- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 10-K-A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997 COMMISSION FILE NO. 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) IDENTIFICATION NO.) 6140 STONERIDGE MALL ROAD, SUITE 590 94588 PLEASANTON, CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 510-460-3600 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- Common Stock, $.10 Par Value, and New York Stock Exchange associated Rights Pacific Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 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, and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 1997; Common Stock, $.10 Par Value -- $589,841,619. Number of shares outstanding of the registrant's common stock, as of December 31, 1997: 14,799,705. DOCUMENTS INCORPORATED BY REFERENCE: DOCUMENT PART OF FORM 10-K -------- ----------------- Portions of the Annual Report to Stockholders Parts I and II for the fiscal year ended October 31, 1997 Portions of the Proxy Statement for the Annual Part III Meeting of Stockholders to be held April 2, 1998 - -------------------------------------------------------------------------------- The undersigned registrant hereby amends the signature page of its Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended October 31, 1997, as set forth in the page attached hereto. 1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on January 27, 1998. THE COOPER COMPANIES, INC. By: /s/ A. THOMAS BENDER ................................ A. Thomas Bender President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates set forth opposite their respective names. 2
Signature Capacity Date --------- -------- ---- /s/ ALLAN E. RUBENSTEIN Chairman of the Board of Directors January 27, 1998 ............................ (Allan E. Rubenstein) /s/ A. THOMAS BENDER President, Chief Executive Officer January 27, 1998 ............................ and Director (A. Thomas Bender) /s/ ROBERT S. WEISS Executive Vice President, Treasurer January 27, 1998 ............................ Chief Financial Officer and (Robert S. Weiss) Director /s/ STEPHEN C. WHITEFORD Vice President and Corporate January 27, 1998 ............................ Controller (Stephen C. Whiteford) /s/ MICHAEL H. KALKSTEIN Director January 27, 1998 ............................ (Michael H. Kalkstein) /s/ MOSES MARX Director January 27, 1998 ............................ (Moses Marx) /s/ DONALD PRESS Director January 27, 1998 ............................ (Donald Press) /s/ STEVEN ROSENBERG Director January 27, 1998 ............................ (Steven Rosenberg) /s/ STANLEY ZINBERG Director January 27, 1998 ............................ (Stanley Zinberg) Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunder duly authorized. THE COOPER COMPANIES, INC. By: /s/ Stephen C. Whiteford ------------------------------------ Stephen C. Whiteford Vice President and Corporate Controller (Principal Accounting Officer) Dated: January 29, 1998 3