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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 21, 1995
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THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-8597 94-2657368
(State or other jurisdiction (Commission File number) (IRS Employer Identification No.)
of incorporation)
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 September 21, 1995, the Restated Certificate of Incorporation of The
Cooper Companies, Inc. (the "Company") was amended to (i) reduce the number of
shares the Company is authorized to issue to 20,000,000 shares of Common Stock
and 1,000,000 shares of Preferred Stock and (ii) effectuate a one-for-three
reverse stock split, which became effective at 5:00 P.M., New York City time, on
September 21, 1995. The amendment was approved by the stockholders of the
Company at the 1995 Annual Meeting of Stockholders held on September 20, 1995.
The Company issued a press release on September 21, 1995 which is filed
as an exhibit hereto and incorporated by reference herein, which reported on the
results of the meeting and contained a brief summary of the Company's recent
performance.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Description
_______ ___________
99.1 Press Release dated September 21, 1995 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/ Marisa F. Jacobs
_________________________________
Marisa F. Jacobs
Secretary and
Associate General Counsel
Dated: September 27, 1995
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as........'tm'
EXHIBIT INDEX
Exhibit Sequentially
No. Description Numbered Page
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99.1 Press Release dated September 21, 1995 of
The Cooper Companies, Inc.
[COOPER LETTERHEAD]
CONTACTS:
David B. Frank B. Norris Battin
Jennifer R. Wall The Cooper Companies, Inc.
D. F. King & Co., Inc. (714) 673-4746 or
(212) 269-5550 (714) 597-8130
FOR IMMEDIATE RELEASE
COOPER COMPANIES' STOCKHOLDERS APPROVE
ONE-FOR-THREE REVERSE STOCK SPLIT AND
RE-ELECT BOARD OF DIRECTORS AT ANNUAL MEETING;
THE COMPANY ANNOUNCES ODD LOT PURCHASE/SALE PROGRAM
Improving Operating Trends Continue into 1995
as Company Focuses on Future Revenue Growth
FORT LEE, NEW JERSEY, SEPTEMBER 21, 1995 . . . At its annual meeting
held yesterday, stockholders of The Cooper Companies, Inc. (NYSE:COO) approved a
reduction of its authorized shares and a one-for-three reverse stock split of
the Company's common stock, re-elected its seven member Board of Directors and
ratified the appointment of KPMG Peat Marwick LLP as its independent auditors.
The Company also announced a voluntary odd lot purchase/sale program.
Reverse Stock Split and Reduction of Authorized Shares
The reverse stock split approved by the stockholders reduces the number
of outstanding shares of the Company's common stock from 34,723,987 to
11,574,662 (before giving effect to the cash-out of fractional shares). With the
approval of the reverse split, stockholders also approved a reduction of the
shares of common and preferred stock authorized to be issued from 100,000,000
shares of common stock and 10,000,000 shares of preferred stock to 20,000,000
shares of common stock and 1,000,000 shares of preferred stock. These events
will become effective at the close of business on September 21, 1995. Within a
few weeks, stockholders of record will receive information relating to the
exchange of their stock certificates.
(M O R E . . . )
The Cooper Companies, Inc.
September 21, 1995
Page 2
Commenting on the reverse stock split, A. Thomas Bender, President and
Chief Executive Officer of the Company, said, 'Stockholders will benefit in two
ways from the reverse split. First, Cooper's stock will now be available to
professional money managers whose company policies do not permit investment in
lower-priced stocks. Second, investors should now be able to buy the Company's
common stock on margin.'
Odd Lot Trading Program
An odd lot purchase/sale program will begin in late September and end
on October 31, 1995, subject to extension. Under the program, all stockholders
owning fewer than 100 shares of the Company's stock, after giving effect to the
one-for-three reverse stock split, will be provided with a low-cost opportunity
to sell all of their shares or to purchase the number of shares that would
increase their holdings to 100 shares. Information on the odd lot program will
be mailed to all stockholders eligible to participate in the program. Mr. Bender
stated that, 'In addition to providing small stockholders with a low cost
opportunity to sell their shares or increase their holdings to 100 shares, the
anticipated reduction in the number of stockholders will result in annual
savings to the Company.'
Board of Directors Re-Elected
The stockholders re-elected the Company's Board of Directors. It
consists of A. Thomas Bender, President and Chief Executive Officer of the
Company; Mark A. Filler, Executive Vice President of Prism Mortgage Company;
Michael H. Kalkstein, partner in the law firm of Graham & James; Moses Marx,
general partner in United Equities Company and President of Momar Corp.; Donald
Press, Executive Vice President of Broadway Management, Inc. and principal in
the firm of Donald Press, P.C.; Allan E. Rubenstein, M.D., Chairman of the Board
of MTC Imaging Services and a member of the faculty of the Mt. Sinai School of
Medicine and the Mt. Sinai Neurofibromatosis Research and Treatment Center; and
Steven Rosenberg, Vice President and Chief Financial Officer and Acting
President of Cooper Life Sciences, Inc.
(M O R E . . . )
The Cooper Companies, Inc.
September 21, 1995
Page 3
Company Officers
At a meeting of the Board of Directors held immediately following the
stockholders meeting, the Directors re-elected the following officers of The
Cooper Companies, Inc.:
Name Office
- ---- ------
Allan E. Rubenstein, M.D. Chairman of the Board
A. Thomas Bender President and Chief Executive Officer
Robert S. Holcombe Senior Vice President and General Counsel
Robert S. Weiss Senior Vice President, Treasurer and Chief Financial Officer
Gregory A. Fryling Vice President, Business Development
Audrey A. Murray Vice President of Risk Management and Employee Benefits
Stephen C. Whiteford Vice President and Corporate Controller
Marisa F. Jacobs Secretary and Associate General Counsel
Mary G. Cowie Assistant Secretary
Performance Highlights
Mr. Bender reviewed highlights of the Company's recent performance. He
noted that during fiscal 1994 and continuing in 1995, the Company resolved a
number of legal, financial and operating difficulties that significantly
improved the Company's performance.
'The majority of the costly litigation involving the Company has now
been eliminated, dramatically reducing legal fees. The Company's debt was
restructured and an $8 million line of credit was established that, together
with the now cash positive position of the Company, allows us to fund selective
strategic projects in our core operating areas of vision care and gynecology,'
said Bender. In addition, he noted that the Company's capitalization was
streamlined when its preferred stock was converted into common stock, thereby
eliminating the requirement to pay preferred stock dividends.
Fiscal 1994 ended with two profitable quarters that began a series of
five consecutive
(M O R E . . . )
The Cooper Companies, Inc.
September 21, 1995
Page 4
profitable quarters extending through the third quarter of fiscal 1995. During
this time, the Company's operating results have improved significantly.
The Company's core operating businesses performed well during 1994 and
are now being guided by a strategic plan that capitalizes on the Company's
experience and success in underserved segments of the healthcare market.
Through three quarters of fiscal 1995, sales of CooperVision, the
Company's specialty contact lens manufacturing business, grew 11% and operating
income grew 17%. This business unit is powering the Company's turn-around. Much
of its growth is attributable to the success of its line of toric contact lenses
that correct astigmatism with high quality, technologically superior products,
such as the Preference Toric'tm' line.
During 1994, CooperVision Pharmaceuticals continued its clinical trials
involving CalOptic'tm', its brand of Verapamil, a Class I calcium channel
blocker being developed for the treatment of glaucoma. Because of the sizable
further investment that would be required to obtain FDA regulatory clearance to
market the product in the U.S., the Company decided to seek a relationship with
a strategic partner to co-develop the product while limiting its own CalOptic
research expenses. Discussions with potential partners continue.
The Company's CooperSurgical unit has narrowed its market focus to
gynecology and right-sized its organization. In June of 1995, it acquired a
technologically advanced uterine manipulator device and related products that
will compete in a $25 million segment of the U.S. gynecology market that is
growing at more than 10% per year. Through three quarters of 1995, sales of
CooperSurgical's products for use by gynecologists grew approximately 10% and
now represent over 70% of the unit's business. Long-term, CooperSurgical's
strategy is to grow its business by acquiring proprietary products for use in
the gynecologist's office and outpatient settings, while limiting its investment
in longer term, higher risk research and development projects.
Hospital Group of America, the Company's psychiatric business, has
increasingly focused
(M O R E . . . )
The Cooper Companies, Inc.
September 21, 1995
Page 5
its strategy on ancillary programs available to its clientele, including
outpatient services, residential treatment centers and academies. Two of the
unit's hospitals performed well in 1994 and continue to do so in 1995. At its
third hospital, work continues to improve results that have been, and continue
to be, negatively impacted by a medical staff management contract. The Company
is reviewing various alternatives to resolve the problem.
In concluding his remarks, Mr. Bender summarized his future
expectations for the Company by anticipating continued strong performance at
CooperVision and the development of CooperSurgical into a leading gynecology
business. Defining his most important future management task, Bender observed
that, 'With our expenses now becoming appropriate for a company of our current
size, my primary focus is on growing revenue and using the value inherent in our
$240 million of net operating losses.'
The Cooper Companies, Inc. and its subsidiaries develop, manufacture
and market specialty healthcare products and services. CooperVision, Inc.,
headquartered in Irvine, CA, with additional manufacturing facilities in
Huntington Beach, CA, Rochester, NY, and Ontario, Canada, markets a range of
contact lenses for the vision care market. CooperVision Pharmaceuticals, Inc.,
also headquartered in Irvine, CA, develops ophthalmic pharmaceutical products.
CooperSurgical, Inc., located in Shelton, CT, markets diagnostic and surgical
instruments and accessories for the gynecological market. Hospital Group of
America, Inc. provides psychiatric services through hospitals in New Jersey,
Delaware and Illinois.
NOTE: The Cooper Companies, Inc. press releases and selected financial
data are available at no charge through Business Wire's NewsOnDemand'tm'
Service. For a menu of available information or to retrieve specific
information, call 1-800-356-0742.
