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): July 27, 2004
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.
On June 27, 2004, Integra LifeSciences Holdings Corporation issued a press
release announcing that Stuart M. Essig, its President and Chief Executive
Officer, has renewed his employment agreement with the company through December
31, 2009. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits.
Exhibit
Number Description of Exhibit
------- ----------------------
99.1 Press release issued July 27, 2004 announcing that Stuart M. Essig, Integra
LifeSciences Holdings Corporation's President and Chief Executive Officer,
has renewed his employment agreement with the company through December 31,
2009.
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: July 28, 2004 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
------- ----------------------
99.1 Press release issued July 27, 2004 announcing that Stuart M. Essig, Integra
LifeSciences Holdings Corporation's President and Chief Executive Officer,
has renewed his employment agreement with the company through December 31,
2009.
Exhibit 99.1
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III Maria Platsis
Executive Vice President Director of Corporate Development
Chief Administrative Officer and Investor Relations
(609) 936-2481 (609) 936-2333
jhenneman@Integra-LS.com mplatsis@integra-ls.com
Integra LifeSciences Extends Employment Agreement of Chief Executive Officer
Plainsboro, New Jersey, July 27, 2004 -- Integra LifeSciences Holdings
Corporation (NASDAQ: IART) today announced that Stuart M. Essig, Integra's
President and Chief Executive Officer, has renewed his employment agreement with
the Company through December 31, 2009.
In making the announcement, Dr. Richard Caruso, Integra's Chairman, said, "We
are very pleased that we have extended Stuart's employment relationship with
Integra. Stuart's considerable managerial and financial discipline have led us
to expanding profitability and revenue growth. He has proven that his leadership
skills and expertise in negotiating corporate alliances and acquisitions,
coupled with his skill in integrating acquisitions into the Company, can
continue to increase shareholder value. Integra has continued to develop and
introduce products out of its substantive base of biotechnology and regenerative
medicine technologies while also becoming a fully integrated and profitable
medical device company. Integra has grown by combining planned internal
development with the strategic acquisition of technologies and products. Under
Stuart's leadership, Integra has also earned a growing recognition within the
investment community. We are delighted to have Mr.
Essig's continued leadership at the Company in the coming years."
"I am happy that Integra has been able to make so much progress in the last six
years," said Mr. Essig. "We have built a great management team and together we
are building a great company. I am therefore very happy that the Board of
Directors has shown so much confidence in me. Over the last six years, Integra
has launched many new products including DuraGen(R), DuraGen Plus(TM),
NeuraGen(TM), and INTEGRA(TM) Bilayer Matrix Wound Dressing, completed twenty
acquisitions, raised a combined $265 million, and entered into numerous
strategic alliance transactions. The result is that Integra's revenues have
risen more than ten-fold since the beginning of 1998. The Company's stock price
has risen at a compound annual growth rate of 29% during the period. I am
extremely proud of the management team and dedicated employees that are
responsible for this performance."
In connection with the extension of the agreement with Integra, Mr. Essig has
received a grant of fair market value options to acquire up to 250,000 shares of
Integra common stock, which vest over four years, and he will be eligible for
annual grants during the remainder of the term. He will also receive a contract
stock unit award providing for the payment of 750,000 Integra shares which shall
generally be delivered to Mr. Essig following his termination of employment or
retirement, but not before December 31, 2009, or later under certain
circumstances, or upon a change of control. Mr. Essig will also be subject to a
post-employment non-competition restriction that will remain in effect for at
least two years beyond termination of employment. Integra expects to take an
after-tax non-cash compensation charge of approximately $14.9 million for the
deferred payment related to the contract stock unit grant in the third quarter
of this year.
Prior to joining Integra at the end of 1997, Mr. Essig supervised the medical
technology practice of Goldman Sachs as a managing director. At the time he
joined the Company, he had ten years of broad health care experience, including
acquisitions, divestitures, strategic alliances, principal investing and capital
markets. While at Goldman Sachs, Mr. Essig, 42, served as a senior merger and
acquisitions advisor to a broad range of domestic and international medical
technology, pharmaceutical and biotechnology clients. His experience also
includes substantial financing and investing experience. He holds an MBA and
Ph.D. in Financial Economics from the University of Chicago and a BA from
Princeton University.
We have scheduled a conference call for 9:00 am EDT, July 28, 2004, to discuss
the financial results for the second quarter of 2004 and to further discuss
forward-looking financial guidance. The call is open to all listeners and will
be followed by a question and answer session. Access to the live call is
available by dialing (973) 582-2732 or through a listen-only web cast via a link
provided on the home page of Integra's website at www.Integra-LS.com. A replay
of the conference call will be accessible starting one hour following the live
event. Access to the replay is available through August 11, 2004 by dialing
(973) 341-3080 (access code 4865967) or through the web cast accessible on our
home page.
Integra LifeSciences Holdings Corporation is a diversified medical technology
company that develops, manufactures, and markets medical devices for use in a
variety of applications. The primary applications for our products are
neuro-trauma and neurosurgery, plastic and reconstructive surgery and general
surgery. Integra is a leader in applying the principles of biotechnology to
medical devices that improve patients' quality of life. Our corporate
headquarters are in Plainsboro, New Jersey, and we have research, manufacturing
and distribution facilities located throughout the world. We have approximately
1,100 employees. Please visit our website at (http://www.Integra-LS.com).
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, statements concerning future financial
performance, including projections for revenues, gross margins, earnings per
share and cash flows. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
predicted or expected results. Among other things, our ability to maintain
relationships with customers of acquired entities, physicians' willingness to
adopt our recently launched and planned products and our ability to secure
regulatory approval for products in development may adversely affect our future
product revenues; our ability to increase sales and product volumes may
adversely affect our future gross margins; our ability to integrate acquired
businesses, increase product sales and gross margins, and control non-product
costs may affect our earnings per share; and our future net income results and
our ability to effectively manage working capital may affect our future cash
flows. In addition, the economic, competitive, governmental, technological and
other factors identified under the heading "Factors That May Affect Our Future
Performance" included in the Business section of Integra's Annual Report on Form
10-K for the year ended December 31, 2003 and information contained in
subsequent filings with the Securities and Exchange Commission could affect
actual results.
Source: Integra LifeSciences Holdings Corporation