Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 30, 2013

 

 

THE COOPER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8597   94-2657368

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588

(Address of principal executive offices)

(925) 460-3600

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K 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.

On October 30, 2013, The Cooper Companies, Inc. (the “Company”) announced the appointment of Daniel G. McBride to executive vice president, chief operating officer and general counsel, effective November 1, 2013.

Mr. McBride, 49, most recently served as vice president since 2006, general counsel since 2007 and chief risk officer since 2011 and has held positions of increasing responsibility within the Company focusing on operations, business development and long-term growth. Mr. McBride was an attorney with Latham & Watkins LLP, concentrating on mergers and acquisitions and corporate finance, from October 1998 until he joined Cooper in February 2005.

A copy of the related press release is attached and incorporated by reference. Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other The Cooper Companies, Inc. information.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.

  

Description

99.1    Press release dated October 30, 2013, of The Cooper Companies, Inc.


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/ Rodney E. Folden

  Rodney E. Folden
  Vice President and Corporate Controller (Principal Accounting Officer)

Dated: November 1, 2013


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

99.1    Press release dated October 30, 2013, of The Cooper Companies, Inc.
EX-99.1

Exhibit 99.1

 

LOGO    LOGO                 

NEWS RELEASE

  

 

CONTACT:

Kim Duncan

Senior Director, Investor Relations

ir@cooperco.com

  

6140 Stoneridge Mall Road

Suite 590

Pleasanton, CA 94588

925-460-3663

www.coopercos.com

THE COOPER COMPANIES APPOINTS DANIEL G. MCBRIDE

CHIEF OPERATING OFFICER

PLEASANTON, Calif., October 30, 2013 – The Cooper Companies, Inc. (NYSE: COO) today announced the appointment of Daniel G. McBride to executive vice president, chief operating officer and general counsel, effective November 1, 2013.

“I am very pleased to announce Dan’s appointment to this new role,” said Robert S. Weiss, Cooper’s president and chief executive officer. “He has been instrumental in supporting our growth and development as a member of my executive team, and this new role will strengthen our focus on achieving our long-term operational goals.”

Mr. McBride most recently served as vice president, general counsel and chief risk officer and has held positions of increasing responsibility within the legal organization focusing on operations, business development and long-term growth. Prior to joining Cooper in February 2005, Mr. McBride was an attorney with Latham & Watkins LLP concentrating on mergers and acquisitions and corporate finance.

About The Cooper Companies

The Cooper Companies, Inc. (“Cooper”) is a global medical device company publicly traded on the NYSE Euronext (NYSE:COO). Cooper is dedicated to being A Quality of Life Company™ with a focus on delivering shareholder value. Cooper operates through two business units, CooperVision and CooperSurgical. CooperVision brings a refreshing perspective on vision care with a commitment to crafting a wide range of high-quality products for contact lens wearers and providing focused practitioner support. CooperSurgical focuses on supplying women’s health clinicians with market leading products and treatment options to improve the delivery of healthcare to women. Headquartered in Pleasanton, CA, Cooper has over 8,000 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.


Forward-Looking Statements

This news release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Statements relating to guidance, plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, including our 2013 Guidance and all statements regarding anticipated growth in our revenue, expected results of operations and integration of any acquisition are forward-looking. To identify these statements look for words like “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates” or “anticipates” and similar words or phrases. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties.

Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements are: adverse changes in the global or regional general business, political and economic conditions due to the current global economic downturn, including the impact of continuing uncertainty and instability of certain European Union countries that could adversely affect our global markets; foreign currency exchange rate and interest rate fluctuations including the risk of further declines in the value of the yen and the euro that would decrease our revenues and earnings; acquisition integration delays or costs or the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period; a major disruption in the operations of our manufacturing, research and development or distribution facilities due to technological problems, natural disasters or other causes; disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses; legal costs, insurance expenses, settlement costs and the risk of an adverse decision or settlement related to product liability, patent or other litigation; limitations on sales following new product introductions due to poor market acceptance; new competitors, product innovations or technologies; the impact of acquisitions or divestitures on revenues, earnings or margins; the requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill; changes in United States and foreign government regulations of the retail optical industry and of the healthcare industry generally; changes in tax laws or their interpretation and changes in effective tax rates; dilution to earnings per share from acquisitions or issuing stock and other events described in our Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2012, as such Risk Factors may be updated in quarterly filings.

We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any intent to update them except as required by law.

COO-G