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): July 11, 2012
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 8.01. | Other Events. |
On July 11, 2012, The Cooper Companies, Inc. issued a press release announcing, in conjunction with the voluntary public tender offer dated June 4, 2012, that it has completed the purchase of 31,561,239 shares, or 96.99% of the issued and outstanding shares of Origio a/s, Oslo Stock Exchange (OSE: ORO). To acquire all outstanding shares of Origio, Cooper will now proceed with the mandatory redemption of the remaining Origio shares in accordance with the Danish Companies Act. A copy of the press release is filed as Exhibit 99.1 to this Current Report and incorporated by reference herein.
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 |
Description | |
| 99.1 | Press release dated July 11, 2012, 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: July 11, 2012
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press release dated July 11, 2012, of The Cooper Companies, Inc. | |
Exhibit 99.1
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|
| |
| NEWS RELEASE |
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| 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 COMPLETES VOLUNTARY TENDER OFFER FOR ORIGIO
PLEASANTON, Calif., July 11, 2012 — The Cooper Companies, Inc. (NYSE:COO) today announced it has completed the purchase of 31,561,239 shares, or 96.99% of the issued and outstanding shares of Origio a/s, a Danish company listed on the Oslo Stock Exchange (OSE:ORO). The purchase of the shares was pursuant to a voluntary public tender offer for the outstanding shares and warrants of Origio that commenced June 4, 2012. To acquire all outstanding shares of Origio, Cooper will now proceed with the mandatory redemption of the remaining Origio shares in accordance with the Danish Companies Act.
About Origio
Origio is a leading global in-vitro fertilization (IVF) medical device company that develops, manufactures and distributes highly specialized products that target IVF treatment with a goal to make fertility treatment safer, more efficient and convenient. Based in Malov, Denmark, Origio has approximately 320 employees and generated sales of DKK 370 million (approximately US$65 million) in 2011.
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 2012 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 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, 2011, 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.
About The Cooper Companies
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 7,000 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.
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