SC 13D/A 1 integra13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* INTEGRA LIFESCIENCES HOLDINGS CORPORATION ----------------------------------------- (F/K/A INTEGRA LIFESCIENCES CORPORATION) ---------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------- (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) August 8, 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 12 Pages SCHEDULE 13D CUSIP No. 457985208 Page 2 of 12 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 2,720,625 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,720,625 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,720,625 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) 10.35% 14 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13D CUSIP No. 457985208 Page 3 of 12 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 2,720,625 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,720,625 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,720,625 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) 10.35% 14 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13D CUSIP No. 457985208 Page 4 of 12 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 2,720,625 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,720,625 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,720,625 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) 10.35% 14 Type of Reporting Person (See Instructions) CO SCHEDULE 13D CUSIP No. 457985208 Page 5 of 12 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 2,720,625 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,720,625 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,720,625 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) 10.35% 14 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13D CUSIP No. 457985208 Page 6 of 12 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 3,445,300 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 3,445,300 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,445,300 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) 13.06% 14 Type of Reporting Person (See Instructions) IA Page 7 of 12 Pages This Amendment No. 4 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. 4 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 (as defined herein). This Amendment No. 4 is being filed by the Reporting Persons to report that the number of Shares of which the Reporting Persons may be deemed to be the beneficial owners has decreased by more than one percent of the outstanding shares of the Issuer. 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 the Shares held for the accounts of QIP and SFM Domestic Investments LLC ("SFM Domestic Investments"). Set forth in Annex A hereto, and incorporated 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 2,720,625 Shares (approximately 10.35% of the total number of Shares which would be outstanding assuming the exercise and conversion of all of the securities held for the account of QIP). This number includes (A) 1,908,975 Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion of 48,699 Series C Preferred Shares held for the account of QIP; and (C) 270,550 Shares issuable upon exercise of 270,550 warrants held for the account of QIP. Page 8 of 12 Pages (ii) Mr. Soros may be deemed the beneficial owner of 3,445,300 Shares (approximately 13.06% of the total number of Shares which would be 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) 1,908,975 Shares held for the account of QIP; (B) 541,100 Shares issuable upon conversion of 48,699 Series C Preferred Shares held for the account of QIP; (C) 270,550 Shares issuable upon exercise of 270,550 warrants held for the account of QIP; (D) 636,325 Shares held for the account of SFM Domestic Investments; (E) 58,900 Shares issuable upon conversion of 5,301 Series C Preferred Shares 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. (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 2,720,625 Shares held for the account of QIP (assuming the conversion of all Series C Preferred Shares and the exercise of all warrants held for the account of QIP). (ii) Mr. Soros in his capacity as a managing member of SFM Domestic Investments may be deemed to have the sole power to direct the voting and disposition of the 724,675 Shares held for the account of SFM Domestic Investments (assuming the conversion of all Series C Preferred Shares 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 July 5, 2001 (the date of the most recent filing on Schedule 13D) 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. Page 9 of 12 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: August 14, 2001 QUANTUM INDUSTRIAL PARTNERS LDC By: _________________________________ Richard D. Holahan, Jr. Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: ______________________________________ Richard D. Holahan, Jr. Vice President QIH MANAGEMENT, INC. By: ______________________________________ Richard D. Holahan, Jr. Vice President SOROS FUND MANAGEMENT LLC By: ______________________________________ Richard D. Holahan, Jr. Assistant General Counsel GEORGE SOROS By: __________________________________ Richard D. Holahan, Jr. Attorney-in-Fact
Page 10 of 12 Pages ANNEX A Directors and Officers of Quantum Industrial Partners LDC Name/Title/Citizenship Principal Occupation Business Address ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. Netherlands Antilles Willemstad Managing Director corporations Curacao, (Netherlands Antilles) Netherlands Antilles Inter Caribbean Services Limited Administrative services Citco Building Secretary Wickhams Cay (British Virgin Islands) Road Town Tortola British Virgin Islands Directors and Officers of QIH Management, Inc. Name/Title/Citizenship Principal Occupation Business Address ---------------------- -------------------- ---------------- Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue Director and President Partners LLC 28th Floor (United States) New York, NY 10106 Armando Belly General Counsel of SFM LLC 888 Seventh Avenue Director and Secretary 33rd Floor (United States) New York, NY 10106 Dan Eule Tax Director of SFM LLC 888 Seventh Avenue Director 33rd Floor (United States) New York, NY 10106 Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue Director and Treasurer Soros Private Funds Management LLC 28th Floor (United States) New York, NY 10106 Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue Vice President SFM LLC 33rd Floor (United States) New York, NY 10106
Page 11 of 12 Pages To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.
Page 12 of 12 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 8/8/01 Sale 234,375 $25.50 per Share SFM Domestic Investments 8/8/01 Sale 78,125 $25.50 per Share