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): November 16, 2004
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:
| x | 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 8.01. Other Events.
On November 16, 2004, The Cooper Companies, Inc. and Ocular Sciences, Inc. issued a joint press release announcing that Cooper and Ocular had each obtained the required stockholder approvals for their proposed merger. A copy of this release is attached and incorporated by reference.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 16, 2004 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/ Carol R. Kaufman | |
| Carol R. Kaufman Vice President of Legal Affairs, Secretary and Chief Administrative Officer | ||
Dated: November 16, 2004
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 16, 2004 of The Cooper Companies, Inc. |
Exhibit 99.1
| Contacts:
The Cooper Companies, Inc. Norris Battin, Vice President Investor Relations and Communications Financial Media and Investors: +1-949-597-4700 |
Ocular Sciences, Inc. EVC Group, Inc. Doug Sherk/Jennifer Beugelmans +1-415-896-6820 | |
| Media: Sheryl Seapy +1-415-272-3323 | ||
COOPER AND OCULAR STOCKHOLDERS APPROVE PROPOSED MERGER
LAKE FOREST, Calif. and CONCORD Calif, November 16, 2004 — The Cooper Companies, Inc. (NYSE:COO) and Ocular Sciences, Inc. (NASDAQ: OCLR) announced today that they have each obtained the required stockholder approvals for their proposed merger.
Cooper said that at a special meeting today in New York, its stockholders approved the issuance of Cooper’s common stock in connection with the proposed merger. Ocular said that at a special meeting in Concord, California, its stockholders approved and adopted the merger agreement and approved the merger.
Upon the completion of the merger, Ocular stockholders will receive 0.3879 of a share of Cooper commons stock and $22.00 in cash for each share of Ocular common stock that they own. The transaction is expected to close in the first quarter of Cooper’s 2005 fiscal year, which began on November 1, 2004. However, completion of the merger remains subject to anti-trust clearance by the U. S. Federal Trade Commission.
The Cooper Companies’ CooperVision unit, the world’s fourth largest contact lens manufacturer, is a leading global supplier of specialty contact lenses. Ocular Sciences, the world’s fifth largest contact lens manufacturer, supplies primarily spherical and daily disposable lenses. If the merger is completed as expected, CooperVision, when combined with Ocular, would become the world’s third largest contact lens company.
Information
In connection with Cooper’s proposed merger with Ocular Sciences, Cooper has filed with the SEC a registration statement on Form S-4, containing a joint proxy statement/prospectus and other relevant materials. The definitive joint proxy statement/prospectus has been mailed to the stockholders of Cooper and Ocular Sciences. Investors and security holders of Cooper and Ocular Sciences are urged to read the joint proxy statement/prospectus as well as other documents to be filed with the SEC in connection with the acquisition or incorporated by reference in the joint proxy statement/prospectus, because they contain important
information about Cooper, Ocular and the proposed merger. Investors can obtain these documents free of charge at the SEC web site www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Cooper by contacting Investor Relations, The Cooper Companies, Inc., 21062 Bake Parkway, Suite 200, Lake Forest, CA 92630, 949-597-4700, ir@coopercos.com. Investors and security holders may obtain free copies of the documents filed with the SEC by Ocular Sciences by contacting EVC Group, Inc, 90 Montgomery Street Suite 1001, San Francisco, CA 94165, 415-896-6820, ocularir@evcgroup.com.
Forward-Looking Statements
This news release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These include certain statements about the merger of Ocular Sciences and The Cooper Companies, its expected closing date and the combined company’s expected market position after completion of the merger. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties. These include risks related to the inability to obtain, or meet conditions imposed for governmental and other approvals of the proposed merger, including the risk that the Cooper and Ocular businesses will not be integrated successfully; risks related to any uncertainty surrounding the merger, and the costs related to the merger; and the risk that the combined company may fail to realize anticipated benefits from its cost-cutting measures.
Corporate Information
The Cooper Companies, Inc. manufactures and markets specialty healthcare products through its CooperVision and CooperSurgical units. Corporate offices are in Lake Forest and Pleasanton, Calif. The World Wide Web address is www.coopercos.com. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data.
CooperVision manufactures and markets contact lenses and ophthalmic surgery products. Headquartered in Lake Forest, Calif., it manufactures in Huntington Beach, Calif., Rochester, N.Y., Norfolk, Va., Adelaide, Australia, Hamble, England, Madrid, Spain and Toronto. Its Web address is www.coopervision.com.
CooperSurgical manufactures and markets diagnostic products, surgical instruments and accessories to the women’s healthcare market. With headquarters and manufacturing facilities in Trumbull, Conn., it also manufactures in Pasadena, Calif., North Normandy, Ill., Fort Atkinson, Wis., Malmo, Sweden, Montreal and Berlin. Its Web address is www.coopersurgical.com.
Ocular Sciences, Inc. manufactures a broad line of high quality, competitively priced soft contact lenses marketed directly to eye-care practitioners. The Company’s lenses are brand and product differentiated by distribution channel, and Ocular’s unique lens technology makes thinner lenses that are easier to handle and more comfortable to wear than those of leading competitors.