SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Name of Issuer)
INTEGRA LIFESCIENCES HOLDINGS CORPORATION (ISSUER)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
(Title of Class of Securities)
(CUSIP NOS. 457985AA7 AND 457985AB5)
(CUSIP Number of Class of Securities)
MAUREEN B. BELLANTONI
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
(609) 275-0500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
COPY TO:
PETER LABONSKI, ESQ.
LATHAM & WATKINS LLP
885 THIRD AVENUE
NEW YORK, NY 10022
(212) 906-1200
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------------- ---------------------------
$120,000,000 $12,840
* Calculated solely for the purpose of determining the amount of the filing
fee, based upon the exchange of $120,000,000 aggregate principal amount of
the Issuer's 2 1/2% Contingent Convertible Subordinated Notes due 2008 in
exchange for Integra LifeSciences Holdings Corporation's 2 1/2% Contingent
Convertible Subordinated Notes due 2008.
** Previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1
[X] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
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This Amendment No. 2 to Schedule TO (this "Amendment") amends
and supplements the Tender Offer Statement on Schedule TO filed by Integra
LifeSciences Holdings Corporation, a Delaware corporation, (the "Issuer") on
July 17, 2006, and amended by Amendment No. 1 thereto filed on July 31, 2006 (as
so amended, the "Schedule TO"). This Amendment relates to the offer by the
Issuer (i) to exchange $1,000 in principal amount of 2 1/2% Contingent
Convertible Subordinated Notes due 2008 (the "New Notes") and (ii) a one time
cash payment (an "Exchange Fee") equal to $2.50 for each $1,000 in principal
amount of the Issuer's outstanding 2 1/2% Contingent Convertible Subordinated
Notes due 2008 (the "Old Notes" and together with the New Notes, the "Notes")
that is properly tendered and accepted for exchange upon the terms and subject
to the conditions set forth in the Offer to Exchange (this "Offer to Exchange")
and in the related Letter of Transmittal (the "Letter of Transmittal"), as each
may be amended from time to time. The offer to exchange the Notes (including the
payment of an Exchange Fee) pursuant to the Offer to Exchange is referred to
herein as an "Offer." This Amendment amends and supplements Schedule TO as set
forth below. This Amendment is filed to satisfy the reporting requirements of
Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Exchange and the related
Letter of Transmittal, copies of which were previously filed on Schedule TO as
exhibits (a)(1)(i) and (a)(1)(ii) thereto, is incorporated in this Amendment by
reference, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
ITEMS 1 AND 4
Items 1 and 4 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Exchange, are hereby amended and
supplemented as follows:
(1) The condition that the Offer is contingent upon the tender or
exchange of at least 50% of the principal amount of Old Notes
outstanding, as described in the Offer to Exchange on the cover, page 2
of the Summary and page 35, is hereby waived.
(2) The Offer has been extended from 5:00 p.m., New York City
time, on August 14, 2006, until 5:00 p.m., New York City time, on
August 28, 2006, unless further extended by the Company and subject to
the right of the Company, in its sole discretion, subject to applicable
law, to terminate, withdraw or amend the Offer at any time as discussed
below. Any additional extension of the Offer will be announced by press
release no later than 9:00 a.m. New York City time, on the next New
York Stock Exchange trading day after the previously scheduled
Expiration Date.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following language:
On August 14, 2006, the Company announced the extension of the Offer
and the waiver of a condition as described above under Items 1 and 4 of
this Amendment, a copy of which is filed as Exhibit (a)(5)(iii) to this
Amendment and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibits:
(a)(5)(iii) Press Release, dated August 14, 2006.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: August 14, 2006 INTEGRA LIFESCIENCES HOLDINGS
CORPORATION
By: /s/ Maureen B. Bellantoni
-------------------------------------------
Name: Maureen B. Bellantoni
Title: Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(1)(i) Offer to Exchange, dated July 17, 2006.*
(a)(1)(ii) Letter of Transmittal.*
(a)(1)(iii) Notice of Guaranteed Delivery.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(vi) Supplement to Offer to Exchange, dated July 31, 2006.*
(a)(5)(i) Press Release, dated July 17, 2006.*
(a)(5)(ii) Press Release, dated July 31, 2006.*
(a)(5)(iii) Press Release, dated August 14, 2006.
* Previously filed.
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