File pursuant to Rule 424(b)(7)
Registration No. 333-146187
PROSPECTUS SUPPLEMENT NO. 2
(To prospectus dated September 19, 2007)
2,539,928 Shares
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Common Stock
This prospectus supplement no. 2, which supplements the prospectus
dated September 19, 2007 and filed by us on September 20, 2007 (as amended by
prospectus supplement no. 1 dated December 14, 2007), relates to the resale from
time to time by selling stockholders of the shares of common stock that may be
issued to them upon the conversion of our 2.375% Senior Convertible Notes due
2012.
You should read this prospectus supplement no. 2 in conjunction with
the related prospectus and prospectus supplement no. 1, which should be
delivered in conjunction with this prospectus supplement no. 2. This prospectus
supplement no. 2 is not complete without, and may not be delivered or used
except in conjunction with the prospectus, including prospectus supplement no. 1
and any amendments or other supplements to the prospectus. This prospectus
supplement no. 2 is qualified by reference to the prospectus and prospectus
supplement no. 1, except to the extent that the information provided by this
prospectus supplement no. 2 supersedes information contained in the prospectus
and prospectus supplement no. 1.
You should read and rely only on the information contained in this
prospectus supplement no. 2 and the related prospectus and prospectus supplement
no. 1, together with additional information described on page 34 of the related
prospectus under the heading "Where You Can Find More Information and
Incorporation by Reference." Neither we nor the selling stockholders have
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it.
Neither we nor the selling stockholders are making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information contained or incorporated by reference in
this prospectus supplement no. 2 or the related prospectus and prospectus
supplement no. 1 is accurate only as of the dates of the documents containing
the information.
Investing in our common stock involves risks. See "Risk Factors"
beginning on page 5 of the related prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement no. 2 and the related
prospectus and prospectus supplement no. 1. Any representation to the contrary
is a criminal offense.
THIS PROSPECTUS SUPPLEMENT NO. 2 IS DATED MARCH 13, 2008.
SELLING STOCKHOLDERS
The information appearing in the table below with respect to the
selling stockholders named therein supplements and supersedes the information
with respect to such selling stockholders in the table appearing under the
heading "Selling Stockholders" in the related prospectus dated September 19,
2007 and filed on September 20, 2007 and prospectus supplement no. 1. The
information is based solely on information provided to us by or on behalf of the
selling stockholders on or prior to March 12, 2008 in Selling Securityholder
Notices and Questionnaires.
The number of shares of our common stock issuable upon the conversion
of the notes shown in the table below assumes conversion of the full amount of
notes held by each selling stockholder at the initial conversion rate of 15.3935
shares of our common stock per $1,000 principal amount of notes and a cash
payment in lieu of any fractional share, which rate is subject to adjustment
upon the occurrence of certain events. Accordingly, the number of shares of our
common stock issued upon the conversion of the notes may increase or decrease
from time to time. The selling stockholders may offer all, some or none of the
shares of our common stock that we may issue upon the conversion of the notes.
Therefore, we cannot estimate the number of shares of our common stock that will
be held by the selling stockholders upon consummation of any of these sales. The
number of shares of our common stock owned by the other selling stockholders or
any future transferee from any such holder assumes that they do not beneficially
own any shares of common stock other than the common stock that we may issue to
them upon the conversion of the notes. In addition, the selling stockholders
identified below may have acquired, sold, transferred or otherwise disposed of,
in transactions exempt from the registration requirements of the Securities Act,
all or a portion of their notes or shares of our common stock since the date on
which they provided the information regarding their notes and therefore the
aggregate number of shares set forth in the table below may exceed the number of
shares actually issuable upon conversion of the notes.
Based upon information provided by the selling stockholders, none of
the selling stockholders or their affiliates has, or within the past three years
has had, any material relationship with us or any of our predecessors or
affiliates, except as disclosed below.
Principal
Amount of Number of Number of
Notes Owned Shares Shares Percentage of
Prior to Beneficially Number of Beneficially Shares
Offering (in Owned Prior to Shares Being Owned After Outstanding
Name of Selling Stockholder U.S. dollars) Offering (1) Offered Offering (2) (2)(3)
Alcon Laboratories 303,000 4,664 4,664 -- *
Allstate Insurance Company (4) 1,000,000 26,293 15,393 10,900 *
Bank of America Pension Plan 1,150,000 17,702 17,702 -- *
CALAMOS Market Neutral Income Fund -
CALAMOS Investment Trust 5,000,000 76,967 76,967 -- *
Deeprock & Co. 150,000 2,309 2,309 -- *
Equity Overlay Fund, LLC 150,000 2,309 2,309 -- *
Highbridge Convertible Arbitrage
Master Fund L.P. (5) 6,000,000 92,361 92,361 -- *
Highbridge International LLC (5) 31,800,000 489,513 489,513 -- *
Institutional Benchmark Series
(Master Feeder) Ltd., in respect of
Camden Convertible Arbitrage Series 450,000 6,927 6,927 -- *
John Deere Pension Trust 300,000 4,618 4,618 -- *
KBC Financial Products USA Inc. (6) 2,000,000 30,787 30,787 -- *
Occidental Petroleum Corporation 217,000 3,340 3,340 -- *
Peoples Benefit Life Insurance
Company Teamsters 1,950,000 30,017 30,017 -- *
Redbourn Partners Ltd. 5,500,000 84,664 84,664 -- *
Retail Clerks Pension Trust # 1 550,000 8,466 8,466 -- *
Retail Clerks Pension Trust # 2 300,000 4,618 4,618 -- *
San Francisco City & County ERS 688,000 10,590 10,590 -- *
* Less than 1%.
(1) Certain of the selling stockholders listed in this table may also own
or be deemed to own shares of the Company's common stock issuable upon
conversion of the 2008 notes and/or the 2010 notes.
(2) The beneficial ownership in this column assumes that the selling
stockholder sells all of the shares offered by this prospectus that are
beneficially owned by the selling stockholder and that prior to the
sale of such shares the selling stockholder does not acquire additional
shares or dispose of shares beneficially owned by the stockholder that
are not being offered pursuant to this prospectus.
(3) The percentage of outstanding shares is based on 26,454,967 shares of
common stock outstanding as of March 6, 2008.
(4) The selling stockholder is a subsidiary of The Allstate Corporation and
is affiliated with the following NASD members: Allstate Distributors,
LLC, 50% of which is owned by a subsidiary of the selling stockholder,
Allstate Life Insurance Company ("ALIC"); ALFS, Inc., a wholly-owned
subsidiary of ALIC; and Allstate Financial Services, LLC, a
wholly-owned subsidiary of ALIC. The selling stockholder certifies that
it acquired the securities in the ordinary course of business, and
that, at the time it acquired the securities, it did not have any
agreements or understandings, direct or indirect, with any person to
distribute the securities. The selling stockholder currently holds
7,100 shares of our common stock and may be deemed to be the beneficial
of another 3,800 shares of such stock held by qualified ERISA plans
maintained by the selling stockholder for the benefit of agents and
employees of the selling stockholder. These shares are not included for
sale under this prospectus. BNY Midwest Trust Company, as trustee for
Agents Pension Plan, holds 800 of such shares. BNY Midwest Trust
Company, as trustee for Allstate Retirement Plan, holds 3,000 of such
shares. Allstate Plans' Master Trust is a trust for certain Agents
Pension Plan and Allstate Retirement Plan investments. BNY Midwest
Trust Company is trustee for the aforementioned trust and holds title
to all of its investments. The investment committees of each of the
aforementioned plans and trust consist of officers of the selling
stockholder. The Allstate Corporation disclaims any interest in
securities held in the aforementioned plans and trust.
(5) Highbridge Capital Management, LLC is the trading manager of the
selling stockholder and has voting control and investment direction
over the securities held by the selling stockholder. Glenn Dubin and
Henry Swieca control Highbridge Capital Management, LLC and have voting
control and investment discretion over the securities held by the
selling stockholder. Each of Highbridge Capital Management, LLC, Glenn
Dubin and Henry Swieca disclaims beneficial ownership of the securities
held by the selling stockholder.
(6) The selling stockholder is a registered broker-dealer and a direct,
wholly-owned subsidiary of KBC Financial Holdings, Inc., which in turn
is a direct, wholly owned subsidiary of KBC Ban N.V., which in turn is
a direct, wholly owned subsidiary of KBC Group N.V., a publicly traded
entity. The selling stockholder certifies that it acquired the
securities in the ordinary course of business, and that, at the time it
acquired the securities, it did not have any agreements or
understandings, direct or indirect, with any person to distribute the
securities.