S-8
Table of Contents

As filed with the Securities and Exchange Commission on November 10, 2008.
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
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
(Address of principal executive offices)
 
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
(full title of the plan)
 
     
    Copy to:
John B. Henneman, III   Thomas E. Keim, Jr., Esq.
Executive Vice President, Finance and   Latham & Watkins LLP
Administration, and Chief Financial Officer   Sears Tower, Suite 5800
Integra LifeSciences Holdings Corporation   233 South Wacker Drive
311 Enterprise Drive   Chicago, Illinois 60606
Plainsboro, New Jersey 08536   (312) 876-7700
(609) 275-0500   Counsel to Registrant
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ    Accelerated filer o    Non-accelerated filer   o
(Do not check if a smaller reporting company)		   Smaller reporting company o 
CALCULATION OF REGISTRATION FEE
                             
 
                    Proposed        
              Proposed Maximum     Maximum     Amount of  
  Title of Each Class of     Amount to be     Offering Price     Aggregate     Registration  
  Securities to be Registered     Registered (1)     Per Share (2)     Offering Price     Fee  
 
Common Stock, par value $0.01 per share
     750,000 shares     $37.34     $28,005,000.00     $1,100.60  
 
 
(1)   This Registration Statement registers 750,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Integra LifeSciences Holdings Corporation (the “Company”) for issuance pursuant to the Integra LifeSciences Holdings Corporation Amended and Restated 2003 Equity Incentive Plan, as amended (the “Plan”), an employee benefit plan, in addition to the 1,500,000 shares of Common Stock which were registered under the Plan on Form S-8 (File No. 333-127488) and the 2,500,000 shares of Common Stock which were registered under the Plan on Form S-8 (File No. 333-109042) filed with the Securities Exchange Commission on August 12, 2005 and September 23, 2003, respectively (together, the “Prior Forms S-8”). The contents of the Prior Forms S-8 are incorporated into this Registration Statement by reference. The total number of shares of Common Stock registered under this Registration Statement and under the Prior Forms S-8 equals 4,750,000 shares. In addition, pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Company’s Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind, or other like change in capital structure.
 
(2)   Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum Offering Price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low market prices for the Common Stock reported in the NASDAQ Global Market on November 5, 2008 ($37.34).
 
 

 

TABLE OF CONTENTS

PART I
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
LIST OF EXHIBITS
EX-5.1: OPINION OF LATHAM & WATKINS LLP
EX-23.2: CONSENT OF PRICEWATERHOUSECOOPERS LLP

Table of Contents

PART I
Item 1. Plan Information
     Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
     Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
     The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Company are incorporated as of their respective dates in this Registration Statement by reference:
  (a)   the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on May 16, 2008, and Form 10-K/A for the year ended December 31, 2007, filed on July 31, 2008.
 
  (b)   the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on June 4, 2008.
 
  (c)   the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 11, 2008.
 
  (d)   the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on November 7, 2008.
 
  (e)   the Company’s Definitive Proxy Statement on Schedule 14A filed on May 10, 2008 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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  (f)   the Company’s Registration Statement on Form S-8 (File No. 333-127488), filed on August 12, 2005.
 
  (g)   the Company’s Registration Statement on Form S-8 (File No. 333-109042), filed on September 23, 2003.
 
  (h)   the Company’s Current Reports on Form 8-K filed on January 22, 2008, February 29, 2008, March 3, 2008, March 5, 2008, March 17, 2008, March 24, 2008, April 30, 2008, May 13, 2008, May 15, 2008, May 16, 2008, May 19, 2008, May 23, 2008, June 4, 2008, June 6, 2008, July 11, 2008, July 24, 2008, August 1, 2008, August 4, 2008, August 11, 2008, November 5, 2008 and November 7, 2008, and the Company’s Current Reports on Form 8-K/A filed on January 14, 2008 and October 17, 2008.
 
  (i)   all other reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2007.
     All documents subsequently filed by the Company or by the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from their dates of filing; except as to any portion of any current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
     Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement is deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
     Under no circumstances will any information filed under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities
     Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel
     Not applicable.
Item 6. Indemnification of Directors and Officers
     Not required to be filed with this Registration Statement.
Item 7. Exemption from Registration Claimed
     Not applicable.

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Item 8. Exhibits
     
Exhibit    
Number   Description of Exhibit
 
    
4.4
  Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006)
 
    
4.8
  Integra LifeSciences Holdings Corporation Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2008)
 
    
4.9
  Amendment to the Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 11, 2008)
 
    
5.1
  Opinion of Latham & Watkins LLP
 
    
23.1
  Consent of Latham & Watkins LLP (included in Exhibit 5.1)
 
    
23.2
  Consent of PricewaterhouseCoopers LLP
 
    
24.1
  Power of Attorney (included in the signature page hereto)
Item 9. Undertakings
     Not required to be filed with this Registration Statement.

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SIGNATURES
     Pursuant to the requirements of the Securities Act, the registrant 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 the city of Plainsboro, New Jersey, on November 10, 2008.
         
  INTEGRA LIFESCIENCES HOLDINGS CORPORATION
 		  
  By:   /s/ John B. Henneman, III    
    John B. Henneman, III   
    Executive Vice President, Finance and
Administration, and Chief Financial 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 acting alone, his true and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto 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, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities with Integra LifeSciences Holdings Corporation and on the dates indicated.
         
Signatures   Titles   Date
 
/s/ Stuart M. Essig
 
Stuart M. Essig		   President, Chief Executive Officer and Director (Principal Executive Officer)   November 10, 2008
/s/ John B. Henneman, III
 
John B. Henneman, III		   Executive Vice President, Finance and Administration, and Chief Financial Officer (Principal Financial Officer)   November 10, 2008
/s/ Jerry E. Corbin
 
Jerry E. Corbin		   Vice President and Corporate Controller (Principal Accounting Officer)   November 10, 2008
/s/ Richard E. Caruso, Ph.D.
 
Richard E. Caruso, Ph.D.		   Chairman of the Board   November 10, 2008
/s/ Thomas J. Baltimore, Jr.
 
Thomas J. Baltimore, Jr.		   Director   November 10, 2008
/s/ Keith Bradley, Ph.D.
 
Keith Bradley, Ph.D.		   Director   November 10, 2008
/s/ Neal Moszkowski
 
Neal Moszkowski		   Director   November 10, 2008
/s/ Christian Schade
 
Christian Schade		   Director   November 10, 2008
/s/ James M. Sullivan
 
James M. Sullivan		   Director   November 10, 2008
/s/ Anne M. VanLent
 
Anne M. VanLent		   Director   November 10, 2008

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LIST OF EXHIBITS
     
Exhibit    
Number   Description of Exhibit
 
    
4.4
  Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006)
 
    
4.8
  Integra LifeSciences Holdings Corporation Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2008)
 
    
4.9
  Amendment to the Integra LifeSciences Holdings Corporation 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 11, 2008)
 
    
5.1
  Opinion of Latham & Watkins LLP
 
    
23.1
  Consent of Latham & Watkins LLP (included in Exhibit 5.1)
 
    
23.2
  Consent of PricewaterhouseCoopers LLP
 
    
24.1
  Power of Attorney (included in the signature page hereto)

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