under the Plan to purchase 1,000,000 shares of the Common Stock at an
exercise price of $2.9375 per share, the last reported sale price on the date
immediately prior to the date of grant, and with an expiration date of December
28, 2007. The Option vests and becomes exercisable with respect to 250,000
shares on December 29, 1998 and thereafter with respect to 1/36th of the
remaining shares on the first business day of each following month. In the event
of (a) a change in control of the Company or (b) the termination of Executive's
employment (i) by the Company without cause, (ii) by Executive for good reason
or (iii) due to Executive's death, the Option vests and becomes exercisable in
full immediately.
-3-
<PAGE>
Under the Restricted Units Agreement, the Company issued to Executive upon
the commencement date a fully vested equity-based signing award bonus in
the form of 2,000,000 restricted units (the "Restricted Units"), each unit
representing the right to receive one share of Common Stock. The shares of
Common Stock underlying the restricted units (the "Unit Shares") are deliverable
to Executive on January 1, 2002 if Executive is employed by the Company on
December 31, 2001, although Executive has the right to defer delivery of the
Unit Shares for a period of up to six years. The Unit Shares may be delivered to
Executive prior to January 1, 2002 in the event of (a) a change of control of
the Company or (b) the termination of Executive's employment (i) by the Company
without cause, (ii) by Executive for good reason, (iii) due to disability or
(iv) due to death. If, prior to December 31, 2001, (a) the Company terminates
Executive's employment for cause or (b) Executive voluntarily leaves his
employment with the Company (other than for good reason or due to disability),
the Unit Shares are to be distributed to Executive on January 1, 2018.
The Restricted Units Agreement provides for anti-dilution protection in the
event (a) that the outstanding shares of Common Stock are increased through
share dividends or split ups or decreased through combinations or similar
changes, (b) of reclassifications (including reclassifications in connection
with a consolidation or merger in which the Company is the continuing entity),
and (c) of distributions to the holders of Common Stock of indebtedness or
assets of the Company in order to preserve the relative interest in the
Company represented by the Option Shares or Unit Shares immediately prior to
the occurrence of such event. In addition, if the Company distributes rights
or warrants to all holders of its Common Stock entitling them to purchase such
shares of Common Stock at a price per share less than the then-current market
price per share, the Restricted Units Agreement provides that an equivalent
amount of such rights or warrants be distributed with respect to the Unit
Shares. The Restricted Units Agreement provides that in the event of a spinoff
by the Company to its shareholders, the holder of Option Shares and Unit
Shares shall participate in such spinoff in an appropriate and equitable
manner including, to the extent practicable, through ownership of (or option
to acquire) an equity interest in the spinoff entity.
The Company has agreed to file, following the request of Executive, a
registration statement with the Securities and Exchange Commission (the
"Commission") to register the sale by Executive of the Option Shares and the
Unit Shares pursuant to the Securities Act of 1933, as amended. Executive has
not yet advised the Company as to when registration may be requested. In
connection with the Restricted Units Agreement, the Company will incur a
one-time non-cash compensation charge of $5,875,000 in the fourth
quarter of 1997.
-4-
<PAGE>
EFFECT ON STOCKHOLDERS OF THE
OPTION AND THE RESTRICTED UNITS
Neither the grant of the Option nor the grant of the Restricted Units
resulted in the issuance of Common Stock; however, the Option may, and the
Restricted Units will, result in the issuance of Common Stock in the future. It
is not possible to state the precise effect of such issuances of Common Stock.
However, such effect might include (i) reduction of the amount otherwise
available for the payment of dividends on each share of Common Stock, to the
extent dividends are payable thereon, (ii) dilution of the voting power of the
Common Stock and (iii) reduction in the book value of each share of Common
Stock.
-5-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information for the Company's last
three fiscal years concerning the annual, long-term and other compensation of
the chief executive officer of the Company and the other executive officers of
the Company whose total annual salary and bonus exceeded $100,000 during 1997
(collectively, the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------
Annual Compensation Awards
------------------------ -----------------------------
Securities
Restricted Underlying All Other
Name and Principal Position Year Salary Bonus Stock Awards Options Compensation (1)
--------------------------- ---- ----- ----- ------------ ------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Stuart M. Essig (2).................. 1997 - - $5,875,000 1,000,000 -
President and Chief 1996 - - - - -
Executive Officer 1995 - - - - -
George W. McKinney, III, Ph.D. (3)... 1997 $165,807 - - 500,000 $ 844
Executive Vice President and 1996 - - - - -
Chief Operating Officer 1995 - - - - -
Michael D. Pierschbacher, Ph.D. (4).. 1997 $198,000 - - 142,750 $1,485
Senior Vice President, Research 1996 $198,000 - - - $1,485
and Development 1995 $ 74,520 - - 170,000 -
Andre P. Decarie..................... 1997 $131,667 $10,000 - 126,057 -
Senior Vice President, Business 1996 $130,200 - - - -
Development 1995 $130,200 - - - -
Richard E. Caruso, Ph.D. (5)......... 1997 $165,000 - - 127,500 $ 475
Chairman 1996 $165,000 - - - $ 475
1995 $ 48,125 - - 170,000 -
</TABLE>
- ---------------------------------------
(1) Consists of the Company's matching contributions to the Company's 401(k)
Plan.
(2) Mr. Essig joined the Company in December 1997. The terms of Mr. Essig's
compensation are described herein under the heading "SUMMARY OF EMPLOYMENT
AGREEMENT AND COMPENSATION FOR EXECUTIVE."
(3) Dr. McKinney's employment with the Company commenced in May 1997.
(4) Dr. Pierschbacher's employment with the Company commenced in August 1995.
(5) In September 1995, Dr. Caruso commenced receiving an annual salary of
$165,000. Dr. Caruso held the positions of President and Chief Executive
Officer until the hiring of Mr. Essig in December 1997, as described herein.
The following tables set forth certain information concerning stock options
granted to and exercised by the Named Officers during the fiscal year ended
December 31, 1997 and the unexercised options held by them at December 31, 1997:
-6-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Name INDIVIDUAL GRANTS Term
----- --------------------------------------------------------- -----------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Option Employees in Price Per Expiration
Granted (1) Fiscal Year (1) Share Date 5% ($) 10% ($)
----------- --------------- ----- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Stuart M. Essig...................... 1,000,000(2) 33.7% $ 2.9375 12/26/07 $1,848,018 $4,683,608
George W. McKinney, III, Ph.D........ 125,000 4.2 $ 4.0000 05/20/02 $ 138,141 $ 305,255
175,000 5.9 $ 4.0000 07/20/02 $ 193,397 $ 427,357
200,000 6.7 $ 2.9375 12/26/02 $ 162,315 $ 358,675
Michael D. Pierschbacher, Ph.D....... 127,750(3) 4.3 $ 4.0000 08/14/01 $ 117,725 $ 255,148
15,000 * $ 3.0000 05/29/02 $ 12,433 $ 27,473
Andre P. Decarie..................... 111,057(3) 3.7 $ 4.0000 05/31/99 $ 46,516 $ 95,397
5,000 * $ 3.0000 05/29/02 $ 4,144 $ 9,158
10,000 * $ 4.0000 08/28/02 $ 11,051 $ 24,420
Richard E. Caruso, Ph.D.............. 127,750(3) 4.3 $ 4.0000 09/30/01 $ 121,688 $ 264,607
</TABLE>
- ---------------------------------------
* Less than 1%.
(1) The Company granted options to employees to purchase a total of
2,968,667 shares of Common Stock during 1997. Except as described in
notes 2 and 3, such options were granted at a price at or above fair
market value, are nontransferable and vest ratably over periods between
2 and 4 years commencing with the date of grant.
(2) The terms of Mr. Essig's stock option are described herein under the
heading "SUMMARY OF EMPLOYMENT AGREEMENT AND COMPENSATION FOR
EXECUTIVE."
(3) Issued pursuant to an option exchange program under which employees
with options having an exercise price in excess of $4.00 per share
under the Company's stock option plans could elect to exchange such
options for new stock options with an exercise price of $4.00. Under
the exchange program, (i) the number of replacement options issued in
exchange for the original options was determined by the utilization of
a formula based on the percentage decrease in exercise price from the
original grant (not to exceed 25% of the original options and excluding
the first 1,000 options), (ii) the replacement options expiration dates
were adjusted to one year later than the original options expiration
dates, and (iii) the vesting terms of the replacement options were
adjusted to proportionately reflect the decrease in options, when
applicable.
-7-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-The-
Underlying Unexercised Options Money Options at Fiscal Year
at Fiscal Year End End (2)
Name
---- ------------------------------ ----------------------------
Shares
Acquired on Value
Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
-------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stuart M. Essig.................... - - - 1,000,000 - $ 1,500,000
George W. McKinney, III, Ph.D...... 36,500 $105,494 42,000 458,000 $ 18,375 $ 412,875
Michael D. Pierschbacher, Ph.D..... - - 76,696 66,054 $ 35,655 $ 41,799
Andre P. Decarie................... - - 112,757 13,300 $ 50,031 $ 10,119
Richard E. Caruso, Ph.D ........... 48,000 (3) $193,275 68,985 58,765 $ 30,181 $ 25,710
</TABLE>
- ---------------------------------------
(1) Calculated on the basis of the fair market value of the underlying
securities at the exercise date minus the exercise price.
(2) In-the-money options are those in which the fair market value of the
underlying securities exceeds the exercise price of the option. The
closing price of the Company's Common Stock on December 31, 1997 was
$4.4375 per share.
(3) Exercise of an option by Provco Leasing Corporation of which Dr. Caruso
is President and which is a wholly-owned subsidiary of Cono Industries,
a corporation whose stockholders are trusts whose beneficiaries include
Dr. Caruso's children.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of December 31, 1997 certain
information regarding the beneficial ownership of the Common Stock by: (a) each
person or entity known to the Company to own beneficially five percent or more
of the outstanding shares of Common Stock, based upon Company records or
Securities and Exchange Commission records; (b) each of the Company's directors;
(c) each of the Named Officers; and (d) all executive officers and directors of
the Company as a group. Except as otherwise indicated, each person has sole
voting power and sole investment power with respect to all shares beneficially
owned by such person.
-8-
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE
NAME OF BENEFICIAL OWNER OWNED(1) OF CLASS
- ------------------------ -------- --------
<S> <C> <C>
Richard E. Caruso, Ph.D................................................ 14,469,896(2) 48.3%
105 Morgan Lane
Plainsboro, NJ 08536
Trust Partnership...................................................... 14,358,411(3) 48.0%
c/o Richard E. Caruso, Ph.D.
105 Morgan Lane
Plainsboro, NJ 08536
Frances C. Holtz....................................................... 14,358,411(4) 48.0%
8111 Marshall Avenue
Margate, NJ 08402
Union Carbide Corporation.............................................. 3,150,561 10.5%
39 Old Ridgebury Road
Danbury, CT 06817
State of Wisconsin Investment Board.................................... 2,777,959 9.3%
121 East Wilson Street
Madison, WI 53703
Stuart M. Essig ....................................................... -- (5) --
Edmund L. Zalinski, Ph.D............................................... 160,000(6) *
Andre P. Decarie....................................................... 112,757(7) *
Michael D. Pierschbacher, Ph.D......................................... 87,300(8) *
George W. McKinney, III, Ph.D.......................................... 64,201(9) *
William M. Goldstein, Esq.............................................. 36,500 *
James M. Sullivan...................................................... 36,500 *
Keith Bradley, Ph.D.................................................... 14,200 *
Frederick V. Malek..................................................... 13,500 *
All directors and executive officers as a group (14 persons)........... 15,223,607(10) 50.2%
</TABLE>
- ------------------------------------------------------------------
* Less than one percent (1%).
(1) Shares of Common Stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire them within 60 days
upon the exercise of an option are treated as outstanding for purposes
of determining beneficial ownership and the percentage beneficially
owned by such individual.
(2) Includes the 14,358,411 shares of Common Stock held by Trust
Partnership, a Pennsylvania general partnership of which Dr. Caruso is
a partner and the President (also see footnote 3 below). Also includes
42,500 shares of Common Stock held by Provco Leasing Corporation
("Provco") of which Dr. Caruso is President. Provco is a wholly-owned
subsidiary of Cono Industries, a corporation whose stockholders are
trusts whose beneficiaries include Dr. Caruso's children. Also includes
68,985 shares of Common Stock issuable upon exercise of the vested
portion of options held by Dr. Caruso.
(footnotes continued on next page)
-9-
<PAGE>
(footnotes continued from previous page)
(3) The partners of Trust Partnership are Pagliacci Trust, Rigoletto Trust,
Trust for Jonathan Henry Caruso, Trust for Peter James Caruso (the
beneficiaries of all such trusts (the "Trusts") being Dr. Caruso's
children), Dr. Caruso and Provco, each of which may be deemed to
beneficially own the shares of Common Stock held by Trust Partnership;
however, such partners of Trust Partnership disclaim beneficial
ownership of all such shares of Common Stock except to the extent
represented by their respective equity and profit participation
interests in Trust Partnership.
(4) Frances C. Holtz is a trustee of the Trusts, which collectively have a
controlling interest in Trust Partnership. As such, Ms. Holtz may be
deemed to beneficially own the shares of Common Stock held by Trust
Partnership; however, Ms. Holtz disclaims beneficial ownership of all
such shares of Common Stock.
(5) The Option and the Unit Shares do not give Mr. Essig the right to
acquire any Common Stock within 60 days of December 31, 1997, and,
therefore, pursuant to the rule described in Note 1 above, he
beneficially owns no shares of Common Stock of the Company.
(6) Includes 31,250 shares of Common Stock held by the Edmund L. Zalinski
Company and 18,070 shares of Common Stock held by Whitehall Court,
L.P., a family limited partnership whose beneficiaries include Dr.
Zalinski's children.
(7) Represents shares of Common Stock issuable upon exercise of the vested
portion of options.
(8) Includes 8,856 shares of Common Stock held by a revocable trust of
which Dr. Pierschbacher is co-trustee. Also includes 76,696 shares of
Common Stock issuable upon exercise of the vested portion of
outstanding options held by Dr. Pierschbacher.
(9) Includes 42,000 shares of Common Stock issuable upon exercise of the
vested portion of outstanding options held by Dr. McKinney.
(10) See Notes 2 and 5 through 9 above. Also includes 116,955 shares of
Common Stock and 111,798 shares of Common Stock issuable upon exercise
of the vested portion of options held by one executive officer of the
Company who is not listed in the table.
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SUMMARY OF PLAN
The following description of the Plan, which was originally approved by the
Company's stockholders on May 6, 1996, as amended pursuant to the Consent, is
intended merely as a summary of its principal features and is qualified in its
entirety by reference to the provisions of the Plan itself. All capitalized
terms not otherwise defined herein have the meanings ascribed to them in the
Plan.
1. Number of Shares. The aggregate maximum number of shares of the
Company's Common Stock for which options may be granted under the Plan is
1,500,000 shares. No Key Employee is to receive options for more than 1,000,000
shares of Common Stock over any one-year period. Both limits are subject to
adjustment under the Plan for changes in the Company's capitalization. The
shares issued under the Plan may be authorized but unissued shares or reacquired
shares, and the Company may purchase shares required for this purpose, from time
to time, if it deems such purchase to be advisable.
2. Administration. The Plan is administered by the Stock Option Committee
(the "Committee"), whose members are designated by the Company's Board of
Directors. Under the terms of the Plan, the Committee shall consist of at least
two and no more than three directors. Each member of the Committee shall be an
"outside director" within the meaning of Treasury Regulation Section
1.162-27(e)(3) or any successor provision. The Stock Option Committee currently
consists of Keith Bradley and Edmund Zalinski. The Committee has the authority
to (a) select the individuals to be granted options under the Plan, (b) grant
options on behalf of the Company, (c) set the date of grant and other terms of
the options, including the times and the price at which options will be
exercisable, and (d) correct any defect, supply any omission and reconcile any
inconsistency in the Plan and in any option granted under it, and (e) establish
rules and regulations for the proper administration of the Plan. The Committee
may, in its discretion, accelerate the date on which an option may be
exercised.
3. Eligibility. Only Key Employees (i.e., officers, executives, and
managerial employees of the Company and/or Related Corporations (as defined in
the Plan)) and Associates (i.e., designated non-employee directors, consultants,
and other persons providing services to the Company and/or a Related
Corporation) are eligible to receive non-qualified stock options ("NQSOs") under
the Plan, and only Key Employees are eligible to receive incentive stock options
("ISOs") under the Plan. As of December 31, 1997, there were approximately 55
Key Employees eligible to receive ISOs and NQSOs and approximately 140
Associates eligible to receive NQSOs. Key Employees and Associates who receive
options under the Plan are hereinafter referred to as "Optionees."
4. Term of Plan. No option may be granted under the Plan after March 21,
2006, although options outstanding on March 21, 2006 may extend beyond that
date.
5. Option Agreement; Restriction on Transferability. Option grants are
required to be evidenced by written agreements. In connection with any option
grant, the option agreement may, in the discretion of the Committee, modify or
vary any of the terms of the Plan, the terms relating to the number of shares
issuable upon the exercise of outstanding options, and the treatment of options
upon the occurrence of certain corporate transactions, subject to certain
limitations. Except with respect to any option intended to be an ISO, in the
event of any inconsistency or conflict between an option agreement and the Plan,
the relevant option agreement is to control. No option granted under the Plan
may be transferred, except by will or the laws of descent and distribution.
6. Term of Option. Unless otherwise provided in the applicable option
agreement, all options terminate on the earlier of: (a) the expiration of the
term specified in the option agreement, which may not exceed ten years; or (b)
an accelerated expiration date if the Optionee's employment or service as a
director or consultant terminates before the expiration of the term specified in
the option agreement. Notwithstanding the foregoing, the term of an option
intended to be an ISO may not exceed ten years (five years if the Optionee on
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the date of grant owns, directly or by attribution, shares possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or a Related Corporation).
7. Option Price. The option price for an option may not be less than 100%
of the fair market value of the shares subject to the option on the date that
the option is granted. If an ISO is granted to an employee who then owns,
directly or by attribution, shares possessing more than 10% of the total
combined voting power of all classes of shares of the Company or a Related
Corporation, the option price must be at least 110% of the fair market value of
the shares on the date the option is granted.
8. Payment. An Optionee may, in the discretion of the Committee, pay for
shares of Common Stock covered by his or her option (a) in cash or its
equivalent, (b) in shares of Common Stock previously acquired by the Optionee
(subject to certain holding period and other requirements if such shares were
acquired pursuant to a stock option), (c) in Common Stock newly acquired by an
Optionee, (d) through a combination of the above, or (e) by delivering a
properly executed notice of exercise of the option to the Company and a broker,
with irrevocable instructions to the broker promptly to deliver to the Company
the amount of sale or loan proceeds necessary to pay the exercise price of the
option.
9. Amendments to Options and the Plan; Discontinuance of the Plan. The
Committee may not amend an option agreement without an Optionee's consent if the
amendment would materially impair the rights of the Optionee. The Board of
Directors may suspend or discontinue the Plan or amend it in any respect
whatsoever, except that, without the approval of the holders of a majority of
the shares of the Company, no such action may be taken, with respect to ISOs, to
change the class of employees eligible to participate in the Plan, increase the
maximum number of shares of Common Stock with respect to which ISOs may be
granted under the Plan (except as permitted under the Plan with respect to
capital adjustments), or extend the duration of the Plan. In addition,
shareholder approval is required for any amendment which would materially
increase the benefits accruing to directors and officers (as defined in the
Plan), materially increase the number of shares of Common Stock which may be
issued to directors and officers, or materially modify the requirements as to
eligibility for directors and officers to participate in the Plan. Shareholder
approval is also required for any amendment that requires shareholder approval
to comply with Treasury Regulation Section 1.162-27(e) or any successor
thereto, if such compliance is intended.
10. Tax Aspects of the Plan. Based on the advice of counsel, the Company
believes that, under present Federal tax laws and regulations, the principal
Federal income tax consequences to the Company and to the Optionees receiving
ISOs and NQSOs pursuant to the Plan will be as follows:
If an option is an ISO, the Optionee will recognize no income upon grant or
exercise of the option unless the alternative minimum tax rules apply upon
exercise. Upon an Optionee's sale of his or her shares of Common Stock (assuming
that the sale occurs no earlier than two years after grant of the option and one
year after exercise of the option), any gain will be taxed to the Optionee as
capital gains, which will either be mid-term (if at least 12 months have elapsed
since exercise) or long-term (if at least 18 months have elapsed since
exercise). Currently, the maximum mid-term rate is 28% and the maximum long-term
rate is 20%. If the Optionee disposes of his or her shares of Common Stock prior
to the expiration of the above holding period, the Optionee generally will
recognize ordinary income in an amount measured as the difference between the
exercise price and the lower of the fair market value of the Common Stock at the
exercise date or the sale price of the Common Stock. Any gain or loss recognized
on such a disposition of the Common Stock in excess of the amount treated as
ordinary income will be characterized as capital gain or loss. The Company will
be allowed a business expense deduction to the extent the Optionee recognizes
ordinary income, subject to the requirements of the Internal Revenue Code of
1986, as amended (the "Code"), and regulations thereunder.
An Optionee will not recognize any taxable income at the time the Optionee
is granted an NQSO. However, upon exercise of the option, the Optionee will
recognize ordinary income for Federal income tax
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purposes in an amount generally measured as the excess of the then fair market
value of the shares of Common Stock over the exercise price, and the Company
will be entitled to a deduction in the same amount at the time of exercise,
subject to the requirements of the Code and regulations thereunder. Upon an
Optionee's sale of such shares, any difference between the sale price and fair
market value of such shares on the date of exercise will be treated as capital
gain or loss and will qualify for mid-term or long-term capital gain or loss
treatment if the shares of Common Stock have been held for more than 12 months
or 18 months, respectively.
Section 162(m) of the Code limits the extent to which the remuneration paid
to the Chief Executive Officer and the four highest compensated executives
(other than the Chief Executive Officer) (collectively, the "Covered Employees")
is deductible by a corporation when the annual remuneration for any of these
officers exceeds $1,000,000 in a calendar year. Remuneration for purposes of
Section 162(m) includes cash compensation and noncash benefits paid for services
(including, with respect to NQSOs, the difference between the exercise price and
the market value of the stock at the time of exercise), subject to certain
exclusions. A limitation of 1,000,000 shares on the maximum number of shares of
Company Stock with respect to which options may be granted to an Eligible
Individual who is an employee of the Company or a Related Corporation has been
included in the Plan so that (i) the spread upon exercise of NQSOs would not be
treated as remuneration for purposes of the deduction limit of Section 162(m),
and (ii) if any remuneration paid to any of the Covered Employees exceeds
$1,000,000 in the future, any compensation recognized upon the exercise of NQSOs
granted under the Plan would be deductible by the Company. However, such
exemption from the deduction limit of Section 162(m) of the Code will be
available only with respect to options granted while the Plan (i) is
administered by a Committee consisting of at least two directors, all of whom
are "outside directors" within the meaning of Treasury Regulation
Section 1.162-27(e)(3) or any successor thereto, and (ii) satisfies the
shareholder approval requirements of Treasury Regulation Section 1.162-27(e) or
any successor thereto.
The foregoing does not purport to be a complete summary of the effect of
federal income taxation upon holders of options or upon the Company. It also
does not reflect provisions of the income tax laws of any municipality, state,
or foreign country in which an Optionee may reside.
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UNAVAILABILITY OF DISSENTER'S RIGHTS UNDER DELAWARE LAW
The corporate actions described in this Information Statement will not
afford to stockholders the opportunity to dissent from the action described
therein and to receive an agreed or judicially appraised value for their shares.
ADDITIONAL INFORMATION
The Company is subject to the information requirements of the Exchange Act
and in accordance therewith files reports, proxy statements, and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the offices of the Commission, Route
1024 Judiciary Plaza, 455 Street, N.W., Washington, D.C. 20549, and the
following regional offices of the Commission: Northwest Atrium Center, 5000 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such materials may be obtained
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a website that contains reports, proxy statements and other
information regarding registrants that are filed electronically with the
Commission and the address of such site is: (http://www.secgov).
INCORPORATION BY REFERENCE
The following documents have been previously filed by the Company with the
Commission and are hereby incorporated by reference as of their respective dates
and to the extent required to be included in or incorporated by reference into
this Information Statement by Item 13 of Schedule 14A under the Exchange Act:
(i) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997;
and
(iii) the Company's Current Report on Form 8-K filed with the
Commission on February 3, 1998.
The Company will furnish to record and beneficial holders of
its Common Stock, upon written or oral request, a copy of any and all of the
documents that have been incorporated by reference into this Information
Statement, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents (or portion thereof)
that this Information Statement incorporates. Requests should be submitted by
telephone to (609) 275-0500 or in writing to Integra LifeSciences Corporation,
105 Morgan Lane, Plainsboro, NJ 08536. Attention: Investor Relations.
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