3 CH_DOCS\310688.3 [W97] SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 6, 2002 INTEGRA LIFESCIENCES HOLDINGS CORPORATION -------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-26224 51-0317849 -------- --------- ----------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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) Item 9. Regulation FD Disclosure On December 6, 2002, Stuart M. Essig, President and Chief Executive Officer and a director of Integra LifeSciences Holdings Corporation (the "Company"), amended a previously executed sales plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under Rule 10b5-1, corporate insiders may adopt a prearranged plan or contract for the sale of Company securities under specified conditions and times. Under his amended sales plan, Mr. Essig has authorized Adams, Harkness & Hill, Inc. to sell on his behalf up to a total of 200,000 shares of the Company's Common Stock at a price of no less than $22.00 per share on any trading day on or after December 6, 2002. Shares of Common Stock to be sold under the amended sales plan are issuable to Mr. Essig under stock option agreements. The amended sales plan shall expire when the aggregate number of shares of Common Stock sold pursuant to the amended sales plan totals 200,000 shares or when earlier terminated in accordance with the amended sales plan. The amended sales plan modifies and supersedes Mr. Essig's sales plan dated May 10, 2002 with respect to 150,000 shares of Common Stock of the Company, under which no sales were made. Except as may be required by law, the Company does not undertake to report future plans by officers or directors of the Company nor to report modifications, terminations, transactions or other activities under such plans. The information in this Current Report on Form 8-K is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTEGRA LIFESCIENCES HOLDINGS CORPORATION Date: December 6, 2002 /s/ Stuart M. Essig ------------------- Stuart M. Essig President and Chief Executive Officer