<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0317849
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Morgan Lane
Plainsboro, New Jersey 08536
(609) 275-0500
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Integra LifeSciences Holdings Corporation
1999 Stock Option Plan
Integra LifeSciences Holdings Corporation
Deferred Compensation Plan
(Full title of the plans)
Stuart M. Essig
President and Chief Executive Officer
Integra LifeSciences Holdings Corporation
105 Morgan Lane
Plainsboro, New Jersey 08536
(Name and address of agent for service)
(609) 275-0500
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(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
John E. Stoddard III, Esquire
Drinker Biddle & Reath LLP
(A Pennsylvania Limited Liability Partnership)
105 College Road East
Post Office Box 627
Princeton, New Jersey 08542-0627
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed maximum maximum
Title of Securities Amount to be offering price per aggregate Amount of
to be registered registered (1) share (2) offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock 50,000 shares $4.3125 $215,625 $60
($.01 par value)
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408,500 shares $3.50 $1,429,750 $397
43,000 shares $4.438 $190,834 $53
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25,130 shares $4.375 $109,944 $31
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1,973,370 shares $6.1565 $12,149,052 $3,377
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TOTAL 2,500,000 shares(3) $14,091,205 $3,918
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</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable
under the Plan in connection with share splits, share dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee. As to shares subject to outstanding but
unexercised options, the price and fee are computed based on the price
at which such options may be exercised. As to the remaining shares, the
price and fee are computed based upon $6.1565, the average of the
highest and lowest prices for the Common Stock reported on the NASDAQ
National Market System on June 25, 1999.
(3) Amount includes 2,000,000 shares issuable under the Company's 1999
Stock Option Plan and 500,000 shares issuable under the Company's
Deferred Compensation Plan.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Integra
LifeSciences Holdings Corporation (the "Registrant" or the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
(b) the Company's Current Reports on Form 8-K dated January 5,
1999 and March 29, 1999 (as amended on Form 8-K/A filed with the Commission on
June 14, 1999);
(c) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999; and
(d) the description of the Company's common stock (the "Common
Stock") contained in the Company's Registration Statement on Form 10/A (File No.
0-26224), which became effective on August 8, 1995, including any amendments or
reports filed for the purpose of updating such description.
All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
pursuant to this Registration Statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents or reports.
Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this registration
statement to the extent that a statement contained herein by
reference modified or superseded such prior statement. Any
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this registration statement.
Item 4. Description of Securities.
Not applicable because the Common Stock, which is the class of
securities offered pursuant to this Registration Statement, is registered under
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
William M. Goldstein is the Secretary of the Registrant and
was a Director of the Registrant until May 18, 1998. Mr. Goldstein is a partner
in the law firm of Drinker Biddle & Reath LLP, counsel to the Registrant. Mr.
Goldstein owns 18,249 shares of Common Stock and options to purchase 15,500
shares of Common Stock.
-3-
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law authorizes corporations
to limit or eliminate the personal liability of directors to corporations and
their stockholders for monetary damages for breach of directors' fiduciary duty
of care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
authorized by the Delaware statute, directors could be accountable to
corporations and their stockholders for monetary damages for conduct that does
not satisfy their duty of care. Although the statute does not change directors'
duty of care, it enables corporations to limit available relief to equitable
remedies such as injunction or rescission. The Registrant's Amended and Restated
Certificate of Incorporation ("Certificate of Incorporation") limits the
liability of the Registrant's directors to the Registrant or its stockholders to
the fullest extent permitted by the Delaware statute. Specifically, directors of
the Registrant will not be personally liable for monetary damages for breach of
a director's fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. The inclusion of this
provision in the Certificate of Incorporation may have the effect of reducing
the likelihood of derivative litigation against directors and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited the Registrant and its stockholders. At present, there
is no litigation or proceeding pending involving a director of the Registrant as
to which indemnification is being sought, nor is the Registrant aware of any
threatened litigation that may result in claims for indemnification by any
director.
The Registrant has directors and officers liability insurance
coverage, and the By-Laws of the Registrant provide for indemnification of the
officers and directors of the Registrant to the fullest extent permitted under
Delaware law. Reference is made to Item 9 of this Registration Statement for
additional information regarding indemnification of directors and officers.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits.
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5).
24 Powers of Attorney (See Signature Page).
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<PAGE>
Item 9. Undertakings
1. Undertakings Required by Regulation S-K Item 512(a)
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of the securities offered [if the total dollar value of securities offered would
not exceed that which was registered] and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the change in volume and price represents no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 and 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. Undertakings Required by Regulation S-K Item 512(b).
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Undertakings Required by Regulation S-K Item 512(h).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Plainsboro, New Jersey, on July 2, 1999.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By:/s/ Stuart M. Essig
------------------------------------
Stuart M. Essig, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Stuart M. Essig and John
B. Henneman, III and each of them singly, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons, in the
capacities indicated, on July 2, 1999.
Signature Title
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/s/ Richard E. Caruso Chairman of the Board and Director
Richard E. Caruso
/s/ Stuart M. Essig President, Chief Executive Officer and Director
Stuart M. Essig (Principal Executive Officer)
/s/ George W. McKinney, III Executive Vice President,
George W. McKinney, III Chief Operating Officer and Director
/s/ David B. Holtz Vice President, Finance and Treasurer
David B. Holtz (Principal Financial and Accounting Officer)
/s/ Keith Bradley Director
Keith Bradley
/s/ Neal Moszkowski Director
Neal Moszkowski
/s/ James M. Sullivan Director
James M. Sullivan
/s/ Edmund L. Zalinski Director
Edmund L. Zalinski
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Drinker Biddle & Reath LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Drinker Biddle & Reath LLP (Included in
Exhibit 5)
24 Powers of Attorney (See Signature Page)
<PAGE>
EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LLP
(A Pennsylvania Limited Liability Partnership)
Suite 300
105 College Road East
P.O. Box 627
Princeton, New Jersey 08542-0627
Telephone: (609) 716-6500
Fax: (609) 799-7000
PARTNER RESPONSIBLE FOR NEW JERSEY PRACTICE
SAMUEL W. LAMBERT III
July 2, 1999
Integra LifeSciences Holdings Corporation
105 Morgan Lane
Plainsboro, NJ 08536
Gentlemen:
We have acted as counsel to Integra LifeSciences Holdings
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to 2,000,000 shares of
common stock of the Company, par value $.01 per share (the "Common Stock"),
issuable upon the exercise of options granted under the Company's 1999 Stock
Option Plan (the "Option Plan"), and 500,000 shares issuable under the Company's
Deferred Compensation Plan. The Option Plan and the Deferred Compensation Plan
are referred to collectively as the "Plans", and the shares of the Company's
Common Stock issuable under the Plans are referred to collectively as the
"Shares."
In that capacity, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation and the By-laws of the Company, each as amended through the date
hereof, the Plans, resolutions of the Company's Board of Directors, and such
other documents and corporate records relating to the Company and the issuance
and sale of the Shares as we have deemed appropriate. The opinions expressed
herein are based exclusively on the General Corporation Law of the State of
Delaware.
In all cases, we have assumed the legal capacity of each
natural person signing any of the documents and corporate records examined by
us, the genuineness of signatures, the authenticity of documents submitted to us
as originals, the conformity to authentic original documents of documents
submitted to us as copies and the accuracy and completeness of all corporate
records and other information made available to us by the Company.
Based upon the foregoing and consideration of such questions
of law as we have deemed relevant, we are of the opinion that the Shares issued
by the Company in accordance with the Plans will be validly issued, fully paid
and nonassessable by the Company.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Also, please be advised that William M. Goldstein, the
Secretary of the Company, was a Director of the Company until May 18, 1998. Mr.
Goldstein is a partner in Drinker Biddle & Reath LLP and owns 18,249 shares of
Common Stock and options to purchase 15,500 shares of Common Stock.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
(A Pennsylvania Limited Liability Partnership)
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 2, 1999 (except as
to Note 17, which is as of March 29, 1999) relating to the consolidated
financial statements of Integra LifeSciences Corporation (now known as Integra
LifeSciences Holdings Corporation), which appears in Integra LifeSciences
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
July 2, 1999
