-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BNti7NR2c4Dt2YJQxp2VT74GqtDJZSMoDUi9mjaGikYmoyBVwgpEw2HynmAhsd9I eEUjkQNE+QWXHCtqDqBwAQ== 0000921530-01-500087.txt : 20010706 0000921530-01-500087.hdr.sgml : 20010706 ACCESSION NUMBER: 0000921530-01-500087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010705 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LD GROUP MEMBERS: SOROS FUND MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRA LIFESCIENCES HOLDINGS CORP CENTRAL INDEX KEY: 0000917520 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 510317849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45421 FILM NUMBER: 1675697 BUSINESS ADDRESS: STREET 1: 311 C ENTERPRISE DRIVE CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092750500 MAIL ADDRESS: STREET 1: 311 C ENTERPRISE DRIVE STREET 2: 311 C ENTERPRISE DRIVE CITY: PLAINSBORO STATE: NJ ZIP: 08536 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRA LIFESCIENCES CORP DATE OF NAME CHANGE: 19950614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 integra_13d-a3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* INTEGRA LIFESCIENCES HOLDINGS CORPORATION ----------------------------------------- (F/K/A INTEGRA LIFESCIENCES CORPORATION) ---------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 ----------------------------- (Title of Class of Securities) 457985208 --------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ---------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 2001 -------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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 disclosures provided in a prior cover page. The information required on 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). Continued on following page(s) Page 1 of 13 Pages Exhibit Index: Page 12 SCHEDULE 13D CUSIP No. 457985208 Page 2 of 13 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.72% 14 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13D CUSIP No. 457985208 Page 3 of 13 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.72% 14 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13D CUSIP No. 457985208 Page 4 of 13 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.72% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 457985208 Page 5 of 13 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 2,955,000 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,955,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,955,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 13.72% 14 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13D CUSIP No. 457985208 Page 6 of 13 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 3,757,800 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 3,757,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,757,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] 13 Percent of Class Represented By Amount in Row (11) 17.38% 14 Type of Reporting Person (See Instructions) IA Page 7 of 13 Pages This Amendment No. 3 to Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of Integra LifeSciences Holdings Corporation (the "Issuer") (f/k/a Integra LifeSciences Corporation). This Amendment No. 3 supplementally amends the initial statement on Schedule 13D, dated April 8, 1999, and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons. This Amendment No. 3 is being filed by the Reporting Persons to report that, on June 26, 2001, 75,000 shares of Series B Preferred Stock held for the account of QIP were converted into 1,963,350 Shares, and 25,000 shares of Series B Preferred Stock held for the account of SFM Domestic Investments were converted into 654,450 Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Quantum Industrial Partners LDC ("QIP"); ii) QIH Management Investor, L.P. ("QIHMI"); iii) QIH Management, Inc. ("QIH Management"); iv) Soros Fund Management LLC ("SFM LLC") and v) Mr. George Soros ("Mr. Soros"). This Statement relates to securities held for the accounts of QIP and SFM Domestic Investments LLC ("SFM Domestic Investments"). Set forth in Annex A hereto, and incorporated herein by reference, is updated information concerning the identity and background of the officers and directors of QIP and QIH Management. Item 5. Interest in Securities of the Issuer. (a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed the beneficial owner of 2,955,000 Shares (approximately 13.72% of the total number of Shares outstanding assuming the exercise and conversion of all of the securities held for the account of QIP). This number includes (A) 2,143,350 Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion of 48,699 shares of Series C Preferred Stock held for the account of QIP and (C) 270,550 Shares issuable upon exercise of 270,550 warrants held for the account of QIP. (ii) Mr. Soros may be deemed the beneficial owner of 3,757,800 Shares (approximately 17.38% of the total number of Shares outstanding assuming the exercise and conversion of all of the securities held for the accounts of QIP and SFM Domestic Investments). This number includes (A) 2,143,350 Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion of 48,699 shares of Series C Preferred Stock held for the account of QIP; (C) 270,550 Shares issuable upon exercise of 270,550 warrants held for the account of QIP; (D) 714,450 Shares held for the account of SFM Domestic Investments; (E) 58,900 Shares issuable upon conversion of 5,301 shares of Series C Preferred Stock held for the account of SFM Domestic Investments and (F) 29,450 Shares issuable upon exercise of 29,450 warrants held for the account of SFM Domestic Investments. Page 8 of 13 Pages (b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by virtue of the QIP Contract) and Mr. Soros (as a result of his position with SFM LLC) may be deemed to have the sole power to direct the voting and disposition of the 2,955,000 Shares held for the account of QIP (assuming the conversion of all shares of Series C Preferred Stock and the exercise of all warrants held for the account of QIP). (ii) Mr. Soros in his capacity as the sole managing member of SFM Domestic Investments may be deemed to have the sole power to direct the voting and disposition of the 802,800 Shares held for the account of SFM Domestic Investments (assuming the conversion of all shares of Series C Preferred Stock and the exercise of all warrants held for the account of SFM Domestic Investments). (c) Except for the transactions listed in Annex B hereto, there have been no transactions effected with respect to the Shares since May 6, 2001 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) The shareholders of QIP, including Quantum Industrial Holdings, Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of QIP in accordance with their ownership interests in QIP. (ii) Certain members of SFM Domestic Investments have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of SFM Domestic Investments. (e) Not applicable. Item 7. Material to be filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 9 of 13 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: July 5, 2001 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Vice President QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Vice President SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Assistant General Counsel GEORGE SOROS By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 10 of 13 Pages ANNEX A Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Curacao Corporation Company N.V. Managing Director of Netherlands Kaya Flamboyan 9 Managing Director Antilles corporations Willemstad (Netherlands Antilles) Curacao, Netherlands Antilles Inter Caribbean Services Limited Secretary Administrative services Citco Building (British Virgin Islands) Wickhams Cay Road Town Tortola British Virgin Islands
Directors and Officers of QIH Management, Inc.
Frank V. Sica Managing Partner of Soros Private 888 Seventh Avenue Director and President Equity Partners LLC 28th Floor (United States) New York, NY 10106 Michael C. Neus Deputy General Counsel of SFM LLC 888 Seventh Avenue Director and Vice President and General Counsel of Soros Private 33rd Floor (United States) Funds Management LLC New York, NY 10106 Eve Mongiardo Chief Financial Officer of Soros 888 Seventh Avenue Director and Treasurer Private Funds Management LLC 28th Floor (United States) New York, New York 10106 Richard D. Holahan, Jr. Assistant General Counsel of SFM LLC 888 Seventh Avenue Vice President 33rd Floor (United States) New York, New York 10106
To the best of the Reporting Persons' knowledge /1/: (a) None of the above persons hold any Shares. /1/ (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. /1/ - ---------- /1/ Certain persons may have an interest in SFM Domestic Investments. Page 11 of 13 Pages ANNEX B RECENT TRANSACTIONS IN THE SECURITIES OF INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date of Nature of Number of For the Account of Transaction Transaction Securities Price - ------------------ ----------- ----------- ---------- ----- QIP 6/26/01 Conversion 1,963,350/1/ $3.82/2/ SFM Domestic Investments 6/26/01 Conversion 654,450/3/ $3.82/2/
_________________ 1 On June 26, 2001, QIP converted 75,000 shares of Series B Convertible Preferred Stock into 1,963,350 Shares. 2 This amount represents the conversion rate. 3 On June 26, 2001, SFM Domestic Investments converted 25,000 shares of Series B Convertible Preferred Stock into 654,450 Shares. Page 12 of 13 Pages EXHIBIT INDEX Page No. L. Joint Filing Agreement, dated as of July 5, 2001, by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC and Mr. George Soros.............. 13 EX-99 2 integra_jtfilingagmt.txt JOINT FILING AGREEMENT Page 13 of 13 Pages EXHIBIT L JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Integra LifeSciences Holdings Corporation (the "Issuer"), dated as of July 5, 2001, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: July 5, 2001 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Vice President QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Vice President SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Assistant General Counsel GEORGE SOROS By: /s/ Richard D. Holahan, Jr. ----------------------------- Richard D. Holahan, Jr. Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----