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): April 29, 2008
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 8.01. OTHER EVENTS.
On April 29, 2008, the Company entered into a waiver agreement (the "Waiver
Agreement") related to that certain credit agreement, dated as of December 22,
2005 (the "Credit Agreement"), among the Company and the Lenders (as defined),
including Bank of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer, Citibank, N.A., successor by merger to Citibank, FSB, as Syndication
Agent, and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and
Royal Bank of Canada, as Co-Documentation Agents.
Pursuant to the Waiver Agreement, among other things, the Lenders extended the
date for delivery of (i) the Company's audited financial statements for the year
ended December 31, 2007 until May 16, 2008 and (ii) the Company's unaudited
financial statements for the fiscal quarter ending March 31, 2008 until May 31,
2008.
In addition, the Waiver Agreement waived until May 16, 2008 the effect of a
cross-default provision under the Credit Agreement triggered by the Company's
inability to deliver its Annual Report on Form 10-K for the year ended December
31, 2007 by the due date provided in the indentures, each dated as of June 11,
2007 (collectively, the "Indentures"), between the Company and Wells Fargo Bank,
N.A., as trustee, with respect to the Company's senior convertible notes due
2010 and 2012.
Further, the Waiver Agreement broadened certain provisions relating to the
material weaknesses in the Company's internal controls, thereby expanding the
previously-disclosed waiver, in effect through November 14, 2008, that is
applicable to compliance by the Company with respect to certain representations
and warranties in the Credit Agreement.
As previously indicated in the Company's Current Report on Form 8-K filed on
March 5, 2008, on March 5, 2008 the Company borrowed $120 million under the
Credit Agreement. The Company used these funds to repay the Company's 2 1/2%
contingent convertible subordinated notes due 2008 upon conversion or maturity.
As a result of the conversions, the Company issued 768,221 shares of the
Company's common stock.
Statements in this Current Report on Form 8-K may be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve risks, uncertainties and reflect the Company's judgment as of the date
of this report. Such forward looking statements involve risks and uncertainties
that could cause actual results to differ materially from predicted or expected
results, including, without limitation, the Company's inability to cure any
defaults under the Credit Agreement or the Indentures, the Company's ability to
repay indebtedness under the Credit Agreement, market conditions and other
factors beyond the Company's control and the economic, competitive,
governmental, technological and other factors identified under the heading "Risk
Factors" included in item IA of the Company's Annual Report on Form 10-K for the
year ended December 31, 2006 and information contained in subsequent filings
with the Securities and Exchange Commission.
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: April 30, 2008 By: /s/ John B. Henneman, III
-----------------------------
John B. Henneman, III
Executive Vice President, Chief Administrative
Officer and Acting Chief Financial Officer