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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                           The Cooper Companies, Inc.
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             (Exact name of registrant as specified in its charter)

               Delaware                                    94-2657368
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(State of incorporation or organization)       (IRS Employer Identification No.)

6140 Stoneridge Mall Road, Suite 590, Pleasanton, CA          94588
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(Address of principal executive offices)                    (Zip Code)

If this form relates to the             If this form relates to the registration
registration of a class of debt         of a class of debt securities and is to
securities and is effective             become effective simultaneously with
upon filing pursuant to                 the effectiveness of a concurrent
General Instruction A(c)(i)             registration statement under the
please check the following              Securities Act of 1933 pursuant to
box. [ ]                                General Instruction A(c)(2) please
                                        check the following box. [ ]


Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                        Name of each exchange on which
     to be so registered                        each class is to be registered
     -------------------                        ------------------------------
Preferred Share Purchase Rights                 New York Stock Exchange, Inc.
                                                Pacific Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
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                                (Title of Class)


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Item 1.    Description of Securities to be Registered.

               On October 29, 1997 the Board of Directors of The Cooper
Companies, Inc., a Delaware corporation (the "Company") approved and the Company
entered into a Rights Agreement with American Transfer & Trust Company, as
Rights Agent (the "Rights Agreement").

               In connection with the Rights Agreement, the Board of Directors
of the Company declared a dividend of one preferred share purchase right (the
"Rights") for each outstanding share of common stock, par value $.10 per share
(the "Common Shares"), of the Company outstanding at the close of business on
November 17, 1997 (the "Record Date"). Each Right will entitle the registered
holder thereof, after the Rights become exercisable and until the close of
business on October 29, 2007 (the "Expiration Date") (or the earlier redemption,
exchange or termination of the Rights), to purchase from the Company one
one-hundredth (1/100th) of a share of Series A Junior Participating Preferred
Stock, par value $.10 per share (the "Preferred Shares"), at a price of $145.00
per one one-hundredth (1/100th) of a Preferred Share, subject to certain
anti-dilution adjustments (the "Purchase Price"). Until the earlier to occur of
(i) the tenth (10th) day after (a) the first public announcement that a person
or group of affiliated or associated persons has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the Common Shares (an
"Acquiring Person") or (b) such earlier date as a majority of the Board of
Directors of the Company shall become aware of the existence of an Acquiring
Person (the earlier of (a) and (b) being called the "Shares Acquisition Date")
or (ii) the tenth (10th) business day (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) after the date of the
commencement of, or first public announcement of, an intention to make a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the Common Shares (the earlier
of (i) and (ii) being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate. The Rights will be
transferred with and only with the Common Shares until the Distribution Date or
earlier redemption or expiration of the Rights. As soon as practicable after the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The Rights will at no time have any
voting rights.

               Subject to the prior and superior rights of the holders of any
shares of any class or series of stock of the Company ranking prior and superior
to the Preferred Shares with respect to dividends, each Preferred Share
purchasable upon exercise of the Rights will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 100 times the dividend,
if any, declared per Common Share. In the event of liquidation, dissolution or
winding up of the Company, the holders of the Preferred Shares will be entitled
to a preferential liquidation payment of $100 per share plus any accrued but
unpaid dividends and distributions thereon but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each Preferred Share
will have

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100 votes and will vote together with the Common Shares. Finally, in the event 
of any merger, consolidation or other transaction in which Common Shares are 
exchanged, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. Preferred Shares will not be redeemable. These 
Rights are protected by customary anti-dilution provisions. Because of the
nature of the Preferred Share's dividend, liquidation and voting rights, the
value of one one-hundredth of a Preferred Share purchasable upon exercise of
each Right should approximate the value of one Common Share.

               In the event that a Person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an Acquiring Person or
any affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.

               At any time after a Person becomes an Acquiring Person and prior
to the earlier of one of the events described in the last sentence in the
previous paragraph or the acquisition by such Acquiring Person of 50% or more of
the then outstanding Common Shares, the Board of Directors may cause the Company
to exchange the Rights (other than Rights owned by an Acquiring Person which
have become void), in whole or in part, for Common Shares at an exchange rate of
that number of Common Shares having an aggregate value equal to the Spread (as
defined in the Rights Agreement) on the date that a Person becomes an Acquiring
Person (subject to adjustment).

               The Rights may be redeemed in whole, but not in part, at a price
of $.01 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the close of business on the tenth (10th) day following the Shares
Acquisition Date. The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

               The Rights will expire on the Expiration Date (unless earlier
redeemed, exchanged or terminated). American Stock Transfer & Trust Company is
the Rights Agent.

               The Purchase Price payable, and the number of one one-hundredths
of a Preferred Share or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a

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subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness,
cash, securities or assets (excluding regular periodic cash dividends at a rate
not in excess of 125% of the rate of the last regular periodic cash dividend
theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average net income
per share of the Company for the four quarters ended immediately prior to the
payment of such dividend, or dividends payable in Preferred Shares (which
dividends will be subject to the adjustment described in clause (i) above)) or
convertible securities, or subscription rights or warrants (other than those
referred to above).

               Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company beyond those as an existing
stockholder, including, without limitation, the right to vote or to receive
dividends.

               Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company for so long as the Rights are then
redeemable, and after the Rights are no longer redeemable, the Company may amend
or supplement the Rights Agreement in any manner that does not adversely affect
the interests of the holder of the Rights.

               One Right will be distributed to stockholders of the Company for
each Common Share owned of record by them on November 17, 1997. As long as the
Rights are attached to the Common Shares, the Company will issue one Right with
each new Common Share so that all such shares will have attached Rights. The
Company has agreed that, from and after the Distribution Date, the Company will
reserve the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights.

               The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the Company without
paying all stockholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 20% or more of the Company's stock
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors at any time prior to the first date that a Person or group has become
an Acquiring Person.

The Rights Agreement specifying the terms of the Rights and the text of the
press release announcing the declaration of the Rights are incorporated herein
by reference as exhibits to this Current Report.  The foregoing description
of the Rights is qualified in its entirety by reference to such exhibits.

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Item 2.   Exhibits
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          1.   Rights Agreement, dated as of October 29, 1997, between The
               Cooper Companies, Inc. and American Stock Transfer & Trust
               Company, as Rights Agent, which includes the form of Certificate
               of Designations of the Series A Junior Participating Preferred
               Stock of The Cooper Companies, Inc. as Exhibit A, the form of
               Right Certificate as Exhibit B and the Summary of Rights to
               Purchase Preferred Shares as Exhibit C (incorporated by reference
               to Exhibit 4 of the Company's Current Report on Form 8-K dated
               October 29, 1997).

          2.   Text of Press Release, dated October 30, 1997 (incorporated by
               reference to Exhibit 99 of the Company's Current Report on Form
               8-K dated October 29, 1997).


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                                    SIGNATURE

               Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                             THE COOPER COMPANIES, INC.

Date:  November 3, 1997                 BY       /s/ Carol R. Kaufman
                                          ----------------------------------
                                          Name:  Carol R. Kaufman
                                          Title: Vice President, Secretary and
                                                 Chief Administrative Officer


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                                  EXHIBIT INDEX

          1.   Rights Agreement, dated as of October 29, 1997, between The
               Cooper Companies, Inc. and American Stock Transfer & Trust
               Company, as Rights Agent, which includes the form of Certificate
               of Designations of the Series A Junior Participating Preferred
               Stock of The Cooper Companies, Inc. as Exhibit A, the form of
               Right Certificate as Exhibit B and the Summary of Rights to
               Purchase Preferred Shares as Exhibit C (incorporated by reference
               to Exhibit 4 of the Company's Current Report on Form 8-K dated
               October 29, 1997).

          2.   Text of Press Release, dated October 30, 1997 (incorporated by
               reference to Exhibit 99 of the Company's Current Report on Form
               8-K dated October 29, 1997).



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