UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
457985208
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 22, 2006
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 9
CUSIP NO. 457985208 PAGE 2 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 1,380,687
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,380,687
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,687
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
4.9%
14 Type of Reporting Person (See Instructions)
OO; IV
CUSIP NO. 457985208 PAGE 3 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,380,687
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,380,687
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,687
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
4.9%
14 Type of Reporting Person (See Instructions)
PN; IA
CUSIP NO. 457985208 PAGE 4 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,380,687
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,380,687
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,687
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
4.9%
14 Type of Reporting Person (See Instructions)
OO
CUSIP NO. 457985208 PAGE 5 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,380,687
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,380,687
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,380,687
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
4.9%
14 Type of Reporting Person (See Instructions)
OO; IA
CUSIP NO. 457985208 PAGE 6 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 1,745,300
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,745,300
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,745,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
6.2%
14 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 457985208 PAGE 7 OF 10 PAGES
This Amendment No. 11 to Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Integra LifeSciences Holdings
Corporation (the "Issuer"). This Amendment No. 11 supplementally amends the
initial statement on Schedule 13D, dated April 8, 1999, and all amendments
thereto (collectively, the "Initial Statement"), filed by the Reporting Persons.
This Amendment No. 11 is being filed by the Reporting Persons to report a
forthcoming distribution of Shares from QIP (as defined below) to its
shareholders. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management LLC ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC") and
v) Mr. George Soros ("Mr. Soros").
This Statement relates to Shares held for the accounts of QIP and SFM
Domestic Investments LLC ("SFM Domestic Investments"). QIHMI is a minority
shareholder of, and is vested with investment discretion with respect to
portfolio assets held for the account of, QIP. The sole general partner of QIHMI
is QIH Management. SFM LLC is the sole managing member of QIH Management. Mr.
Soros is the Chairman of SFM LLC and the sole managing member of SFM Domestic
Investments.
On December 27, 2002, Mr. Soros appealed a decision of the 11e Chambre du
Tribunal Correctionnel in Paris, France that fined him 2.2 million euros on
December 20, 2002 based on a finding of insider trading with respect to trading
in securities of Societe Generale in 1988. On March 24, 2005, the Paris Court of
Appeal affirmed the decision of the 11e Chambre du Tribunal Correctionnel. Mr.
Soros has filed an appeal at the French Cour de Cassation where the matter is
currently pending. Mr. Soros has elected to provide the foregoing information on
a voluntary basis.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
QIP has determined to distribute to its shareholders, including Quantum
Industrial Holdings, Ltd.("QIH"), all of the Shares of the Issuer that it holds
(other than Shares that may be sold from time to time in routine market
transactions prior to the distribution date), and QIH has determined to make a
simultaneous distribution of the Shares of the Issuer received from QIP to its
shareholders. Such distribution, which is part of a larger distribution of
portfolio assets and proceeds by QIP and QIH, is anticipated to occur in the
second quarter of 2006.
CUSIP NO. 457985208 PAGE 8 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: February 24, 2006 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Jodye M. Anzalotta
------------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------------
Jodye M. Anzalotta
Assistant General Counsel
QIH MANAGEMENT LLC
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
-----------------------------------
Jodye M. Anzalotta
Assistant General Counsel
SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
-----------------------------------
Jodye M. Anzalotta
Assistant General Counsel
GEORGE SOROS
By: /s/ Jodye M. Anzalotta
------------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
CUSIP NO. 457985208 PAGE 9 OF 10 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of February 24, 2006, by and among Quantum
Industrial Partners LDC, QIH Management Investor, L.P., QIH Management LLC,
Soros Fund Management LLC and Mr. George Soros 10
CUSIP NO. 457985208 PAGE 10 OF 10 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 11 to the Schedule 13D with
respect to the Common Stock, $0.01 par value per share of Integra LifeSciences
Holdings Corporation, dated as of February 24, 2006, is, and any amendments
thereto (including amendments on Schedule 13D) signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: February 24, 2006 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Jodye M. Anzalotta
------------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------------
Jodye M. Anzalotta
Assistant General Counsel
QIH MANAGEMENT LLC
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
-----------------------------------
Jodye M. Anzalotta
Assistant General Counsel
SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
-----------------------------------
Jodye M. Anzalotta
Assistant General Counsel
GEORGE SOROS
By: /s/ Jodye M. Anzalotta
------------------------------------
Jodye M. Anzalotta
Attorney-in-Fact