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 29, 2007
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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF ISOTIS, INC.
As previously announced, on August 6, 2007, Integra LifeSciences Holdings
Corporation, a Delaware corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") by and among the Company, Ice
MergerCorp, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Merger Sub"), and IsoTis, Inc., a Delaware corporation ("IsoTis"), as
described in the Current Report on Form 8-K filed by the Company on August 7,
2007. Pursuant to the Merger Agreement, on October 29, 2007, Merger Sub was
merged with and into IsoTis (the "Merger"). In the Merger, the Company paid
consideration of $7.25 in cash per share of IsoTis common stock, representing
total consideration of approximately $51 million.
IsoTis, based in Irvine, California, is an orthobiologics company that develops,
manufactures and markets proprietary products for the treatment of
musculoskeletal diseases and disorders. The description of the terms of the
Merger Agreement is qualified in its entirety by reference to the copy of the
Merger Agreement as attached as Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on August 7, 2007.
A copy of the press release issued by the Company announcing the closing of the
Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description of Exhibit
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99.1 Press release issued October 29, 2007
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: October 30, 2007 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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99.1 Press release issued October 29, 2007