Current Report — Form 8-K Filing Table of Contents
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (i609) i275-0500
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Exchange on Which Registered
iCommon
Stock, Par Value $.01 Per Share
iIART
iNasdaq Global Select Market
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On January 20, 2021, Integra LifeSciences Holdings Corporation (the “Company”) issued a press release announcing the completion of its acquisition ofACell, Inc. (“ACell”) through a merger of ILS Ocean 12-20
Corp. (the “Merger Sub”), a wholly-owned subsidiary of the Company, with and into ACell on January 20, 2021(the “Merger”), with ACell, Inc. continuing as the surviving corporation in the Merger.The Company had previously reported the signing of the Merger Agreement relating to the Merger on December 16, 2020.The January 20, 2021press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Forward-Looking Statements
These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise. This Current Report on Form 8-K contains forward-looking statements, including statements about our current and future performance, within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, and reflect the Company's judgment as of the date of this Current Report on Form 8-K. Forward-looking statements include, but are not limited to, those that include words such as “estimate,”“will,”“plan,”“should,”“expect,”“continue,” and “forecast.” Forward-looking statements also include, but are not limited to,
statements concerning the Merger and future financial performance, including projections for revenues. It is important to note that the Company’s goals and expectations are not predictions of actual performance. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. Such risks and uncertainties include, but are not limited to, risk factors and uncertainties identified under the heading “Risk Factors” included in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and information contained in subsequent filings with the Securities and Exchange Commission.
These
forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
