UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Integra LifeSciences Holdings Corporation
(Name of Issuer)
Common Stock Par Value $.01
(Title of Class of Securities)
457985208
(CUSIP Number)
Stuart M. Essig
c/o Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey 08536
With a copy to:
Jonathan B. Levy
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, Minnesota 55402
(612) 371-5211
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 2005
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 457985208
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1 Names of reporting persons
S.S. or I.R.S. Identification No. of above persons
Stuart M. Essig
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2 Check the appropriate box if a member of a group
(see instructions) (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of funds (see instructions)
PF*
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5 Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e) [ ]
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6 Citizenship or place of organization
United States
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Number of 7 Sole voting power
shares 2,087,326**
beneficially -------- --------------------------------------------------
8 Shared voting power
owned by
54,538
each
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reporting 9 Sole dispositive power
person with 2,087,326**
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10 Shared dispositive power
54,538
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11 Aggregate amount beneficially owned by each reporting person
2,141,684**
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12 Check box if the aggregate amount in row (11) excludes certain
shares [ ]
(See instructions)
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13 Percent of class represented by amount in row (11)
7.2%
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14 Type of reporting person (See instructions)
IN
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* See Item 3..
** Includes (i) 750,000 shares underlying Restricted Units (as defined herein)
held by Mr. Essig and (ii) 831,943 shares of common stock underlying options to
purchase common stock. Options to purchase 498,931 shares of common stock are
exercisable as of, or within 60 days of, November 4, 2005. Although shares
underlying all options held by Mr. Essig are included in the amounts set forth
on lines 7, 9 and 11, Mr. Essig disclaims beneficial ownership of the 333,012
shares of common stock underlying options not exercisable as of, or within 60
days of, November 4, 2005.
Item 1. Security and Issuer.
(a) Title of Class of Securities: Common Stock, $.01 par
value ("common stock")
(b) Name of Issuer: Integra LifeSciences Holdings
Corporation (the "Company")
(c) Address of Issuer's Principal Executive Offices: 311
Enterprise Drive, Plainsboro, New Jersey 08536
Item 2. Identity and Background.
(a) Name of Person Filing: Stuart M. Essig
(b) Residence or Business Address:
c/o Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey 08536
(c) Present Principal Occupation or Employment:
President, Chief Executive Officer and Director of
Integra LifeSciences Holdings Corporation.
(d) Conviction in a criminal proceeding during the last
five years: None.
(e) Subject, during the last five years, to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to
federal or state securities laws: None.
(f) Citizenship: Resident of New Jersey, Citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration. Personal
funds were used to purchase 59,921 of the shares reported
herein. The remaining shares were issued, or will be issued,
pursuant to the terms of options and Restricted Units granted
to Mr. Essig.
Item 4. Purpose of the Transaction. Mr. Essig is the President and
Chief Executive Officer of the Company and a director of the
Company. He holds the shares of common stock and rights and
options to acquire shares of common stock described in this
Schedule 13D for investment purposes.
Mr. Essig may from time to time acquire additional shares of
common stock (or securities exercisable for or convertible
into common stock) in the open market or in privately
negotiated transactions, subject to availability of common
stock at prices deemed favorable, the Company's business or
financial condition and other factors and conditions Mr. Essig
deems appropriate. Alternatively, Mr. Essig may sell all or a
portion of the common stock reported herein (and any shares he
may acquire in the future) in privately negotiated
transactions or in the open market. In addition, Mr. Essig may
formulate other purposes, plans or proposals regarding the
Company or any of its securities to the extent deemed
advisable in light of general investment and trading policies,
market conditions or other factors.
Item 5. Interest in Securities of Issuer
(a) Aggregate number and percentage of class beneficially
owned:
As of November 4, 2005, Mr. Essig may be deemed to be
the beneficial owner of 2,141,684 shares of common
stock. This ownership consists of the following:
(i) 505,383 shares of common stock held directly by
Mr. Essig;
(ii) 54,358 shares of common stock held by the Essig
Enright Family Foundation (the "Foundation"), of
which Mr. Essig and his wife are two of the three
trustees;
(iii) 831,943 shares of common stock underlying
options to purchase common stock (options to purchase
498,931 shares of common stock are exercisable as of,
or within 60 days of, November 4, 2005); and
(iv) 750,000 shares of common stock that are to be
delivered to Mr. Essig by the Company on January 6,
2006 pursuant to an award of Restricted Units made
to him in 2000. See Item 6 below for a description
of the terms of these Restricted Units.
Based on calculations made in accordance with Rule
13d-3(d), Mr. Essig may be deemed the beneficial
owner of 7.2% of the outstanding shares of common
stock. This calculation is based on 28,050,652 shares
of common stock outstanding, as reported in the
Company's Quarterly Report filed with the Commission
on November 9, 2005, and includes options to purchase
333,012 shares of common stock held by Mr. Essig that
are not exercisable as of, or within 60 days of,
November 4, 2005.
Mr. Essig disclaims beneficial ownership of the
333,012 shares of common stock underlying options not
exercisable as of, or within 60 days of, November 4,
2005. Excluding these shares, Mr. Essig would be
deemed the beneficial owner of 1,808,672 shares of
commons stock (or 6.2% of the outstanding shares of
common stock).
(b) Voting and Dispositive Power:
Mr. Essig has sole voting and dispositive power over
2,087,326 shares that may be deemed to be
beneficially owned by him as of November 4, 2005.
This consists of the following (i) the 505,383 shares
of common stock held directly by Mr. Essig, (ii) the
750,000 shares of common stock that are to be
delivered to Mr. Essig by the Company on January 6,
2006 pursuant to an award of Restricted Units and
(iii) 831,943 shares of common stock underlying
options to purchase common stock, of which Mr. Essig
disclaims beneficial ownership with respect to
333,012 shares of common stock as set forth in Item
5(a).
Mr. Essig may be deemed to have shared voting and
dispositive power over the 54,538 shares of common
stock held by the Foundation.
(c) Transactions within the past 60 days: Not applicable.
(d) Right to Direct the Receipt of Dividends: Not
applicable.
(e) Last Date on Which Reporting Person Ceased to be a
5% Holder: Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
2004 Employment Agreement and Related Agreements
In connection with a Second Amended and Restated Employment
Agreement that Mr. Essig and the Company entered into in July
2004, the Company granted Mr. Essig a non-qualified stock
option to purchase 250,000 shares of common stock and an award
of fully vested 750,000 restricted units in the form of
contract stock ("Restricted Units"). Under the employment
agreement, Mr. Essig is also entitled to an annual option
grant of between 100,000 and 200,000 shares as determined by
the Company's compensation committee. The exercise price of
each option grant is at fair market value on the date of
grant, and the option term is ten years. Each option grant
vests in accordance with the following schedule subject to Mr.
Essig's continued employment: one-fourth of the shares become
exercisable upon the one-year anniversary of the grant, and
the remaining shares vest monthly with respect to 1/36th on
the first business day of each following month. The option
grants contain typical acceleration provisions in the event of
a change in control of the Company, termination of employment
without cause by the Company or termination of employment by
Mr. Essig for a good reason. The Second Amended and Restated
Employment Agreement, the Stock Option Grant and Agreement
relating to the option to purchase 250,000 shares of common
stock and the form of Stock Option Grant and Agreement for Mr.
Essig's annual option grants are set forth as Exhibits 7(a),
7(f) and 7(h), respectively, hereto and incorporated by
reference herein.
Each Restricted Unit represents the right to receive one share
of the Company's common stock. The shares of the Company's
common stock underlying the Restricted Units ("Unit Shares")
generally shall be delivered to Mr. Essig on the first
business day following his termination of employment or
retirement, or earlier if a change in control of the Company
occurs or Mr. Essig becomes subject to taxation on any
Restricted Units before the scheduled delivery date (or
deferral date, if applicable). However, unless previously
delivered, if Mr. Essig's employment with the Company is
terminated for cause or Mr. Essig voluntarily leaves his
employment with the Company prior to December 31, 2009 (other
than for good reasons or due to disability), then the Unit
Shares will not be distributed to Mr. Essig until the first
business day of the calendar year 2017. Additionally, Mr.
Essig has a one-time right to defer the delivery of the Unit
Shares so long as such election is (a) made at least 12 months
prior to the otherwise applicable delivery date and (b) the
deferral delivery date is at least five years beyond the
scheduled delivery date, but not beyond June 30, 2029. The
Contract Stock/Restricted Units Agreement relating to this
grant is set forth as Exhibit 7(g) hereto and incorporated by
reference herein.
2000 Restricted Unit Issuance
Mr. Essig received a restricted unit award in 2000 that
entitles him to receive an aggregate 1,250,000 shares of
common stock. Of the 1,250,000 shares, 750,000 shares are
deliverable on January 6, 2006, and the remaining 500,000
shares of common stock are deliverable on March 4, 2008. The
Restricted Units Agreement relating to this grant is set forth
as Exhibit 7(e) hereto and incorporated by reference herein.
Registration Rights
The Company has also granted Mr. Essig registration rights
with respect to the shares of common stock underlying his
option and Restricted Unit grants. These registration rights
provisions are set forth as Exhibits 7(i), 7(j) and 7(k)
hereto and incorporated by reference herein.
Sale Plans Under Rule 10b5-1
Mr. Essig has entered into two sales plans pursuant to Rule
10b5-1 under the Act with a registered broker-dealer. One plan
provides for the sale of 340,000 shares of the 750,000 shares
of common stock underlying Restricted Units and issuable to
Mr. Essig on January 3, 2006. The other plan provides for the
sale of up to 200,000 shares of common stock underlying
options (and the exercise of the related options) at specified
prices.
Variable Forward Sale Agreement
Mr. Essig has entered into a variable forward sale agreement
with Credit Suisse First Boston Capital LLC ("CS First
Boston") pursuant to which CS First Boston may sell 500,000
shares of common stock owned by Mr. Essig. The agreement
requires Mr. Essig to deliver to CS First Boston on March 28,
2013 between 264,550 and 500,000 shares of common stock or the
cash equivalent of such shares at the election of Mr. Essig.
The amount of shares or cash equivalent will depend upon the
average price of the common stock in the 20 trading days prior
to and including the settlement date. In connection with this
agreement, Mr. Essig pledged 500,000 shares of common stock to
CS First Boston. Mr. Essig retains voting power with respect
to these shares pending the settlement of this contract.
Item 7. Material to be Filed as Exhibits.
(a) Second Amended and Restated Employment Agreement
dated July 27, 2004 between the Company and Mr. Essig
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2004, filed on November 9,
2004).
(b) Restricted Units Agreement dated December 27, 1997
between the Company and Mr. Essig (incorporated by
reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on February 3, 1997).
(c) Stock Option Grant and Agreement dated December 22,
2000 between the Company and December 22, 2000
between the Company and Mr. Essig (incorporated by
reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on January 8, 2001).
(d) Stock Option Grant and Agreement dated December 22,
2000 between the Company and December 22, 2000
between the Company and Mr. Essig (incorporated by
reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K filed on January 8, 2001).
(e) Restricted Units Agreement dated December 22, 2000
between the Company and Mr. Essig (incorporated by
reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K filed on January 8, 2001).
(f) Stock Option Grant and Agreement dated July 27, 2004
between the Company and Mr. Essig (incorporated by
reference to Exhibit 10.30 to the Company's Annual
Report on Form 10-K for the year ended December 31,
2004, filed on March 16, 2005).
(g) Contract Stock/Restricted Units Agreement dated July
27, 2004 between the Company and Mr. Essig
(incorporated by reference to Exhibit 10.31 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 2004, filed on March 16, 2005).
(h) Form of Stock Option Grant and Agreement
(incorporated by reference to Exhibit 10.32 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 2004, filed on March 16, 2005).
(i) Registration Rights Provisions for Stuart Essig
(incorporated by reference to Exhibit B of Exhibit
10.1 to the Company's Current Report on Form 8-K
filed on February 3, 1998).
(j) Registration Rights Provisions for Stuart Essig
(incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K filed on January
8, 2001).
(k) Registration Rights Provisions for Stuart Essig
(incorporated by reference to Exhibit B of Exhibit
10.1 to the Company's Current Report on Form 10-Q for
the quarter ended September 30, 2004).
Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: November 14, 2005
Name ______________________________