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

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

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

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest event reported): November 7, 2008</B>

<P style="font-size: 20pt" align="center"><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: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>0-26224</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>51-0317849</B></TD>
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 <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>
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  <TD style="border-bottom: #000000 1px solid"><B>311 Enterprise Drive<BR>
Plainsboro, NJ <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>08536</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number, including area code: <B>(609)
275-0500</B>
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  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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 style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT face="Wingdings">o</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">o</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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<P style="display: none; font-size: 10pt" align="center">1
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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 November&nbsp;7, 2008, Integra LifeSciences Holdings Corporation (the &#147;Company&#148;) issued a press
release announcing financial results for the quarter ended September&nbsp;30, 2008 (the &#147;Earnings Press
Release&#148;). A copy of the Earnings 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 Earnings Press Release, the Company has included a reconciliation of GAAP net (loss)/income to
adjusted net income and GAAP (loss)/earnings per diluted share to adjusted earnings per diluted
share used by management for the quarters ended September&nbsp;30, 2008 and 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Beginning with the quarter ended September&nbsp;30, 2008, the Company will present its revenues in three
categories: Integra NeuroSciences, Integra Orthopedics and Integra Medical Instruments. On November
7, 2008, the Company included a breakout of historical revenues in these three categories in the
&#147;Events and Presentations&#148; page of the Investor Relations section of our website, a copy of which
is attached as Exhibit&nbsp;99.2 to this Current Report on Form 8-K. These categories have been chosen
to better reflect the markets into which our products are sold and replace the previously reported
revenue categories.
</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 Earning
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 Earnings Press Release and
selected historical financial information 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 the following two measures: (i)&nbsp;growth
in total revenues excluding product lines acquired after the second quarter 2007 and (ii)&nbsp;growth in
total revenues excluding eliminated products lines distributed for third parties and recently
acquired product lines. Adjusted net income consists of net income, excluding (i)
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, (vi)&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 and (ix)&nbsp;the income tax expense/benefit related to these adjustments and
the cumulative impact of changes in tax rates. Adjusted earnings per diluted share are calculated
by dividing adjusted net income for earnings per diluted share by adjusted diluted weighted average
shares outstanding. Because the Company reported a GAAP net loss in the third quarter of 2008, the
calculation of GAAP diluted weighted average shares outstanding excludes the effects of stock
options and unvested restricted stock, as the effect of these equity awards would be anti-dilutive.
The Company includes the dilutive effects of these equity awards in the calculation of adjusted
diluted weighted average shares outstanding used to calculate adjusted earnings per diluted share
because their effects are dilutive in relation to adjusted net income.
</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 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>
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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 significant
measures used by management for purposes of:
</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="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <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>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <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>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <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>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <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>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <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>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <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>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <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>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The two measures of adjusted revenues that we report reflect total revenues adjusted for the
following items:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<U>Product lines acquired after the second quarter of 2007.</U> We provide a calculation of
revenue growth excluding product lines acquired since the end of the quarterly reporting period
ended one year prior to the beginning of the current quarterly period. Although our disciplined
acquisition program is an important driver of growth and profitability, the revenue growth in our
existing product lines (i.e., those not acquired within the last year) is an important factor in
management&#146;s evaluation of our operating performance. This measure provides useful information to
determine the success of our selling organizations in growing the existing business without the
benefit of acquisitions and assists management in the allocation of resources.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<U>Eliminated product lines distributed for third parties. </U> We provide a calculation of
revenue growth excluding product lines distributed for third parties that have been eliminated
since the end of the quarterly reporting period ended one year prior to the beginning of the
current quarterly period. Our core business is focused on developing, manufacturing and marketing
products developed internally or acquired. This approach aims to increase the gross margin on our
revenues, which is one of our primary operating objectives. Because we do not own the rights to
the products distributed for third parties, the gross margins on these products are generally lower
than those earned on products that we develop internally or acquire. In addition, our ability to
retain distribution rights to the distributed products over the long term is highly dependent upon
the third party. For these reasons, we exclude the impact on revenue growth of distributed
products that have been eliminated within the past year when evaluating our operating performance
because this measure provides useful information to determine the success of our selling
organizations in growing the core business.
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<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 and inventory fair value purchase
accounting adjustments. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<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.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<U>Charges related to restructuring our European subsidiaries.</U> These charges include levies
and fees paid to government authorities 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&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 nature of this activity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<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 nature of this item.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;<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 the quarter and
year-to-date period.</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)
eliminating the cumulative impact in the current quarter of changes in actual statutory income tax
rates and changes in the estimated effective income tax rates during the year, (iv)&nbsp;penalties,
interest, and settlements with government tax authorities related to prior tax periods and (v)
other infrequently occurring tax charges.
</DIV>

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

<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 align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;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. Additionally, excluding recently acquired products from
the calculation of adjusted revenues can understate the Company&#146;s actual revenue growth rate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>&#149;</B>&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In the financial statements portion of the Earnings Press Release, the Company has included a
reconciliation of GAAP net (loss)/income to adjusted net income and GAAP (loss)/earnings per
diluted share to adjusted earnings per diluted share used by management for the quarters ended
September&nbsp;30, 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 Earnings Press
Release issued on November&nbsp;7, 2008 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 valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Earnings Press Release with attachments, dated November&nbsp;7, 2008, issued by Integra
LifeSciences Holdings Corporation</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></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">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Selected historical financial information</TD>
</TR>
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</DIV>


<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>

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<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">INTEGRA LIFESCIENCES HOLDINGS CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: November 7, 2008&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,
Finance and Administration,
and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

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

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    <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>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Earnings Press Release with attachments, dated November&nbsp;7, 2008, issued by
Integra LifeSciences Holdings Corporation.</TD>
</TR>
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<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Selected Historical Financial Information</TD>
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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): November 7, 2008
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 November 7, 2008, Integra LifeSciences Holdings Corporation (the "Company") issued a press
release announcing financial results for the quarter ended September 30, 2008 (the "Earnings Press
Release"). A copy of the Earnings 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 Earnings Press Release, the Company has included a reconciliation of GAAP net (loss)/income to
adjusted net income and GAAP (loss)/earnings per diluted share to adjusted earnings per diluted
share used by management for the quarters ended September 30, 2008 and 2007.
Beginning with the quarter ended September 30, 2008, the Company will present its revenues in three
categories: Integra NeuroSciences, Integra Orthopedics and Integra Medical Instruments. On November
7, 2008, the Company included a breakout of historical revenues in these three categories in the
"Events and Presentations" page of the Investor Relations section of our website, a copy of which
is attached as Exhibit 99.2 to this Current Report on Form 8-K. These categories have been chosen
to better reflect the markets into which our products are sold and replace the previously reported
revenue categories.
The information contained in Item 2.02 of this Current Report on Form 8-K (including the Earning
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 Earnings Press Release and
selected historical financial information 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 the following two measures: (i) growth
in total revenues excluding product lines acquired after the second quarter 2007 and (ii) growth in
total revenues excluding eliminated products lines distributed for third parties and recently
acquired product lines. 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, (vi) 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 and (ix) the income tax expense/benefit related to these adjustments and
the cumulative impact of changes in tax rates. Adjusted earnings per diluted share are calculated
by dividing adjusted net income for earnings per diluted share by adjusted diluted weighted average
shares outstanding. Because the Company reported a GAAP net loss in the third quarter of 2008, the
calculation of GAAP diluted weighted average shares outstanding excludes the effects of stock
options and unvested restricted stock, as the effect of these equity awards would be anti-dilutive.
The Company includes the dilutive effects of these equity awards in the calculation of adjusted
diluted weighted average shares outstanding used to calculate adjusted earnings per diluted share
because their effects are dilutive in relation to adjusted net income.
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 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 two measures of adjusted revenues that we report reflect total revenues adjusted for the
following items:
•
Product lines acquired after the second quarter of 2007.
We provide a calculation of
revenue growth excluding product lines acquired since the end of the quarterly reporting period
ended one year prior to the beginning of the current quarterly period. Although our disciplined
acquisition program is an important driver of growth and profitability, the revenue growth in our
existing product lines (i.e., those not acquired within the last year) is an important factor in
management's evaluation of our operating performance. This measure provides useful information to
determine the success of our selling organizations in growing the existing business without the
benefit of acquisitions and assists management in the allocation of resources.
•
Eliminated product lines distributed for third parties.
We provide a calculation of
revenue growth excluding product lines distributed for third parties that have been eliminated
since the end of the quarterly reporting period ended one year prior to the beginning of the
current quarterly period. Our core business is focused on developing, manufacturing and marketing
products developed internally or acquired. This approach aims to increase the gross margin on our
revenues, which is one of our primary operating objectives. Because we do not own the rights to
the products distributed for third parties, the gross margins on these products are generally lower
than those earned on products that we develop internally or acquire. In addition, our ability to
retain distribution rights to the distributed products over the long term is highly dependent upon
the third party. For these reasons, we exclude the impact on revenue growth of distributed
products that have been eliminated within the past year when evaluating our operating performance
because this measure provides useful information to determine the success of our selling
organizations in growing the core business.
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 and inventory fair value purchase
accounting adjustments. 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 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 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.
•
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 the quarter and
year-to-date period.
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 in the current quarter of changes in actual statutory income tax
rates and changes in the estimated effective 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 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 costs for aborted deals which may be
significant and reduce GAAP net income. Additionally, excluding recently acquired products from
the calculation of adjusted revenues can understate the Company's actual revenue growth rate.
•
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 Earnings Press Release, the Company has included a
reconciliation of GAAP net (loss)/income to adjusted net income and GAAP (loss)/earnings per
diluted share to adjusted earnings per diluted share used by management for the quarters ended
September 30, 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 Earnings Press
Release issued on November 7, 2008 by the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1
Earnings Press Release with attachments, dated November 7, 2008, issued by Integra
LifeSciences Holdings Corporation
99.2
Selected historical financial information
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: November 7, 2008
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
Earnings Press Release with attachments, dated November 7, 2008, issued by
Integra LifeSciences Holdings Corporation.
99.2
Selected Historical Financial Information