- --------------------------------------------------------------------------------


                             Washington, D.C. 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): January 30, 1997


                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

          Delaware                         1-8597                         94-2657368
(State or other jurisdiction       (Commission File Number)   (IRS Employer Identification No.)
     of incorporation)
6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588 (Address of principal executive offices) (510) 460-3600 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On January 30, 1997, The Cooper Companies, Inc. (the "Company") issued a press release announcing an agreement with Rohto Pharmaceutical Company Ltd. ("Rohto") under which Rohto was provided with exclusive rights to market the Company's contact lenses in Japan. This release is filed as an exhibit hereto and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
Exhibit No. Description - ------- ----------- 99.1 Press Release dated January 30, 1997 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/ Stephen C. Whiteford ----------------------------------- Stephen C. Whiteford Vice President and Corporate Controller (Principal Accounting Officer) Dated: January 31, 1997 EXHIBIT INDEX
Exhibit Sequentially No. Description Numbered Page - ------- ----------- ------------- 99.1 Press Release dated January 30, 1997 of The Cooper Companies, Inc.



Norris Battin
The Cooper Companies, Inc.
714-597-4700 or 714-637-4299

    CooperVision Signs Agreement with Rohto Pharmaceutical Companies, Ltd., a
             Major Supplier of Non-prescription Ophthalmic Products

Irvine, CA, January 30, 1997--CooperVision, Inc., a subsidiary of The Cooper
Companies, Inc., (NYSE/PSE:COO) and Rohto Pharmaceutical Company, Ltd.,
headquartered in Osaka, Japan, announced today that they had signed an agreement
providing Rohto with exclusive marketing rights to market CooperVision's line of
proprietary contact lenses in Japan and non-exclusive marketing rights in
certain other Pacific Rim countries.

The agreement calls for Rohto, a leading manufacturer of contact lens care
products and the largest supplier of non-prescription ophthalmic products in
Japan, to market lenses manufactured by CooperVision, after Rohto obtains
regulatory approval.

The companies believe that approval will occur within two years. Rohto will also
market CooperVision's line in certain Asian countries outside of Japan.
CooperVision's products will be the primary line of contact lenses that Rohto
will market.

CooperVision will receive an initial payment, and Rohto will make a series of
milestone payments as regulatory approval progresses. When marketing begins,
CooperVision will receive manufacturing profits. Specific terms of the agreement
were not announced.

With more than 8 million contact lens wearers, Japan is the second largest
contact lens market in the world behind the United States.

More than 60% of Japan's contact lens population now wear hard lenses, while in
most other major markets of the world, nearly 80% wear soft lenses. Today,
however, the trend is beginning to change and soft lenses are becoming more
popular in Japan. In 1996, more than 50% of people wearing lenses for the first
time chose soft lenses. By the year 2000, industry estimates indicate that
Japan's population of soft lens wearers will mirror that of the other major

Rohto Pharmaceutical Company, Ltd., is the leading manufacturer of
non-prescription ophthalmic products in Japan, holding more than a 33% share of
the market and is a leading manufacturer of contact lens care products.
Approximately half of Rohto's $300 million in sales are generated by
non-prescription ophthalmic products.

Rohto is a publicly traded company with its two major manufacturing facilities
in Japan and the United States with other facilities in more than 20 other

Commenting on the agreement, Mr.Yasukuni Yamada, President and Chief Executive
Officer of Rohto Pharmaceuticals, noted that the ability to market
CooperVisions's line of high quality, proprietary contact lenses in Japan will
allow Rohto to become a significant participant in the contact lens market,
while, at the same time, enhancing their position in the contact lens care

Thomas Bender, President and Chief Executive Officer of The Cooper Companies,
Inc. said, "This agreement gives CooperVision a strong strategic position in the
Japanese market and leverages the superiority of our proprietary manufacturing
process for contact lenses.

We are delighted to have such a well-respected firm as Rohto Pharmaceuticals as
our partner in this venture. Rohto's reputation as an aggressive marketer and
their success with ophthalmic products lead me to believe that, after regulatory
approval, their efforts will generate a significant profit contribution for

This press release contains projections and other forward-looking statements
concerning CooperVision, Inc. Actual results could differ materially from these
projections. Factors that could cause or contribute to differences include:
major changes in business conditions and the economy in general, new competitive
inroads, regulatory and other delays on new products and programs, unexpected
changes in reimbursement rates and payer mix, unforeseen litigation, decisions
to divest businesses and the cost of acquisition activity, particularly if a
large acquisition is not completed.

CoooperVision's, 1997 sales and operating income are expected to grow at
mid-teens percentages.

The Cooper Companies, Inc. expects compounded revenue growth in the mid-teens
and compounded operating earnings growth of over 30% for the next several years.
Cooper expects to grow earnings per share, excluding tax benefits, in the
neighborhood of 40% in each of the next two years.

CooperVision, Inc., headquartered in Irvine, Calif., with additional
manufacturing facilities in Huntington Beach, Calif., Rochester, N. Y., and
Ontario and Quebec, Canada, markets a broad range of contact lenses for the
vision care market. The Cooper Companies, Inc. and its subsidiaries develop,
manufacture and market specialty healthcare products and provide psychiatric

NOTE: An interactive telephone system that provides stock quotes, recent press
releases and financial data about the Cooper Companies, Inc. may be reached
toll free at 1-800-334-1986. Press releases and selected financial data are
also available on the worldwide web at businesswire.com.