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________________________________________________________________________________
 
                       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): January 6, 1994
 
                            ------------------------
                           THE COOPER COMPANIES, INC.
             (Exact name of registrant as specified in its charter)
 
                            ------------------------

<TABLE>
<S>                              <C>                      <C>
   DELAWARE                      1-8597                 94-2657368
(State or other             (Commission File           (IRS Employer
jurisdiction of                  Number)            Identification No.)
incorporation)
</TABLE>

 
            ONE BRIDGE PLAZA, 6TH FLOOR, FORT LEE, NEW JERSEY 07024
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                 (201) 585-5100
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                                 NOT APPLICABLE
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
________________________________________________________________________________
 
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ITEM 5. OTHER EVENTS.
 
     On  January 7, 1994,  The Cooper Companies,  Inc. (the 'Company') announced
that it had accepted for payment and exchange, on a pro rata basis,  $30,000,000
principal  amount of its  10 5/8% Convertible  Subordinated Reset Debentures due
2005, pursuant to the terms of its exchange offer and consent solicitation which
expired at 5 p.m., New York City time, on January 6, 1994.
 
     The foregoing is  qualified in its  entirety by the  text of the  Company's
press  release dated  January 7, 1994  which is  filed as an  exhibit hereto and
incorporated by reference herein.
 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
 
     (c) Exhibits.
 

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                 DESCRIPTION
- --------  ---------------------------------------------------------------------------------------------------------
<S>       <C>
  99.1    Press Release dated January 7, 1994 of The Cooper Companies, Inc.
</TABLE>

 
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                                   SIGNATURE
 
     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.
 
                                          THE COOPER COMPANIES, INC.
 
                                          By: /s/ MARISA F. JACOBS
                                          Marisa F. Jacobs
                                          Secretary and
                                          Associate General Counsel
 
Date: January 7, 1994
 
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                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
EXHIBIT                                                                           SEQUENTIALLY
  NO.                         DESCRIPTION                                         NUMBERED PAGE
- --------  ---------------------------------------------------  ---------------------------------------------------
<S>       <C>                                                  <C>
  99.1    Press Release dated January 7, 1994 of The Cooper
          Companies, Inc.
</TABLE>


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                                                                    EXHIBIT 99.1
 
NEWS RELEASE
 
                                                          CONTACTS:
                                                          MARISA A. HEINE
                                                          PETER C. HARKINS
                                                          D.F. KING & CO., INC.
                                                          (212) 269-5550
 
FOR IMMEDIATE RELEASE
 
           THE COOPER COMPANIES, INC. RECEIVES REQUISITE CONSENTS TO
             PROPOSED AMENDMENTS AND WAIVER AND ACCEPTS $30,000,000
             PRINCIPAL AMOUNT OF ITS DEBENTURES IN EXCHANGE OFFER;
                     PRELIMINARY PRORATION FACTOR ANNOUNCED
 
     FORT  LEE, NEW  JERSEY, January 7,  1994 .  . . The  Cooper Companies, Inc.
(NYSE:COO) announced today that it had  accepted for payment and exchange, on  a
pro  rata  basis,  $30,000,000  principal  amount  of  its  10  5/8% Convertible
Subordinated Reset Debentures due  2005, pursuant to the  terms of its  exchange
offer  and consent  solicitation which  expired at 5  p.m., New  York City time,
yesterday. 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  exchange agent,  IBJ Schroder  Bank &  Trust Company,  has advised the
Company that $36,769,000  aggregate principal amount  of Debentures was  validly
tendered  and  not  withdrawn  by  the  expiration  date,  including  $2,494,000
aggregate principal amount tendered pursuant to notices
 of guaranteed  delivery,
resulting  in a preliminary proration factor of 81.59%, subject to adjustment as
a result of rounding  up to the  next highest integral  multiple of $1,000.  The
Company  expects  to announce  the final  proration  factor and  to pay  for and
exchange the accepted Debentures  within eight New  York Stock Exchange  trading
days.  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.
 
     The  Company also announced that it had received consents from holders of a
majority of the  outstanding principal  amount of  Debentures not  owned by  the
Company  or  its  affiliates  to  certain  proposed  amendments  eliminating  or
modifying various covenants in the indenture governing the Debentures and to the
waiver of any defaults or events of default under the Debentures and  indenture.
The  Company  and  the  Trustee  under  the  indenture,  therefore,  executed  a
supplemental indenture  effecting  such  amendments. The  effectiveness  of  the
waiver eliminates, among other things, any default or event of default resulting
from  the  Company's  failure  to  purchase  $15  million  principal  amount  of
Debentures under the terms of an indenture covenant which has been eliminated by
the amendments.
 
     Robert S.  Weiss, the  Company's  Chief Financial  Officer, said,  'We  are
pleased with the conclusion of the exchange offer and consent solicitation which
not  only resolves  the problems  with the  Debentures, but  also eliminates the
possibility of termination by Medical  Engineering Corporation, a subsidiary  of
Bristol-Myers Squibb Company, of the Company's settlement agreement entered into
last  September relating  to the  breast implant  litigation. While  the Company
awaits resolution of the  various charges brought by  the U.S. Attorney and  the
Securities and Exchange Commission, we have now successfully resolved two of the
Company's major financial problems.'
 
     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.
 
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