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<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): March 2, 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>

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    <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>
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    <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>
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    <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>
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    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(609) 275-0500</B>


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    <TD nowrap style="border-bottom: 1px solid #000000"><B>Not Applicable<BR></B></TD>
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    <TD nowrap>(Former name or former address if changed since last report.)</TD>
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<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>


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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On March&nbsp;2, 2009, Integra LifeSciences Holdings Corporation (the &#147;Company&#148;) issued a press release
announcing financial results for the quarter and year ended December&nbsp;31, 2008 (the &#147;Press
Release&#148;). A copy of the Press Release is attached as Exhibit&nbsp;99.1 to this Current Report on Form
8-K and is incorporated by reference into this Item. In the financial statements portion of the
Press Release, the Company has included a reconciliation of GAAP reported revenues to adjusted
revenues for the quarter and year ended December&nbsp;31, 2008, and GAAP net income to adjusted net
income and GAAP earnings per diluted share to adjusted earnings per diluted share used by
management for the quarters and years ended December&nbsp;31, 2008 and 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The information contained in Item&nbsp;2.02 of this Current Report on Form 8-K (including the Press
Release and selected historical financial information) 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 Press Release 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.
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In addition to our GAAP results, we provide adjusted revenues, adjusted net income and adjusted
earnings per diluted share. Adjusted revenues consists of growth in total revenues excluding the
effects of changes in currency exchange rates in the current quarter as compared to the prior year
quarter. 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 our European
subsidiaries, (vi)&nbsp;charges related to litigation matters or disputes, (vii)&nbsp;intangible asset
impairment charges, (viii)&nbsp;incremental professional and bank fees related to the delayed closing of
financial statements, (ix)&nbsp;charges recorded in connection with terminating defined benefit pension
plans, (x)&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, (xi)&nbsp;non-cash interest expense related to the
application of Financial Accounting Standards Board Staff Position No.&nbsp;APB 14-1, Accounting for
Convertible Debt Instruments that May be Settled in Cash Upon Conversion (&#147;FSP APB 14-1&#148;), (xii)
the income tax expense/benefit related to these adjustments, (xiii)&nbsp;quarterly adjustments to income
tax expense/benefit related to the cumulative impact of changes in estimated tax rates and certain
infrequently occurring items and (xiv)&nbsp;income tax expenses or gains related to restructuring our
European subsidiaries. Adjusted earnings per diluted share are calculated by dividing adjusted net
income for earnings per diluted share by adjusted diluted weighted average shares outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Company believes that the presentation of adjusted revenues, 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 revenues,
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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Adjusted revenues, adjusted net income and adjusted earnings per diluted share are significant
measures used by management for purposes of:
</DIV>

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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
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    <TD>supplementing the financial results and forecasts reported to the Company&#146;s board of directors;</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>evaluating, managing and benchmarking the operating performance of the Company;</TD>
</TR>

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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>establishing internal operating budgets;</TD>
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    <TD>&nbsp;</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>determining compensation under bonus or other incentive programs;</TD>
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    <TD>&nbsp;</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enhancing comparability from period to period;</TD>
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    <TD>&nbsp;</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>comparing performance with internal forecasts and targeted business models; and</TD>
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    <TD>&nbsp;</TD>
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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>evaluating and valuing potential acquisition candidates.</TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The measure of adjusted revenues that we report reflects the growth in total revenues for the
quarter and year ended December&nbsp;31, 2008 adjusted for the effects of currency exchange rates on
current period revenues. We provide this measure because changes in foreign currency exchange
rates can distort our revenue growth favorably or unfavorably, depending upon the strength of the
U.S. dollar in relation to the various foreign currencies in which we generate revenues. We
generate significant revenues outside the United States in multiple foreign currencies including
euros, British pounds, Swiss francs, Canadian dollars, Japanese yen and Australian dollars. We
believe this measure provides useful information to determine the success of our international
selling organizations in increasing sales of products in their local currencies without regard to
fluctuations in currency exchanges rates, for which we have no control over..
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Adjusted net income reflects net income adjusted for the following items:
</DIV>

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    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><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.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><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.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><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.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><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 or because many such product
discontinuations are related to recent acquisitions.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Charges related to restructuring our European subsidiaries.</U> These amounts represent
charges recorded in operating or non-operating expenses such as levies and fees paid to government
authorities, and legal, tax, accounting and consulting fees
incurred directly as a result of reorganizing our European subsidiaries and transfers of business
assets between these legal entities. Management excludes this item when evaluating the Company&#146;s
operating performance because of the infrequent nature of this activity.</TD>
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    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
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    <TD><U>Charges related to litigation matters or disputes</U>. These charges include estimated
losses or actual settlements and judgments against the Company related to litigation, disputes or
other similar matters. Management excludes these items when evaluating Integra&#146;s operating
performance because of the infrequent nature of these matters.</TD>
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    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><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.</TD>
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    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Incremental professional and bank fees related to the delayed closing of financial
statements.</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 again.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Charges recorded in connection with terminating defined benefit pension plans</U>. This
charge represents the expense relating to the termination of defined benefit pension plans of our
subsidiaries. Management excludes this item when evaluating the Company&#146;s operating performance
because of the infrequent and/or large scale nature of this item.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><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
6, 2008. Management excludes this item when evaluating the Company&#146;s operating performance because
of the infrequent and non-cash nature of this item.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Non-cash interest expense related to the application of FSP APB 14-1.</U> FSP APB 14-1,
which the Company adopted on January&nbsp;1, 2009, requires separate accounting for the liability and
equity components of the Company&#146;s convertible debt instruments, which may be settled in cash upon
conversion, in a manner that reflects an applicable nonconvertible debt borrowing rate at the time
that we issued such convertible debt instruments. 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 such
convertible notes were issued.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Income tax expense (benefit)&nbsp;related to the above adjustments.</U> Income tax expense is
adjusted by 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 the above non-GAAP
adjustments relate.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Quarterly adjustments to income tax expense/benefit related to the cumulative impact of
changes in estimated tax rates and certain infrequently occurring items.</U> Income tax expense in
the current quarter is adjusted by the cumulative impacts in that quarter of changes in income tax
rates (statutory and estimated effective tax rates) and certain other infrequently occurring items
(such as penalties, interest, and settlements with government tax authorities) that relate to prior
periods. Management excludes this item when evaluating the Company&#146;s current quarter operating
performance because the cumulative impact in the current quarter of these items applies to prior
periods and thus distorts the Company&#146;s adjusted income tax rate in the current quarter. The
year-to-date adjusted net income and adjusted diluted earnings per share amounts are not adjusted
by this item, as the cumulative impacts are properly reflected in the year-to-date adjusted
results.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Income tax expenses or gains related to restructuring our European subsidiaries.</U> Income
tax expense is adjusted by incremental tax provisions or benefits recorded directly as a result of
reorganizing our European subsidiaries and transfers of
business assets between these legal entities. Management excludes this item when evaluating the
Company&#146;s operating performance because of the infrequent nature of this activity.</TD>
</TR>

</TABLE>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Adjusted revenues, 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 revenues, 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 revenues and adjusted net income should not
be construed as an inference that all of these revenue adjustments or costs are unusual, infrequent
or non-recurring. Some of the limitations in relying on adjusted revenues, adjusted net income and
adjusted earnings per diluted share are:
</DIV>

<DIV style="margin-top: 10pt">
<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"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 expenses related to transaction costs for
deals which may be significant and reduce GAAP net income.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In the financial statements portion of the Press Release, the Company has included a reconciliation
of GAAP reported revenues to adjusted revenues for the quarter and year ended December&nbsp;31, 2008,
and GAAP net income to adjusted net income and GAAP earnings per diluted share to adjusted earnings
per diluted share used by management for the quarters and years ended December&nbsp;31, 2008 and 2007.
Also included are reconciliations for future periods.
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Attached as Exhibit&nbsp;99.1, and incorporated into this Item&nbsp;7.01 by reference, is the Press Release
issued on March&nbsp;2, 2009 by the Company.
</DIV>

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


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

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="4%">&nbsp;</TD>
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    <TD width="92%">&nbsp;</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">Press release with attachments, dated March&nbsp;2, 2009, issued by Integra LifeSciences Holdings Corporation</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

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

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</DIV>

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<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">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 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>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD width="10%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><FONT style="white-space: nowrap">INTEGRA LIFESCIENCES HOLDINGS CORPORATION</FONT><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: March 2, 2009&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ John B. Henneman, III
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">John B. Henneman, III&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Executive Vice President,<BR>Finance and Administration,<BR>and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

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

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</DIV>

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

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT INDEX</B>
</DIV>

<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>
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    <TD width="88%">&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">Press Release, dated March&nbsp;2, 2009, issued by Integra LifeSciences Holdings Corporation.</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

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</HTML>
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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): March 2, 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 March 2, 2009, Integra LifeSciences Holdings Corporation (the "Company") issued a press release
announcing financial results for the quarter and year ended December 31, 2008 (the "Press
Release"). A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference into this Item. In the financial statements portion of the
Press Release, the Company has included a reconciliation of GAAP reported revenues to adjusted
revenues for the quarter and year ended December 31, 2008, and GAAP net income to adjusted net
income and GAAP earnings per diluted share to adjusted earnings per diluted share used by
management for the quarters and years ended December 31, 2008 and 2007.
The information contained in Item 2.02 of this Current Report on Form 8-K (including the Press
Release and selected historical financial information) 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 Press Release 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 revenues, adjusted net income and adjusted
earnings per diluted share. Adjusted revenues consists of growth in total revenues excluding the
effects of changes in currency exchange rates in the current quarter as compared to the prior year
quarter. 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 our European
subsidiaries, (vi) charges related to litigation matters or disputes, (vii) intangible asset
impairment charges, (viii) incremental professional and bank fees related to the delayed closing of
financial statements, (ix) charges recorded in connection with terminating defined benefit pension
plans, (x) charges relating to the grant of restricted stock units in connection with the extension
of the term of the CEO's employment agreement, (xi) non-cash interest expense related to the
application of Financial Accounting Standards Board Staff Position No. APB 14-1, Accounting for
Convertible Debt Instruments that May be Settled in Cash Upon Conversion ("FSP APB 14-1"), (xii)
the income tax expense/benefit related to these adjustments, (xiii) quarterly adjustments to income
tax expense/benefit related to the cumulative impact of changes in estimated tax rates and certain
infrequently occurring items and (xiv) income tax expenses or gains related to restructuring our
European subsidiaries. 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 revenues, 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 revenues,
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 revenues, 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.
The measure of adjusted revenues that we report reflects the growth in total revenues for the
quarter and year ended December 31, 2008 adjusted for the effects of currency exchange rates on
current period revenues. We provide this measure because changes in foreign currency exchange
rates can distort our revenue growth favorably or unfavorably, depending upon the strength of the
U.S. dollar in relation to the various foreign currencies in which we generate revenues. We
generate significant revenues outside the United States in multiple foreign currencies including
euros, British pounds, Swiss francs, Canadian dollars, Japanese yen and Australian dollars. We
believe this measure provides useful information to determine the success of our international
selling organizations in increasing sales of products in their local currencies without regard to
fluctuations in currency exchanges rates, for which we have no control over..
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 or because many such product
discontinuations are related to recent acquisitions.
•
Charges related to restructuring our European subsidiaries.
These amounts represent
charges recorded in operating or non-operating expenses such as levies and fees paid to government
authorities, and legal, tax, accounting and consulting fees
incurred directly as a result of reorganizing our European subsidiaries and transfers of business
assets between these legal entities. Management excludes this item when evaluating the Company's
operating performance because of the infrequent nature of this activity.
•
Charges related to litigation matters or disputes
. These charges include estimated
losses or actual settlements and judgments against the Company related to litigation, disputes or
other similar matters. Management excludes these items when evaluating Integra's operating
performance because of the infrequent nature of these matters.
•
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 delayed closing of financial
statements.
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 again.
•
Charges recorded in connection with terminating defined benefit pension plans
. This
charge represents the expense relating to the termination of defined benefit pension plans of our
subsidiaries. Management excludes this item when evaluating the Company's operating performance
because of the infrequent and/or large scale nature of this item.
•
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 and non-cash nature of this item.
•
Non-cash interest expense related to the application of FSP APB 14-1.
FSP APB 14-1,
which the Company adopted on January 1, 2009, requires separate accounting for the liability and
equity components of the Company's convertible debt instruments, which may be settled in cash upon
conversion, in a manner that reflects an applicable nonconvertible debt borrowing rate at the time
that we issued such convertible debt instruments. 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 such
convertible notes were issued.
•
Income tax expense (benefit) related to the above adjustments.
Income tax expense is
adjusted by 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 the above non-GAAP
adjustments relate.
•
Quarterly adjustments to income tax expense/benefit related to the cumulative impact of
changes in estimated tax rates and certain infrequently occurring items.
Income tax expense in
the current quarter is adjusted by the cumulative impacts in that quarter of changes in income tax
rates (statutory and estimated effective tax rates) and certain other infrequently occurring items
(such as penalties, interest, and settlements with government tax authorities) that relate to prior
periods. Management excludes this item when evaluating the Company's current quarter operating
performance because the cumulative impact in the current quarter of these items applies to prior
periods and thus distorts the Company's adjusted income tax rate in the current quarter. The
year-to-date adjusted net income and adjusted diluted earnings per share amounts are not adjusted
by this item, as the cumulative impacts are properly reflected in the year-to-date adjusted
results.
•
Income tax expenses or gains related to restructuring our European subsidiaries.
Income
tax expense is adjusted by incremental tax provisions or benefits recorded directly as a result of
reorganizing our European subsidiaries and transfers of
business assets between these legal entities. Management excludes this item when evaluating the
Company's operating performance because of the infrequent nature of this activity.
Adjusted revenues, 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 revenues, 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 revenues and adjusted net income should not
be construed as an inference that all of these revenue adjustments or costs are unusual, infrequent
or non-recurring. Some of the limitations in relying on adjusted revenues, 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 expenses related to transaction costs for
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.
In the financial statements portion of the Press Release, the Company has included a reconciliation
of GAAP reported revenues to adjusted revenues for the quarter and year ended December 31, 2008,
and GAAP net income to adjusted net income and GAAP earnings per diluted share to adjusted earnings
per diluted share used by management for the quarters and years ended December 31, 2008 and 2007.
Also included are reconciliations for future periods.
ITEM 7.01 REGULATION FD DISCLOSURE
Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Press Release
issued on March 2, 2009 by the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1
Press release with attachments, dated March 2, 2009, issued by Integra LifeSciences Holdings Corporation
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: March 2, 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
Press Release, dated March 2, 2009, issued by Integra LifeSciences Holdings Corporation.