-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FaBpwZJoXurkiCAio+L5cuBkBs2Jm1T7WJaq5DVgZ3AxH2rg9pISNpReK7s0d5qL uhYOpXiGDYjZ2XkVgDUnzQ== 0000950162-98-001051.txt : 19981009 0000950162-98-001051.hdr.sgml : 19981009 ACCESSION NUMBER: 0000950162-98-001051 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981008 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRA LIFESCIENCES CORP CENTRAL INDEX KEY: 0000917520 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 510317849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45421 FILM NUMBER: 98722513 BUSINESS ADDRESS: STREET 1: 105 MORGAN LANE CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092750500 MAIL ADDRESS: STREET 2: 105 MORGAN LANE CITY: PLAINSBORO STATE: NJ ZIP: 08536 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: COUNTY WESTMEATH CITY: DUBLIN 2 IRELAND STATE: L2 BUSINESS PHONE: 3537094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: EIGHTY PINE STREET CITY: DUBLIN 2 IRELAND STATE: L2 ZIP: 00000 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INTEGRA LIFESCIENCES CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 457985 20 8 - ------------------------------------------------------------------------------- (CUSIP Number) September 28, 1998 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 in 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). Page 1 of 5 Pages SCHEDULE 13G - ------------------------------------------------------------------------------- CUSIP No. 457985 20 8 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Elan Corporation, plc I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): n/a - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Ireland - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 1,100,000(1) SHARES ______________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 REPORTING ______________________________________________ PERSON WITH 7 SOLE DISPOSITIVE POWER 1,100,000(1) ---------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,100,000(1) - ------------------------------------------------------------------------------- 10 CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.9% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------- (1) The shares reported herein (the "Shares") are owned directly by GWC Health, Inc. ("GWC"), which is a wholly owned subsidiary of Athena Diagnostics, Inc. ("Athena"), which is a wholly owned subsidiary of the Reporting Person. Accordingly, the Reporting Person exercises sole voting and dispositive power over the Shares. Page 2 of 5 Pages Item 1. (a) Name of Issuer: The name of the issuer is Integra LifeSciences Corporation (the "Issuer"). (b) Address of Issuer's Principal Executive Offices: The principal executive offices of the Issuer are located at 105 Morgan Lane, Plainsboro, New Jersey 08536. Item 2. (a) Name of Person Filing: This Schedule 13G Statement (this "Statement") is hereby filed by Elan Corporation, plc (the "Reporting Person"). The Shares are owned directly by GWC, which is a wholly owned subsidiary of Athena, which in turn is a wholly owned subsidiary of the Reporting Person. Accordingly, the Reporting Person exercises sole voting and dispositive power over the Shares. The Reporting Person, Athena and GWC collectively are referred to herein as the "Item 2 Persons." (b) Address of Principal Business Office, or, if none, Residence: The principal business office of the Reporting Person is Lincoln House, Lincoln Place, Dublin 2, Ireland. (b) Citizenship: The Reporting Person is a public limited company organized and existing under the laws of Ireland. (d) Title of Class of Securities: This Statement relates to the Common Stock, par value $.01 per share, of the Issuer (the "Common Stock"). (d) CUSIP Number: The CUSPIP number of the Shares is 457985 20 8. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); Page 3 of 5 Pages (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: The Reporting Person may be deemed to be the beneficial owner of 1,100,000 shares of the Common Stock, which includes 300,000 shares issuable upon the exercise of warrants. (b) Percent of class: The number of shares of the Common Stock of which the Reporting Person may be deemed to be the beneficial owner constitutes approximately 6.9% of the outstanding shares of the Common Stock (based upon outstanding Common Stock as of September 28, 1998). (c) Voting and dispositive power: Acting on behalf of GWC, its indirect wholly owned subsidiary, the Reporting Person has the sole power to vote or direct the vote and to dispose or to direct the disposition of 1,100,000 shares of the Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Page 4 of 5 Pages Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief I certify that the information set forth in this statement is true, complete and correct. Dated: October 8, 1998 /s/ Thomas G. Lynch ------------------------------------- Name: Thomas G. Lynch Title: Chief Financial Officer Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----