<PAGE>
________________________________________________________________________________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 

                                 SCHEDULE 13E-4
                   ISSUER TENDER OFFER STATEMENT (PURSUANT TO
                  SECTION 13(E)(1) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934)
                               (AMENDMENT NO. 8)

 
                            ------------------------
                           THE COOPER COMPANIES, INC.
                                (NAME OF ISSUER)
                           THE COOPER COMPANIES, INC.
                      (NAME OF PERSON(S) FILING STATEMENT)
 
                            ------------------------
           10 5/8% CONVERTIBLE SUBORDINATED RESET DEBENTURES DUE 2005
                         (TITLE OF CLASS OF SECURITIES)
 
                            ------------------------
                                  216648 AC 9
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                            ------------------------
                            ROBERT S. HOLCOMBE, ESQ.
                   SENIOR VICE-PRESIDENT AND GENERAL COUNSEL
 
                           THE COOPER COMPANIES, INC.
                          ONE BRIDGE PLAZA, 6TH FLOOR
                           FORT LEE, NEW JERSEY 07024
                                 (201) 585-5100
          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
 
                            ------------------------
                                WITH A COPY TO:
                           ERICA H. STEINBERGER, ESQ.
                                LATHAM & WATKINS
                                885 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200
 
                                AUGUST 30, 1993
     (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
 
                            ------------------------
                           CALCULATION OF FILING FEE
 
 

<TABLE>
<CAPTION>
                     TRANSACTION VALUATION*                                              AMOUNT OF FILING FEE
<S>                                                                <C>
                           $17,100,000                                                          $3,420
</TABLE>

 
*  Based  upon  the acquisition  of  $25,000,000 aggregate  principal  amount of
   10 5/8% Convertible Subordinated  Reset Debentures having  a market value  of
   $550.00  per $1,000 principal  amount (the average  of the high  and low sale
   prices of the Debentures  as reported on  the New York  Stock Exchange as  of
   August  24, 1993) and, pursuant  to the revised terms  of the Exchange Offer,
   the acquisition of  an additional  $5,000,000 aggregate  principal amount  of
   Debentures  having a market value of $670.00 per $1,000 principal amount (the
   average of the high and low sale prices of the Debentures as reported on  the
   New  York Stock Exchange  as of December 6,  1993, the last  day prior to the
   date of this filing on which the Debentures traded).
[x] Check box if any part  of the fee is offset  as provided by Rule  0-11(a)(2)
    and  identify the filing with which  the offsetting fee was previously paid.
    Identify the previous filing by  registration statement number, or the  Form
    or Schedule and the date of its filing.
 


<TABLE>
<S>                              <C>
Amount Previously Paid:          $3,420
Form or Registration No.:        Schedule 13E-4 and Amendment No. 7 thereto (File No. 1-8597)
Filing Party:                    The Cooper Companies, Inc.
Date Filed:                      August 30, 1993, amended December 15, 1993
</TABLE>


 
________________________________________________________________________________


<PAGE>

<PAGE>
     This  Amendment No. 8 to the Schedule 13E-4 (the 'Statement') of The Cooper
Companies, Inc. (the 'Company') filed on August 30, 1993, as previously amended,
relates to  the Company's  amended  exchange offer  (the 'Exchange  Offer')  and
consent  solicitation (the 'Solicitation' and, together with the Exchange Offer,
the 'Exchange Offer and  Solicitation') made pursuant  to the Company's  Amended
and  Restated Offer to Exchange and Consent Solicitation dated December 15, 1993
(the 'Amended and Restated Offer to Exchange and Consent Solicitation')  wherein
the Company (i) offered to exchange up to $30,000,000 aggregate principal amount
of  its 10  5/8% Convertible  Subordinated Reset  Debentures due  2005 (the 'Old
Debentures') (out  of $39,384,000  aggregate principal  amount outstanding)  for
$725  principal amount of its 10% Senior Subordinated Secured Notes due 2003 and
$145 in cash per  $1,000 principal amount of  Old Debentures and (ii)  solicited
the  consents of holders of Old Debentures to (x) the proposed amendments to the
indenture  governing  the  Old  Debentures  (as  previously  supplemented,   the
'Indenture')  and (y) the waiver  of any and all  Defaults and Events of Default
(as such terms are  defined in the Indenture)  and their consequences under  the
Old  Debentures and the Indenture whether such Defaults or Events of Default are
known or unknown, arising out of  any actions, omissions or events occurring  on
or  prior to  the expiration date  and if, on  or prior to  the expiration date,
there is an acceleration of the Old Debentures based upon any Event of  Default,
the  rescission of such acceleration and its consequences, in each case upon the
terms and subject to the conditions set forth in the Amended and Restated  Offer
to  Exchange and Consent Solicitation and the accompanying Letter of Transmittal
and Consent. The Company hereby amends Items 8 and 9 of this Statement.
 
ITEM 8. ADDITIONAL INFORMATION.
 
     Item 8(e) is hereby amended to add the following:
 
          The information  set  forth  in the  Company's  press  releases  dated
     January  14, 1994 and January 17, 1994 filed as Exhibit (a)(22) and Exhibit
     (a)(23), respectively, hereto  is incorporated herein  by reference in  its
     entirety.
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 
     Item 9 is hereby amended to add the following:
 
          (a)(22)  Press Release dated January 14, 1994 of The Cooper Companies,
     Inc.
 
          (a)(23) Press Release dated January 17, 1994 of The Cooper  Companies,
     Inc.
 
                                   SIGNATURE
 
     After  due 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.
 
                                          THE COOPER COMPANIES, INC.
 
                                                     /S/ ROBERT S. HOLCOMBE
                                          By:  .................................
                                                     ROBERT S. HOLCOMBE
                                                   SENIOR VICE PRESIDENT
                                                    AND GENERAL COUNSEL
 
Dated: January 18, 1994
 
<PAGE>

<PAGE>
                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
                                                                                                      SEQUENTIALLY
EXHIBIT                                                                                                 NUMBERED
  NO.                                            DESCRIPTION                                              PAGE
- -------   -----------------------------------------------------------------------------------------   ------------
<S>       <C>                                                                                         <C>
(a)(22)   Press Release dated January 14, 1994 of The Cooper Companies, Inc........................
(a)(23)   Press Release dated January 17, 1994 of The Cooper Companies, Inc........................
</TABLE>

 
                                       2
 
<PAGE>






<PAGE>
NEWS RELEASE
 
The Cooper Companies
1 Bridge Plaza, Sixth
Floor
Fort Lee, NJ 07024 USA
201-585-5100
201-585-5355 (Fax)
CONTACTS:
Marisa A. Heine
Peter C. Harkins
D.F. King & Co., Inc.
(212) 269-5550
(212) 952-0137 (Fax)
 
FOR IMMEDIATE RELEASE
 
     FORT LEE, NEW JERSEY,  JANUARY 14, 1994  . . .  The Cooper Companies,  Inc.
(NYSE:COO)  (the 'Company') announced  today that a verdict  had been reached in
the trial with respect to the charges in the federal criminal indictment against
the Company and Gary Singer, a  former Co-Chairman of the Company, relating  to,
among other things, an alleged securities 'trading scheme.' Mr. Singer was found
guilty on 21 counts, including racketeering, conspiracy, mail fraud, wire fraud,
money  laundering and aiding  and abetting violations  by an investment advisor.
The Company  was found  guilty on  seven counts  of mail  fraud and  wire  fraud
related  to Mr.  Singer's conduct,  but acquitted  of conspiracy  and aiding and
abetting charges.
 
     Sentencing is expected  to occur  on March  25, 1994.  The maximum  penalty
which  could be imposed  on the Company  is the greatest  of $500,000 per count,
twice the gross gain derived from each count or twice the gross loss suffered by
the victim of each  count. In addition  to penalties, the  court could impose  a
fine equal
 to restitution.
 
     The  Company, Gary Singer  and Steven Singer,  the Company's Executive Vice
President and Chief Operating Officer, face various related charges contained in
a civil complaint filed by the Securities and Exchange Commission.
 
NOTE TO EDITOR:  The principal subsidiaries  of The Cooper  Companies, Inc.  are
CooperVision, Inc., CooperVision Pharmaceuticals, Inc., CooperSurgical, Inc. and
Hospital  Group of America,  Inc. See press  releases dated October  7, 1993 and
January 7, 1994  for information  regarding the Company's  recent settlement  of
liability  for breast implant litigation and completion of an exchange offer and
consent solicitation relating to its 10 5/8% subordinated debentures.
 
<PAGE>




<PAGE>
NEWS RELEASE
 

CONTACTS:
Marisa A. Heine
Peter C. Harkins
D.F. King & Co., Inc.
(212) 269-5550
 
FOR IMMEDIATE RELEASE
 
                      THE COOPER COMPANIES, INC. ANNOUNCES
                             FINAL PRORATION FACTOR
 
     FORT LEE, NEW JERSEY,  January 17, 1994  . . .  The Cooper Companies,  Inc.
(NYSE:COO)  announced today that  $36,769,000 aggregate principal  amount of the
Company's 10 5/8% Convertible Subordinated Reset Debentures due 2005 was validly
tendered pursuant  to  its  exchange  offer.  The  final  proration  factor  is,
therefore,  81.59%, subject to adjustment as a result of rounding up to the next
highest integral multiple of $1,000. On January 6, 1994, the expiration date  of
the  offer, the Company accepted for payment  and exchange, on a pro rata basis,
$30,000,000 principal amount  of its Debentures,  pursuant to the  terms of  its
exchange offer. Under the terms of the offer, Debentureholders will receive $725
principal  amount of the Company's new 10% Senior Subordinated Secured Notes due
2003 and $145 in  cash for each $1,000  principal amount of Debentures  accepted
for  payment and exchange. The cash  portion of the exchange offer consideration
and the 10% Senior Subordinated Secured Notes will be mailed to Debentureholders
who tendered in the exchange  offer on or about  January 19, 1994.
 After  giving
effect  to  the  exchange,  the  Company  will  have  outstanding  approximately
$22,000,000 of  new 10%  Senior  Subordinated Secured  Notes and  $9,400,000  of
Debentures.
 
NOTE  TO EDITOR:  The principal subsidiaries  of The Cooper  Companies, Inc. are
CooperVision, Inc., CooperVision Pharmaceuticals, Inc., CooperSurgical, Inc. and
Hospital Group of America, Inc.