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): May 21, 2003
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)
(609)-275-0500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Pro Forma Financial Information
This Current Report on Form 8-K includes updated pro forma information related
to the acquisition by Integra LifeSciences Holdings Corporation of all of the
issued and outstanding capital stock of J. Jamner Surgical Instruments, Inc. on
March 17, 2003. This updated information is required in conjunction with
Integra's concurrently filed Registration Statement on Form S-3 and related
Prospectus.
The Stock Purchase Agreement, dated as of March 17, 2003, between Integra
LifeSciences Corporation and Howard Jamner and other individual stockholders of
J. Jamner Surgical Instruments, Inc., was filed as Exhibit 2.1 in a Current
Report on Form 8-K filed with the Securities and Exchange Commission on March
25, 2003.
Results of Annual Meeting of Stockholders
The Company's Annual Meeting of Stockholders was held on May 21, 2003 and in
connection therewith, proxies were solicited by management pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended. An
aggregate of 25,985,421 shares of the Company's common stock were
outstanding and entitled to a vote at the meeting. At the meeting the
following matters (not including ordinary procedural matters) were
submitted to a vote of the holders of the common stock, with the results
indicated below:
1. Election of directors to serve until the 2004 Annual Meeting. The
following persons, all of whom were serving as directors and were
management's nominees for election, were elected. There was no solicitation
in opposition to such nominees. The tabulation of votes was as follows:
Nominee For Withheld
----------------- ---------- ----------
David C. Auth 23,085,975 172,942
Keith Bradley 23,085,975 172,942
Richard E. Caruso 20,391,705 2,867,212
Stuart M. Essig 20,402,220 2,856,697
Neal Moszkowski 23,085,975 172,942
James M. Sullivan 23,085,975 172,942
2. Approval of the Company's 2003 Equity Incentive Plan. The Company's
2003 Equity Incentive Plan was approved. The tabulation of votes was as follows:
For Against Abstentions
---------- --------- -----------
16,058,447 7,189,893 10,577
3. Ratification of independent auditors. The appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors for the
current fiscal year was ratified. The tabulation of votes was as follows:
For Against Abstentions
---------- --------- -----------
22,641,026 614,936 2,955
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of the business acquired
Audited financial statements for J. Jamner Surgical Instruments, Inc. as of and
for the year ended December 31, 2002 were filed as Exhibit 99.1 in a Current
Report on Form 8-K filed with the Securities and Exchange Commission on March
25, 2003.
(b) Pro forma financial information
An unaudited pro forma condensed combined balance sheet as of December 31, 2002
and an unaudited pro forma condensed combined statement of operations for the
year ended December 31, 2002 were filed as Exhibit 99.2 in a Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 25, 2003.
An unaudited pro forma condensed combined statement of operations for the three
months ended March 31, 2003 is filed herewith as Exhibit 99.1.
(c) Exhibits.
Exhibit
Number Description of Exhibit
------- ----------------------
99.1 Unaudited pro forma condensed combined statement of operations for the
three months ended March 31, 2003
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, thereunto duly authorized, as of the 27th day of June, 2003.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
------- ----------------------
99.1 Unaudited pro forma condensed combined statement of operations for the
three months ended March 31, 2003
Exhibit 99.1.
Unaudited pro forma condensed combined statement of operations for the three
months ended March 31, 2003.
On March 17, 2003 (the "Closing Date"), Integra LifeSciences Corporation
("Integra"), a wholly-owned subsidiary of Integra LifeSciences Holdings
Corporation (the "Company"), acquired all of the issued and outstanding capital
stock of J. Jamner Surgical Instruments, Inc., a Delaware corporation (doing
business as JARIT(R) Surgical Instruments) ("JARIT"), for $44.5 million in cash,
subject to a working capital adjustment and other adjustments with respect to
certain income tax elections. The acquisition was made pursuant to a Stock
Purchase Agreement dated as of March 17, 2003 among Integra and Howard Jamner
and other individual stockholders of JARIT. JARIT markets a wide variety of high
quality, reusable surgical instruments for use in virtually all surgical
disciplines.
The unaudited pro forma condensed combined statement of operations for the three
months ended March 31, 2003 has been prepared to give effect to the acquisition
by Integra of all of the issued and outstanding capital stock of JARIT as of
January 1, 2002. This pro forma statement is presented for illustrative purposes
only. The pro forma adjustments are based upon available information and
assumptions that the Company believes are reasonable. The unaudited condensed
combined pro forma financial statement does not purport to represent what the
consolidated results of operations of the Company would actually have been if
the acquisition had occurred on the date referred to above, nor do they purport
to project the results of operations or financial position of the Company for
any future period.
The unaudited pro forma condensed combined statement of operations for the three
months ended March 31, 2003 was prepared by combining the Company's historical
statement of operations for the three months ended March 31, 2003 with JARIT's
historical statement of operations for the period January 1, 2003 through March
17, 2003, giving effect to the acquisition as though it had occurred on January
1, 2002. This unaudited pro forma condensed combined statement of operations
does not give effect to any potential cost savings or other operating
efficiencies that could result from the acquisition.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2003
In thousands, except per share amounts
Integra J. Jamner
LifeSciences Surgical
Holdings Instruments, Pro Forma
Corporation Inc. Adjustments Note Consolidated
----------- ----------- ----------- ---- ------------
Total revenue $ 36,780 $ 6,013 $ -- $ 42,793
COSTS AND EXPENSES
Cost of product revenue 13,703 2,796 16,499
Research and development 2,650 -- -- 2,650
Selling, general and administrative 12,410 2,776 (235) 2A 14,951
Amortization 577 -- 254 2B 831
----------- ----------- ----------- ---- ------------
Total costs and expenses 29,340 5,572 19 34,931
Operating income 7,440 441 (19) 7,862
Interest income (expense), net 776 (62) 67 2C
(189) 2D 592
Foreign currency transaction losses, net -- 196 -- 196
Change in fair value of derivative instruments -- 79 -- 79
Other income (expense), net 349 (5) -- 344
----------- ----------- ----------- ---- ------------
Income before income taxes 8,565 649 (141) 9,073
Income tax expense 3,127 -- 185 2E 3,312
----------- ----------- ----------- ---- ------------
Net income $ 5,438 $ 649 $ (326) $ 5,761
=========== =========== =========== ==== ============
Net income per share
Basic $ 0.18 $ 0.20
Diluted $ 0.18 $ 0.19
Weighted average common shares outstanding:
Basic 29,438 29,438
Diluted 30,869 30,869
See notes to pro forma condensed combined financial statements.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Pro Forma Presentation
For the pro forma statement of operations for the three months ended March 31,
2003, the preliminary $44.7 million purchase price, including the initial $44.5
million of cash paid on the Closing Date plus $200,000 of estimated costs
incurred by the Company directly as a result of the acquisition, has been
allocated based on management's estimate of the fair values of assets acquired
and liabilities that would have been assumed as of January 1, 2002. The
preliminary purchase price allocation was as follows (amounts in thousands):
Accounts receivable .......................... $ 3,580
Inventory .................................... 6,611
Prepaid expenses and other current assets .... 193
Property and equipment ....................... 1,272
Intangible assets ............................ 37,163
Other assets ................................. 4
Accounts payable and accrued expenses ........ (1,884)
Other liabilities ............................ (2,289)
--------
Total purchase price ......................... $ 44,650
The acquired intangible assets consist primarily of customer relationships and
tradename and will be amortized over lives ranging from five to forty years.
Accordingly, the pro forma $254,000 intangible asset amortization adjustment is
based on this allocation.
The preliminary purchase price allocation as of the Closing Date is disclosed in
Note 2 to the Company's unaudited financial statements included in its Quarterly
Report on Form 10-Q for the three months ended March 31, 2003. This allocation
is considered preliminary until the Company determines the final purchase price
adjustments related to working capital and certain income tax elections.
These pro forma condensed combined financial statements should be read in
conjunction with the audited financial statements of the Company included in its
Annual Report on Form 10-K for the year ended December 31, 2002, the unaudited
financial statements of the Company included in its Quarterly Report on Form
10-Q for the three months ended March 31, 2003, and the audited financial
statements of JARIT included in Exhibit 99.1 to the Company's Current Report on
Form 8-K filed on March 25, 2003.
2. Pro Forma Adjustments
The pro forma condensed combined statement of operations includes the following
adjustments:
2A This adjustment reduces the actual compensation paid to a certain JARIT
employee for the period January 1, 2003 to March 17, 2003 to an amount
that this employee would have been paid by the Company subject to the
terms of an employment agreement between the Company and this employee
executed in connection with this acquisition.
2B This adjustment records pro forma amortization expense for intangible
assets based on the preliminary purchase price allocation.
2C This adjustment reduces the $67,000 of interest expense recorded by
JARIT during the period January 1, 2003 through March 17, 2003 on the
loans payable to stockholders of JARIT which were not assumed by the
Company.
2D This adjustment reduces interest income by $189,000 for the estimated
interest income earned by the Company for the period January 1, 2003
through March 17, 2003 on the $44.7 million of short term investments
used to finance the acquisition. This reduction in interest income
assumes the $44.7 million was paid on January 1, 2002 and the average
interest rate earned on short term investments for the period January 1,
2003 through March 17, 2003 was 2.0%.
2E The inclusion of the financial results of JARIT for the period January
1, 2003 through March 17, 2003 in the Company's consolidated results
would have increased the Company's income tax expense by approximately
$185,000 for the three months ended March 31, 2003. This adjustment
results from the fact that JARIT was an "S" Corporation for federal and
New York state income tax purposes and therefore did not record income
tax expense at the same rate that a "C" Corporation would have.