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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q-A (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED APRIL 30, 1996 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________ COMMISSION FILE NUMBER 1-8597 THE COOPER COMPANIES, INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2657368 -------- ---------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) 6140 STONERIDGE MALL RD., SUITE 590, PLEASANTON, CA 94588 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (510) 460-3600 INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. COMMON STOCK, $.10 PAR VALUE 11,656,833 SHARES ----------------------------- --------------------- CLASS OUTSTANDING AT MAY 31, 1996 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-Q for the fiscal quarter ended April 30, 1996, as set forth in the page attached hereto: Part II. Item 4. Submission of Matters to a Vote of Security Holders. PART II Item 4. Submission of Matters to a Vote of Security Holders. The 1996 Annual Meeting of Stockholders was held on March 27, 1996. Each of the seven individuals nominated to serve as directors of the Company were re-elected to office. Information with respect to votes cast for or withheld from such nominee is set forth below: Votes Director Votes For Withheld A. Thomas Bender 10,513,821 124,467 Mark A. Filler 10,508,548 129,740 Michael H. Kalkstein 10,514,071 124,217 Moses Marx 10,514,061 124,227 Donald Press 10,514,053 124,235 Steven Rosenberg 10,510,405 127,883 Allan E. Rubenstein 10,514,149 124,139 Stockholders were asked to approve the Company's 1996 Long- Term Incentive Plan for Non-Employee Directors. A total of 9,880,320 shares voted in favor of the proposal, 658,498 shares voted against the proposal and 104,470 shares abstained from voting. Stockholders were also asked to ratify the appointment of KPMG Peat Marwick LLP as independent certified public accountants for the Company for the fiscal year which ended October 31, 1996. A total of 10,516,041 shares were voted in favor of the ratification, 75,727 shares were voted against it and 46,520 shares abstained. 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 thereunto duly authorized. The Cooper Companies, Inc. -------------------------- (Registrant) Date: August 27, 1996 /s/ Robert S. Weiss ------------------------------------------- Executive Vice President, Treasurer and Chief Financial Officer