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Form 8-K INTEGRA LIFESCIENCES For: Dec 01

December 5, 2016 8:38 AM EST
    

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): December 1, 2016

INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
0-26224
51-0317849
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



    

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Promotion of Glenn Coleman to Assume Oversight of Internal Business

On December 1, 2016, Integra LifeSciences Holdings Corporation (the “Company”) promoted Glenn Coleman, to assume oversight of the international business, effective December 1, 2016. Mr. Coleman’s oversight of the international business will be in addition to his current role as Corporate Vice President, Chief Financial Officer and Principal Accounting Officer.

Mr. Coleman, age 48, has been Corporate Vice President, Chief Financial Officer and Principal Accounting Officer since 2014. Mr. Coleman has over 25 years in financial management positions with leading global businesses. Prior to joining the Company May 2, 2014, from 2008 to May 2014, Mr. Coleman served as Vice President Finance, Corporate Controller at Curtiss-Wright Corporation, a $2.5 billion global company headquartered in Charlotte, North Carolina that delivers highly-engineered, critical function products and services to the commercial, industrial, defense and energy markets. Prior to joining Curtiss-Wright in 2008, Mr. Coleman worked at Alcatal-Lucent from 1997 to 2007, in various finance executive leadership positions, including Vice President for the Wireless and Wireline Business Groups, Controller for the Americas region, Vice President of Internal Audit and Finance Director of External and Internal Reporting. Mr. Coleman was also instrumental in several significant corporate strategic projects at Alcatel-Lucent, including a multi-billion-dollar restructuring program, spin-off of an $8 billion publicly traded entity, and numerous acquisitions. Prior to that, Mr. Coleman began his career at PricewaterhouseCoopers LLP where he was the lead Senior Manager for a top global account. Mr. Coleman received his B.S. degree from Montclair State University and has also been a CPA in New Jersey for more than 20 years.

There are no familial relationships or related party transactions requiring disclosure under Item 401(d) or Item 404(a), respectively, of Regulation S-K.

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved incentives in connection with Mr. Coleman’s promotion detailed in a summary of the promotion (the “Coleman Promotion”), which became effective December 1, 2016, and provides for, among other things, the following: (i) an increase in Mr. Coleman’s annual base salary from $480,000 to $525,000 effective December 1, 2016, and (ii) a short-term incentive target of seventy-five percent (75%) of his base salary (an increase of 15% ) effective for the 2017 plan year.

In addition, a one-time grant will be made to Mr. Coleman, as soon as administratively possible, of an award valued at $350,000 in the form of stock options as of the grant date of December 1, 2016 (the “Grant Date”) which shall vest on the third anniversary of the Grant Date.

Promotion of Robert T. Davis, Jr. as Corporate Vice President and President, Orthopedics and Tissue Technologies (OTT)

On December 1, 2016, the Company promoted Robert T. Davis, Jr. to serve as Corporate Vice President and President, Orthopedics and Tissue Technologies, effective December 1, 2016.

Mr. Davis, age 58, has more than 25 years of executive management experience in the global healthcare industry. Mr. Davis joined Integra in July 2012 as President of the Global Neurosurgery business, and was appointed Integra's Corporate Vice President in December 2012 and President - Specialty Surgical Solutions in 2014. Prior to joining Integra, Mr. Davis was the General Manager for the Global Anesthesia & Critical Care business at Baxter Healthcare, from 2009 to 2012, and held various general management positions at GE Healthcare in the areas of interventional therapeutics, cardiovascular imaging and diagnostic ultrasound, from 1997 to 2009. Mr. Davis earned his B.S. in Sports Medicine from the University of Delaware, a Master's degree in Exercise & Cardiovascular Physiology from Temple University, and an M.B.A. from Drexel University.

There are no familial relationships or related party transactions requiring disclosure under Item 401(d) or Item 404(a), respectively, of Regulation S-K.

The Committee of the Board of the Company approved incentives in connection with Mr. Davis’s promotion detailed in a summary of the promotion (the “Davis Promotion”), which became effective December 1, 2016, and provides for, among other things, the following: (i) an increase in Mr. Davis’s annual base salary from $401,500 to $430,000


    

and (ii) a short-term incentive target of sixty percent (60%) of his base salary (an increase of 10%) effective for the 2017 plan year.

In addition, a one-time grant will be made to Mr. Davis, as soon as administratively possible, of an award valued at $200,000 in the form of stock options as of the Grant Date which shall vest on the third anniversary of the Grant Date.
The foregoing descriptions of the Coleman and Davis Promotion is not complete and is subject to and qualified in its entirety by the terms of the summary of each promotion, a copy of which is filed herewith as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 8.01 Other Events

The Company communicated the foregoing and another leadership change effective December 1, 2016, in a press release which is included in this Current Report on Form 8-K as Exhibit 99.1 under Item 9.01.

Item 9.01 Financial Statements and Exhibits

(d) EXHIBITS
 
10.1
Coleman Promotion Summary, effective December 1, 2016
10.2
Davis Promotion Summary, effective December 1, 2016
99.1
Press Release dated December 5, 2016



    

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.

 
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
 
 
 
Date: December 5, 2016
By:
 /s/ Glenn G. Coleman
 
 
Glenn G. Coleman
 
Title:
Corporate Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 



    

EXHIBIT INDEX
 
 
 
Exhibit No.
Description
10.1
Coleman Promotion Summary, effective December 1, 2016
10.2
Davis Promotion Summary, effective December 1, 2016
99.1
Press Release dated December 5, 2016







EXHIBIT 10.1


Glenn Coleman Promotion Summary

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved incentives in connection with Mr. Coleman’s promotion, detailed in a summary below, which became effective December 1, 2016.

Summary

Base Salary: $525,000.00
Bonus: 75% of base salary, effective starting January 1, 2017 for the performance year 2017.
One-time Equity Award: $350,000 as soon as administratively possible following the effective date of new position. This award will be granted as stock options, vesting on the third anniversary of the grant date.




EXHIBIT 10.2

Robert T. Davis, Jr. Promotion Summary

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved incentives in connection with Mr. Davis’s promotion, detailed in a summary below, which became effective December 1, 2016.

Summary

Title and Reporting Relationship: Corporate Vice President and President, Orthopedics and Tissue Technologies, effective December 1, 2016. Report to Peter Arduini, President and Chief Executive Officer.
Base Salary: $430,000
Bonus: 60% of base salary, effective January 1, 2017 for the performance year 2017
One-time Equity Award: $250,000 as soon as administratively possible following the effective date of new position. This award will be granted as stock options, vesting on the third anniversary of the grant date.





News Release

CONTACTS:

Integra LifeSciences Holdings Corporation

Investors
Angela Steinway
609-936-2268
 
Michael Beaulieu
609-750-2827
 
Media
Laurene Isip
609-750-7984

Integra LifeSciences Announces Key Executive Appointments

PLAINSBORO, New Jersey, December 5, 2016 (GLOBE NEWSWIRE) -- Integra LifeSciences Holdings Corporation (Nasdaq: IART) today announced key executive appointments effective December 1, 2016.
Robert T. Davis, Jr., corporate vice president and president, Specialty Surgical Solutions (SSS), has been named corporate vice president and president, Orthopedics and Tissue Technologies.
Dan Reuvers, corporate vice president and president, International, will assume the role of corporate vice president and president, SSS.
Glenn Coleman, corporate vice president, chief financial officer and principal accounting officer, in addition to his current responsibilities, will assume oversight of the international business. A leader for the international business will be later named reporting into Mr. Coleman.

All three executives will continue to be members of the Integra executive leadership team, reporting to Peter Arduini, Integra president and chief executive officer.
“These key leadership appointments reflect the depth and strength of our management team, enabling us to promote executives from within the company,” said Peter Arduini. “Bob, Dan and Glenn are proven leaders who have demonstrated exemplary management capabilities over the years and a track record of accomplishments that have contributed to our strong business performance.”
Robert T. Davis, Jr. brings more than 25 years of executive management experience in the global healthcare industry. He joined Integra in 2012 as president of the global neurosurgery



business and was appointed corporate vice president in December 2012 and president of the SSS division in 2014.
Dan Reuvers has more than 25 years of experience in the medical technology field, including holding various executive level positions in sales, marketing and general management. Mr. Reuvers joined Integra in 2008 as vice president of marketing and product development for Integra's surgical business. He was promoted to president of the acute surgical business in 2010 and appointed president of the instruments business in 2011. Mr. Reuvers was named corporate vice president in 2012 and became president of the international business in 2013.
Glenn Coleman joined Integra as corporate vice president, chief financial officer and principal accounting officer in 2014, bringing 25 years of experience in financial management with leading global corporations. Mr. Coleman is a certified public accountant in New Jersey for more than 20 years.
About Integra
Integra LifeSciences Holdings Corporation, a world leader in medical technology, is dedicated to limiting uncertainty for clinicians, so they can concentrate on providing the best patient care. Integra offers innovative solutions, including leading plastic and regenerative technologies, in specialty surgical solutions, orthopedics and tissue technologies. For more information, please visit www.integralife.com.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning the products and services provided by Integra. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. Among other things, the willingness of surgical professionals to use Integra products may affect the prospects for their use in surgical procedures. In addition, the economic, competitive, governmental, technological and other factors, identified under the heading "Risk Factors" included in Item IA of Integra's Annual Report on Form 10-K for the year ended December 31, 2015 and information contained in subsequent filings with the Securities and Exchange Commission could affect actual results.




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