-----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, U4MeN5hAItv4P3a2cYLd/WWY/uYrS7oiN/DdS36SW67OhL/JOqhhiyYXgVHL0K17 tY+8N7zuTda55+TZvHUSqg== 0000917520-05-000127.txt : 20051122 0000917520-05-000127.hdr.sgml : 20051122 20051122091648 ACCESSION NUMBER: 0000917520-05-000127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051120 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRA LIFESCIENCES HOLDINGS CORP CENTRAL INDEX KEY: 0000917520 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 510317849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26224 FILM NUMBER: 051219874 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 CITY: PLAINSBORO STATE: NJ ZIP: 08536 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRA LIFESCIENCES CORP DATE OF NAME CHANGE: 19950614 8-K 1 form8k112005.txt 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): November 17, 2005 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) Registrant's telephone number, including area code: (609) 275-0500 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITVE AGREEMENT. On November 17, 2005, Integra NeuroSciences PR, Inc. ("Integra PR"), an indirect wholly-owned subsidiary of Integra LifeSciences Holdings Corporation (the "Company"), entered into a supplement and amendment to the Construction and Lease Contract dated April 11, 2003 (the "Lease") with the Puerto Rico Industrial Development Company ("PRIDCO"). The Supplement and Amendment to the Construction and Lease Contract (the "Supplement"), which was dated October 24, 2005, provides for the lease of additional premises consisting of 22,445.75 square feet at a second PRIDCO building near the facility currently leased by Integra PR. The rent to be paid is at a fixed rate of $3.25 per square foot for the 15 year term ($6,079.06 monthly, and $72,948.72 annually) to commence on the first day of the month following the date of delivery of the premises to the Integra PR. The Supplement also sets forth the security deposit ($8,753.85) and amends other sections of the Lease to (i) require a minimum of 60 production workers with an annual payroll of $1,200,000 instead of 85 production workers, (ii) require installation of manufacturing machinery and equipment with a value of $1,000,000 within eighteen months of commencement of operations in the premises leased under the Supplement instead of $ 900,899 within six months of the commencement of the Lease, and (iii) acknowledge the agreement of Integra PR to certain letter agreements with Caribe GE, the previous tenant of the space covered by the Supplement. Integra PR is also required to remove certain special facilities from the premises upon expiration or termination of the Lease, in accordance with the terms and conditions of the Lease. A copy of the Supplement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description of Exhibit - -------------- --------------------------- 10.1 Supplement and Amendment to Lease Contract, dated October 24, 2005, to the Construction and Lease Contract dated April 11, 2003 between Integra NeuroSciences PR, Inc. and the Puerto Rico Industrial Development Company 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: November 22, 2005 By: /s/ Stuart M. Essig ----------------------------- Stuart M. Essig President and Chief Executive Officer Exhibit Index Exhibit Number Description of Exhibit - -------------- --------------------------- 10.1 Supplement and Amendment to Lease Contract, dated October 24, 2005, to the Construction and Lease Contract dated April 11, 2003 between Integra NeuroSciences PR, Inc. and the Puerto Rico Industrial Development Company EX-10 2 ex10-1form8k112005.txt EX10-1 4 PUERTO RICO INDUSTRIAL DEVELOPMENT COMPANY P.O. BOX 362350 SAN JUAN, PUERTO RICO 00936-2350 SUPPLEMENT AND AMENDMENT TO LEASE CONTRACT NOW COME the PUERTO RICO INDUSTRIAL DEVELOPMENT COMPANY (hereinafter referred to as the "LANDLORD"), and INTEGRA NEUROSCIENCES P.R., INC. (hereinafter referred to as the "TENANT") and agree to Supplement and Amend certain Lease Contract entered into by them on April 11, 2003 (hereinafter referred to as the "Lease Contract") covering certain landsite and building identified as Project No. T-0810-0-68 and its extensions, located at ANASCO, Puerto Rico, in the following aspects: ONE: Project Number T-0994-0-70, with floor area of 22,445.75 sq. ft., located in Anasco, Puerto Rico is hereby included in the Lease Contract as additional leased premises (the "Additional Leased Premises"). TWO: The TENANT takes possession of the Additional Leased Premises in their present "as is" condition, and agrees to be responsible for any and all repairs necessary to the Additional Leased Premises, including the basic electrical and mechanical systems thereof, upon the expiration or sooner termination of the lease term, in accordance with the terms and conditions of the Lease Contract. In addition to the foregoing, the TENANT agrees to be responsible for certain special facilities located in the Additional Leased Premises, and to remove the same upon the request of the LANDLORD upon the expiration or sooner termination of the lease term, in accordance with the terms and conditions of the Lease Contract, including the following: 1. Fluorescent lamps throughout the building. 2. Metal Halide exterior lamps. 3. Fire alarm system. 4. Electrical Power System. 5. Air conditioning system throughout the building, including seven (7) air conditioning units, with ducts and flashing. 6. Water sprinkler system. THREE: Term - the term of the Lease Contract is not amended hereby. FOUR: Rent - the rent provided under the Lease Contract is hereby amended as follows: Commencing on the first day of the month following the date of delivery of the Additional Leases Premises to the TENANT, the rent for the Additional Leased Premises shall be at the rate of $3.25 per square feet during the term of the Leased Contract, equivalent to $6,079.06 monthly and $72,948.72 annually. FIVE: Deposit - the TENANT shall deposit with the LANDLORD the amount of $8,753.85, by Certified or Manager's Check, as a security deposit for the Additional Leased Premises. SIX: Employment - The number of employees required under Section SIX of the Lease Contract is hereby amended to a minimum of sixty (60) production workers with an annual payroll of $1,200,000.00. SEVEN: Section SIX of the Lease Contract is hereby amended to provide that the TENANT agrees to install manufacturing machinery and equipment with the value of $1,000,000, within eighteen (18) months from the date of commencement of operations in the Additional Leased Premises. EIGHT: The Additional Leased Premises shall be used and occupied by the TENANT exclusively in the manufacture of Medical Devices and Biomaterials (SIC. NO. 3841). NINE: On June 7, 2005, the TENANT executed an agreement with Caribe GE International of Puerto Rico, Inc. in order to share the entranceway and guard services to the Additional Lease Premises, and the TENANT agrees to be bound by the terms of the agreement, identified as Exhibit I hereof. Furthermore, the TENANT agrees to comply with the accords contained in the letters dated November 23, 2004, May 23, 2005 and July 8, 2005, identified as Exhibit II hereof. All of the other terms and conditions of the Lease Contract, to the extent not inconsistent with this Supplement and Amendment, shall remain in full force and effect. This is the sole agreement between the parties hereto with respect to the Additional Leased Premises and the Lease Contract; and any clause in conflict with the above that is contained in the Lease Contract is hereby amended. IN WITNESS HEREOF, the parties hereby execute this Supplement and Amendment to the Lease Contract, at San Juan, Puerto Rico, on this 24th day of October, 2005. PUERTO RICO INDUSTRIAL DEVELOPMENT COMPANY SSP #66-0292871 By: /s/ Anibal Espinosa-Valentin ---------------------------------------- INTEGRA NEUROSCIENCES P.R., INC. SSP #36-3951590 By: /s/ David Holtz ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----