<HTML>
<HEAD>
<TITLE>Filed by Bowne Pure Compliance</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<DIV style="font-size: 10pt">
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>


<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): January 28, 2009</B>

<P align="center">

<P align="center" style="font-size: 18pt"><B>INTEGRA LIFESCIENCES HOLDINGS CORPORATION<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

<TABLE border="0" width="100%" cellspacing="0" cellpadding="0" style="font-size: 10pt; text-align: center">
<TR>
    <TD width="32%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>0-26224</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>51-0317849</B></TD>
</TR>
<TR valign="top">
    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
</TR>
</TABLE>

<TABLE border="0" width="100%" cellspacing="0" cellpadding="0" style="font-size: 10pt; text-align: center">
<TR>
    <TD width="49%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>311 Enterprise Drive<BR>Plainsboro, NJ <BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>08536</B></TD>
</TR>
<TR valign="top">
    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(609) 275-0500</B>


<TABLE border="0" width="30%" cellspacing="0" cellpadding="0" style="font-size: 10pt; text-align: center">
<TR>
    <TD width="100%">&nbsp;</TD>
</TR>
<TR>
    <TD nowrap style="border-bottom: 1px solid #000000"><B>Not Applicable<BR></B></TD>
</TR>
<TR>
    <TD nowrap>(Former name or former address if changed since last report.)</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">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:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


<P>
<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>

</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<P align="left" style="font-size: 10pt"><B>ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">On January&nbsp;28, 2009, Integra LifeSciences Holdings Corporation (the &#147;Company&#148;) issued a statement (the
&#147;Statement&#148;) on its initial guidance on the impact of the Financial Accounting Standards Board (the &#147;FASB&#148;) issued
Staff Position No.&nbsp;APB<br> 14-1, Accounting for Convertible Debt Instruments that May be Settled in Cash Upon Conversion
(&#147;FSP APB 14-1&#148;), which Statement has been posted on the Events &#038; Presentations page of the Investor Relations section
of the Company&#146;s website at <U>www.integra-LS.com</U>. A copy of the Statement is attached as Exhibit&nbsp;99.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item.


<P align="left" style="font-size: 10pt; text-indent: 4%">In May&nbsp;2008, the FASB issued FSP APB 14-1. FSP APB 14-1 requires that the liability and equity components of
convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be
separately accounted for in a manner that reflects an issuer&#146;s nonconvertible debt borrowing rate. FSP APB 14-1 is
effective for financial statements issued for fiscal years beginning after December&nbsp;15, 2008, and interim periods
within those fiscal years. Early adoption, however, is not permitted. Retrospective application to all periods
presented is required except for instruments that were not outstanding during any of the periods that will be presented
in the annual financial statements for the period of adoption but were outstanding during an earlier period.


<P align="left" style="font-size: 10pt; text-indent: 4%">The information contained in Item&nbsp;2.02 of this Current Report on Form 8-K (including the Statement) is being
furnished and shall not be deemed &#147;filed&#148; for the purposes of Section&nbsp;18 of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), or otherwise subject to the liabilities of that Section. The information contained in
Item&nbsp;2.02 of this Current Report on Form 8-K (including the Statement) shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in any such filing.


<P align="left" style="font-size: 10pt"><B>Discussion of Adjusted Financial Measures</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">In addition to our GAAP results, we provide adjusted net income and adjusted earnings per diluted share. Adjusted
net income consists of net income, excluding (i)&nbsp;acquisition-related charges, (ii)&nbsp;facility consolidation,
manufacturing and distribution transfer and system integration charges, (iii)&nbsp;certain employee termination and related
costs, (iv)&nbsp;charges associated with discontinued or withdrawn product lines, (v)&nbsp;charges related to restructuring
European subsidiaries, (vii)&nbsp;intangible asset impairment charges, (vii)&nbsp;incremental professional and bank fees related
to the delay in the filing of our 2007 Annual Report on Form 10-K, (viii)&nbsp;charges relating to the grant of restricted
stock units in connection with the extension of the term of the CEO&#146;s employment agreement, (ix)&nbsp;non-cash interest
expense related to the application of FSP ABP 14-1 and (x)&nbsp;the income tax expense/benefit related to these adjustments,
the cumulative impact of changes in tax rates and certain other infrequently occurring items that affected the reported
income tax rate for quarter and year-to-date periods. Adjusted earnings per diluted share are calculated by dividing
adjusted net income for earnings per diluted share by adjusted diluted weighted average shares outstanding.


<P align="left" style="font-size: 10pt; text-indent: 4%">The Company believes that the presentation of adjusted net income and adjusted earnings per diluted share provides
important supplemental information to management and investors regarding financial and business trends relating to the
Company&#146;s financial condition and results of operations. Management uses non-GAAP financial measures in the form of
adjusted net income and adjusted earnings per diluted share when evaluating operating performance because we believe
that the inclusion or exclusion of the items described below, for which the amounts and/or timing may vary
significantly depending upon the Company&#146;s acquisition, integration, and restructuring activities, for which the
amounts represent significant non-cash expenses resulting from changes in accounting principles, or for which the
amounts are not expected to recur at the same magnitude as we further build out our finance department and implement
certain tax planning strategies, provides a supplemental measure of our operating results that facilitates
comparability of our operating performance from period to period, against our business model objectives, and against
other companies in our industry. We have chosen to provide this information to investors so they can analyze our
operating results in the same way that management does and use this information in their assessment of our core
business and the valuation of our Company.




<P align="center" style="font-size: 10pt; text-indent: 2%">&nbsp;

<P align="center" style="font-size: 10pt; display: none">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<P align="left" style="font-size: 10pt; text-indent: 2%">Adjusted net income and adjusted earnings per diluted share are significant measures used by management for
purposes of:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>supplementing the financial results and forecasts reported to the Company&#146;s board of directors;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>evaluating, managing and benchmarking the operating performance of the Company;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>establishing internal operating budgets;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>determining compensation under bonus or other incentive programs;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enhancing comparability from period to period;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>comparing performance with internal forecasts and targeted business models; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>evaluating and valuing potential acquisition candidates.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Adjusted net income reflects net income adjusted for the following items:


<P align="left" style="font-size: 10pt"><B>&#149;&nbsp;</B><U>Acquisition-related charges</U>. Acquisition-related charges include in-process research and development charges,
charges related to discontinued research and development projects for product technologies that were made redundant by
an acquisition, inventory fair value purchase accounting adjustments, and impairments to existing intangible assets in
connection with a subsequent acquisition. Inventory fair value purchase accounting adjustments consist of the increase
to cost of goods sold that occur as a result of expensing the &#147;step up&#148; in the fair value of inventory that we
purchased in connection with acquisitions as that inventory is sold during the financial period. Although recurring
given the ongoing character of our acquisition program, these acquisition-related charges are not factored into the
evaluation of our performance by management after completion of acquisitions because they are of a temporary nature,
they are not related to our core operating performance and the frequency and amount of such charges vary significantly
based on the timing and magnitude of our acquisition transactions as well as the level of inventory on hand at the time
of acquisition.


<P align="left" style="font-size: 10pt"><B>&#149;&nbsp;</B><U>Facility consolidation, manufacturing and distribution transfer and system integration charges</U>. These
charges, which include employee termination and other costs associated with exit or disposal activities, costs related
to transferring manufacturing and/or distribution activities to different locations, and costs associated with the
worldwide implementation of a single enterprise resource planning system, result from rationalizing and enhancing our
existing manufacturing, distribution and administrative infrastructure. Many of these cost-saving and efficiency-driven
activities are identified as opportunities in connection with acquisitions that provide the Company with additional
capacity or economies of scale. Although recurring in nature given management&#146;s ongoing review of the efficiency of our
manufacturing, distribution and administrative facilities and operations, management excludes these items when
evaluating the operating performance of the Company because the frequency and amount of such charges vary significantly
based on the timing and magnitude of the Company&#146;s rationalization activities and are, in some cases, dependent upon
opportunities identified in acquisitions, which also vary in frequency and magnitude.


<P align="left" style="font-size: 10pt"><B>&#149;&nbsp;</B><U>Employee termination and related costs</U>. Employee termination and related costs consist of charges related to
significant reductions in force that are not initiated in connection with facility consolidations or manufacturing
transfers and senior management level terminations. Management excludes these items when evaluating the Company&#146;s
operating performance because these amounts do not affect our core operations and because of the infrequent and/or
large-scale nature of these activities.


<P align="left" style="font-size: 10pt"><B>&#149;&nbsp;</B><U>Charges associated with discontinued or withdrawn product lines</U>. This represents charges taken and reductions
in revenue recorded in connection with product lines that the Company discontinues or withdraws. Management excludes
this item when evaluating the Company&#146;s operating performance because of the infrequent nature of this activity.


<P align="left" style="font-size: 10pt"><B>&#149;</B>&nbsp;&nbsp;<U>Charges related to restructuring our European subsidiaries.</U> These charges include levies and fees paid to
government authorities, as well as legal, tax, accounting and consulting fees incurred, directly as a result of
European subsidiary reorganizations and transfers of business assets between these legal entities. The benefit of the
add-back of any incremental income tax provisions directly related to such restructuring activities is included in
&#147;Income tax expense (benefit)&nbsp;and the cumulative impact of changes in income tax rates&#148; line below. Management excludes
this item when evaluating the Company&#146;s operating performance because of the infrequent nature of this activity.


<P align="left" style="font-size: 10pt"><B>&#149;</B>&nbsp;&nbsp;<U>Intangible asset impairment charges.</U> This represents impairment charges recorded against various intangible
assets, including completed or core technology, customer relationships, and tradenames. Such impairments result
primarily from management decisions to discontinue or significantly reduce promoting certain product lines or
tradenames, the inability to incorporate existing product technologies into product development programs, and other
circumstances. Management excludes this item when evaluating the Company&#146;s operating performance because of the infrequent and non-cash nature of
this activity.

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">




<P align="left" style="font-size: 10pt">&#149; <U>Incremental professional and bank fees related to the delay in the filing of our 2007 Annual Report on Form
10-K.</U> These charges include incremental fees directly related to the late completion of the audit and filing of our
Annual Report on Form 10-K for the year ended 2007, including audit fee overruns from our independent registered
accounting firm, fees for legal advice and consultations with our external counsel, and fees paid to various banks in
connection with obtaining waivers to certain non-financial debt covenants. Management excludes these items when
evaluating the Company&#146;s operating performance because such incremental amounts are not expected to be incurred to the
same magnitude subsequent to the completion of our 2007 audit.


<P align="left" style="font-size: 10pt">&#149; <U>Charge relating to the grant of restricted stock units in connection with the extension of the term of the CEO&#146;s
employment agreement.</U> This charge was recognized in the third quarter of 2008 upon the grant of restricted stock
units that were vested at the time of the grant on August&nbsp;6, 2008. Management excludes this item when evaluating the
Company&#146;s operating performance because of the infrequent nature of this item.


<P align="left" style="font-size: 10pt"><B>&#149;&nbsp;</B><U>Non-cash
interest expense relating to the application of FSP ABP 14-1</U>. Management excludes this item when
evaluating the Company&#146;s operating performance because of the non-cash nature of this activity and because it resulted
from a change in accounting principles that were not applicable at the time the Company&#146;s convertible notes were
issued.


<P align="left" style="font-size: 10pt">&#149; <U>Income tax expense (benefit), cumulative impact of changes in income tax rates and certain other infrequently
occurring items that affected the reported income tax rate for quarter and year-to-date periods.</U> Income tax expense
is adjusted by (i)&nbsp;the amount of additional tax expense or benefit that the Company estimates that it would record if
it used non-GAAP results instead of GAAP results in the calculation of its tax provision, based on the statutory rate
applicable to jurisdictions in which such non-GAAP adjustments relate, (ii)&nbsp;reductions related to incremental income
tax provisions directly related to our European subsidiary restructuring activities, (iii)&nbsp;eliminating the cumulative
impact on prior quarters of changes in statutory income tax rates during the year, (iv)&nbsp;penalties, interest, and
settlements with government tax authorities related to prior tax
periods and (v)&nbsp;other infrequently occurring tax charges.


<P align="left" style="font-size: 10pt">Adjusted net income and adjusted earnings per diluted share are not calculated in accordance with GAAP, and should be
considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance
with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs or benefits
associated with the operations of the Company&#146;s business as determined in accordance with GAAP. As a result, you should
not consider these measures in isolation or as a substitute for analysis of the Company&#146;s results as reported under
GAAP. The Company expects to continue to acquire businesses and product lines and to incur expenses of a nature similar
to some of the non-GAAP adjustments described above, and exclusion of these items from its adjusted net income should
not be construed as an inference that all of these items are unusual, infrequent or non-recurring. Some of the
limitations in relying on adjusted net income and adjusted earnings per diluted share are:


<P align="left" style="font-size: 10pt"><B>&#149;&nbsp;</B>The Company periodically acquires other companies or businesses, and we expect to continue to incur
acquisition-related expenses and charges in the future. These costs can directly impact the amount of the Company&#146;s
available funds or could include costs for aborted deals which may be significant and reduce GAAP net income.


<P align="left" style="font-size: 10pt"><B>&#149;&nbsp;</B>All of the adjustments to net income have been tax affected at the Company&#146;s actual tax rates. Depending on the
nature of the adjustments and the tax treatment of the underlying items, the effective tax rate related to adjusted net
income could differ significantly from the effective tax rate related to GAAP net income.

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<P align="left" style="font-size: 10pt"><B>ITEM 7.01 REGULATION FD DISCLOSURE</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Attached as Exhibit&nbsp;99.1, and incorporated into this Item&nbsp;7.01 by reference, is the Statement issued by the
Company on January&nbsp;28, 2009.


<P align="left" style="font-size: 10pt"><B>ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.</B>


<P align="left" style="font-size: 10pt"><B>(d)&nbsp;Exhibits</B>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Statement dated January&nbsp;28, 2009 on Initial Guidance on the Impact of Financial Accounting Standards Board issued
Staff Position No.&nbsp;APB 14-1</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">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.



<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">INTEGRA LIFESCIENCES HOLDINGS CORPORATION</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: January&nbsp;28, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ John B. Henneman, III</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">John B. Henneman, III</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President,</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Finance and Administration,</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">and Chief Financial Officer</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>





<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Statement dated January&nbsp;28, 2009 on Initial Guidance on the Impact of
Financial Accounting Standards Board issued Staff Position No.&nbsp;APB 14-1</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">6




</DIV>
</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "c79841e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 28762}]
{"company-data": {"conformed-name": "INTEGRA LIFESCIENCES HOLDINGS CORP", "cik": "0000917520", "assigned-sic": "3826", "irs-number": "510317849", "state-of-incorporation": "DE", "fiscal-year-end": "1206"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26224", "film-number": "09549690"}, "business-address": {"street1": "311 C ENTERPRISE DRIVE", "city": "PLAINSBORO", "state": "NJ", "zip": "08536", "phone": "6092750500"}, "mail-address": {"street1": "311 C ENTERPRISE DRIVE", "city": "PLAINSBORO", "state": "NJ", "zip": "08536"}, "former-company": {"former-conformed-name": "INTEGRA LIFESCIENCES CORP", "date-changed": "19950614"}}
Filed by Bowne Pure Compliance
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): January 28, 2009
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-26224
51-0317849
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 28, 2009, Integra LifeSciences Holdings Corporation (the "Company") issued a statement (the
"Statement") on its initial guidance on the impact of the Financial Accounting Standards Board (the "FASB") issued
Staff Position No. APB
14-1, Accounting for Convertible Debt Instruments that May be Settled in Cash Upon Conversion
("FSP APB 14-1"), which Statement has been posted on the Events & Presentations page of the Investor Relations section
of the Company's website at
www.integra-LS.com
. A copy of the Statement is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item.
In May 2008, the FASB issued FSP APB 14-1. FSP APB 14-1 requires that the liability and equity components of
convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be
separately accounted for in a manner that reflects an issuer's nonconvertible debt borrowing rate. FSP APB 14-1 is
effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. Early adoption, however, is not permitted. Retrospective application to all periods
presented is required except for instruments that were not outstanding during any of the periods that will be presented
in the annual financial statements for the period of adoption but were outstanding during an earlier period.
The information contained in Item 2.02 of this Current Report on Form 8-K (including the Statement) is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information contained in
Item 2.02 of this Current Report on Form 8-K (including the Statement) shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in any such filing.
Discussion of Adjusted Financial Measures
In addition to our GAAP results, we provide adjusted net income and adjusted earnings per diluted share. Adjusted
net income consists of net income, excluding (i) acquisition-related charges, (ii) facility consolidation,
manufacturing and distribution transfer and system integration charges, (iii) certain employee termination and related
costs, (iv) charges associated with discontinued or withdrawn product lines, (v) charges related to restructuring
European subsidiaries, (vii) intangible asset impairment charges, (vii) incremental professional and bank fees related
to the delay in the filing of our 2007 Annual Report on Form 10-K, (viii) charges relating to the grant of restricted
stock units in connection with the extension of the term of the CEO's employment agreement, (ix) non-cash interest
expense related to the application of FSP ABP 14-1 and (x) the income tax expense/benefit related to these adjustments,
the cumulative impact of changes in tax rates and certain other infrequently occurring items that affected the reported
income tax rate for quarter and year-to-date periods. Adjusted earnings per diluted share are calculated by dividing
adjusted net income for earnings per diluted share by adjusted diluted weighted average shares outstanding.
The Company believes that the presentation of adjusted net income and adjusted earnings per diluted share provides
important supplemental information to management and investors regarding financial and business trends relating to the
Company's financial condition and results of operations. Management uses non-GAAP financial measures in the form of
adjusted net income and adjusted earnings per diluted share when evaluating operating performance because we believe
that the inclusion or exclusion of the items described below, for which the amounts and/or timing may vary
significantly depending upon the Company's acquisition, integration, and restructuring activities, for which the
amounts represent significant non-cash expenses resulting from changes in accounting principles, or for which the
amounts are not expected to recur at the same magnitude as we further build out our finance department and implement
certain tax planning strategies, provides a supplemental measure of our operating results that facilitates
comparability of our operating performance from period to period, against our business model objectives, and against
other companies in our industry. We have chosen to provide this information to investors so they can analyze our
operating results in the same way that management does and use this information in their assessment of our core
business and the valuation of our Company.
Adjusted net income and adjusted earnings per diluted share are significant measures used by management for
purposes of:
•
supplementing the financial results and forecasts reported to the Company's board of directors;
•
evaluating, managing and benchmarking the operating performance of the Company;
•
establishing internal operating budgets;
•
determining compensation under bonus or other incentive programs;
•
enhancing comparability from period to period;
•
comparing performance with internal forecasts and targeted business models; and
•
evaluating and valuing potential acquisition candidates.
Adjusted net income reflects net income adjusted for the following items:
•
Acquisition-related charges
. Acquisition-related charges include in-process research and development charges,
charges related to discontinued research and development projects for product technologies that were made redundant by
an acquisition, inventory fair value purchase accounting adjustments, and impairments to existing intangible assets in
connection with a subsequent acquisition. Inventory fair value purchase accounting adjustments consist of the increase
to cost of goods sold that occur as a result of expensing the "step up" in the fair value of inventory that we
purchased in connection with acquisitions as that inventory is sold during the financial period. Although recurring
given the ongoing character of our acquisition program, these acquisition-related charges are not factored into the
evaluation of our performance by management after completion of acquisitions because they are of a temporary nature,
they are not related to our core operating performance and the frequency and amount of such charges vary significantly
based on the timing and magnitude of our acquisition transactions as well as the level of inventory on hand at the time
of acquisition.
•
Facility consolidation, manufacturing and distribution transfer and system integration charges
. These
charges, which include employee termination and other costs associated with exit or disposal activities, costs related
to transferring manufacturing and/or distribution activities to different locations, and costs associated with the
worldwide implementation of a single enterprise resource planning system, result from rationalizing and enhancing our
existing manufacturing, distribution and administrative infrastructure. Many of these cost-saving and efficiency-driven
activities are identified as opportunities in connection with acquisitions that provide the Company with additional
capacity or economies of scale. Although recurring in nature given management's ongoing review of the efficiency of our
manufacturing, distribution and administrative facilities and operations, management excludes these items when
evaluating the operating performance of the Company because the frequency and amount of such charges vary significantly
based on the timing and magnitude of the Company's rationalization activities and are, in some cases, dependent upon
opportunities identified in acquisitions, which also vary in frequency and magnitude.
•
Employee termination and related costs
. Employee termination and related costs consist of charges related to
significant reductions in force that are not initiated in connection with facility consolidations or manufacturing
transfers and senior management level terminations. Management excludes these items when evaluating the Company's
operating performance because these amounts do not affect our core operations and because of the infrequent and/or
large-scale nature of these activities.
•
Charges associated with discontinued or withdrawn product lines
. This represents charges taken and reductions
in revenue recorded in connection with product lines that the Company discontinues or withdraws. Management excludes
this item when evaluating the Company's operating performance because of the infrequent nature of this activity.
•
Charges related to restructuring our European subsidiaries.
These charges include levies and fees paid to
government authorities, as well as legal, tax, accounting and consulting fees incurred, directly as a result of
European subsidiary reorganizations and transfers of business assets between these legal entities. The benefit of the
add-back of any incremental income tax provisions directly related to such restructuring activities is included in
"Income tax expense (benefit) and the cumulative impact of changes in income tax rates" line below. Management excludes
this item when evaluating the Company's operating performance because of the infrequent nature of this activity.
•
Intangible asset impairment charges.
This represents impairment charges recorded against various intangible
assets, including completed or core technology, customer relationships, and tradenames. Such impairments result
primarily from management decisions to discontinue or significantly reduce promoting certain product lines or
tradenames, the inability to incorporate existing product technologies into product development programs, and other
circumstances. Management excludes this item when evaluating the Company's operating performance because of the infrequent and non-cash nature of
this activity.
•
Incremental professional and bank fees related to the delay in the filing of our 2007 Annual Report on Form
10-K.
These charges include incremental fees directly related to the late completion of the audit and filing of our
Annual Report on Form 10-K for the year ended 2007, including audit fee overruns from our independent registered
accounting firm, fees for legal advice and consultations with our external counsel, and fees paid to various banks in
connection with obtaining waivers to certain non-financial debt covenants. Management excludes these items when
evaluating the Company's operating performance because such incremental amounts are not expected to be incurred to the
same magnitude subsequent to the completion of our 2007 audit.
•
Charge relating to the grant of restricted stock units in connection with the extension of the term of the CEO's
employment agreement.
This charge was recognized in the third quarter of 2008 upon the grant of restricted stock
units that were vested at the time of the grant on August 6, 2008. Management excludes this item when evaluating the
Company's operating performance because of the infrequent nature of this item.
•
Non-cash
interest expense relating to the application of FSP ABP 14-1
. Management excludes this item when
evaluating the Company's operating performance because of the non-cash nature of this activity and because it resulted
from a change in accounting principles that were not applicable at the time the Company's convertible notes were
issued.
•
Income tax expense (benefit), cumulative impact of changes in income tax rates and certain other infrequently
occurring items that affected the reported income tax rate for quarter and year-to-date periods.
Income tax expense
is adjusted by (i) the amount of additional tax expense or benefit that the Company estimates that it would record if
it used non-GAAP results instead of GAAP results in the calculation of its tax provision, based on the statutory rate
applicable to jurisdictions in which such non-GAAP adjustments relate, (ii) reductions related to incremental income
tax provisions directly related to our European subsidiary restructuring activities, (iii) eliminating the cumulative
impact on prior quarters of changes in statutory income tax rates during the year, (iv) penalties, interest, and
settlements with government tax authorities related to prior tax
periods and (v) other infrequently occurring tax charges.
Adjusted net income and adjusted earnings per diluted share are not calculated in accordance with GAAP, and should be
considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance
with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs or benefits
associated with the operations of the Company's business as determined in accordance with GAAP. As a result, you should
not consider these measures in isolation or as a substitute for analysis of the Company's results as reported under
GAAP. The Company expects to continue to acquire businesses and product lines and to incur expenses of a nature similar
to some of the non-GAAP adjustments described above, and exclusion of these items from its adjusted net income should
not be construed as an inference that all of these items are unusual, infrequent or non-recurring. Some of the
limitations in relying on adjusted net income and adjusted earnings per diluted share are:
•
The Company periodically acquires other companies or businesses, and we expect to continue to incur
acquisition-related expenses and charges in the future. These costs can directly impact the amount of the Company's
available funds or could include costs for aborted deals which may be significant and reduce GAAP net income.
•
All of the adjustments to net income have been tax affected at the Company's actual tax rates. Depending on the
nature of the adjustments and the tax treatment of the underlying items, the effective tax rate related to adjusted net
income could differ significantly from the effective tax rate related to GAAP net income.
ITEM 7.01 REGULATION FD DISCLOSURE
Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Statement issued by the
Company on January 28, 2009.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1
Statement dated January 28, 2009 on Initial Guidance on the Impact of Financial Accounting Standards Board issued
Staff Position No. APB 14-1
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: January 28, 2009
By:
/s/ John B. Henneman, III
John B. Henneman, III
Title:
Executive Vice President,
Finance and Administration,
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
Description
99.1
Statement dated January 28, 2009 on Initial Guidance on the Impact of
Financial Accounting Standards Board issued Staff Position No. APB 14-1