================================================================================ SECURITIES AND EXCHANGE COMMISSION 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 11, 1999 THE COOPER COMPANIES, INC. (Exact name of registrant as specified in its charter) 6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588 (Address of principal executive offices) (925) 460-3600 (Registrant's telephone number, including area code) ================================================================================
Delaware 1-8597 94-2657368 (State or other jurisdiction (Commission (IRS Employer Identification No.) of incorporation) File Number) ITEM 5. OTHER EVENTS. On January 11, 1999, The Cooper Companies, Inc. (the "Company") issued a press release announcing it has signed a definitive agreement to sell the MeadowWood Hospital property of its Hospital Group of America business unit to Focus Healthcare, LLC. On January 20, 1999, the Company issued a press release announcing the completion of this sale. These two press releases are filed as exhibits hereto and are incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
Exhibit No. Description - ------- ----------- 99.1 Press Release dated January 11, 1999 of The Cooper Companies, Inc. 99.2 Press Release dated January 20, 1999 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 20, 1999 EXHIBIT INDEX
Exhibit Sequentially No. Description Numbered Page - ------- ----------- ------------- 99.1 Press Release dated January 11, 1999 of The Cooper Companies, Inc. 99.2 Press Release dated January 20, 1999 of The Cooper Companies, Inc.
CONTACT: NORRIS BATTIN THE COOPER COMPANIES, INC. E-MAIL: nbattin@usa.net FOR IMMEDIATE RELEASE COOPER SIGNS DEFINITIVE AGREEMENT WITH FOCUS HEALTHCARE TO DIVEST MEADOWWOOD HOSPITAL HOSPITAL GROUP OF AMERICA WILL CLOSE ITS HEADQUARTERS ----------------------------------------------------- IRVINE, Calif., January 11, 1999--The Cooper Companies, Inc. (NYSE/PCX: COO) today announced that it has signed a definitive agreement to sell the MeadowWood hospital property of its Hospital Group of America business unit (HGA) to Focus Healthcare, LLC. At closing, which is expected by the end of this month, Cooper will net approximately $5.0 million in cash and trade receivables. The closing is subject to customary closing conditions. Cooper also said that it will close HGA's corporate headquarters at the end of January, eliminating approximately $1 million of annual costs. In October 1998, Cooper declared HGA a discontinued operation. The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. Corporate offices are located in Irvine and Pleasanton, Calif. CooperVision, Inc., markets a broad range of contact lenses for the vision care market. It is headquartered in Irvine, Calif., with manufacturing facilities in Huntington Beach, Calif., Rochester, N.Y., Toronto, Canada and Hampshire, England. CooperSurgical, Inc., headquartered in Shelton, Conn., markets diagnostic products and surgical instruments, equipment and accessories for the women's healthcare market. FORWARD-LOOKING STATEMENTS Statements in this report that are not based on historical fact may be "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. They include words like "may," "will," "expect," "estimate," "anticipate," "continue" or similar terms and reflect Cooper's current analysis of existing trends. Actual results could differ materially from those indicated due to: major changes in business conditions and the economy, loss of key senior management, major disruptions in the operations of Cooper's manufacturing facilities, new competitors or technologies, significant disruptions caused by the failure of third parties to address the Year 2000 issue or by unforeseen delays in completing Cooper's Year 2000 compliance program, acquisition integration costs, foreign currency exchange exposure including the potential impact of the Euro, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, regulatory issues, significant environmental clean-up costs above those already accrued, litigation costs, costs of business divestitures, and items listed in the Company's SEC reports, including the section entitled "Business " in its Annual Report on Form 10-K for the year ended October 31, 1997.
CONTACT: Norris Battin The Cooper Companies, Inc. E-mail: nbattin@use.net FOR IMMEDIATE RELEASE COOPER COMPLETES SALE OF MEADOWWOOD HOSPITAL IRVINE, Calif., January 20, 1999 - The Cooper Companies, Inc. (NYSE/PCX:COO) today announced that it has completed the sale of the MeadowWood Hospital property of its Hospital Group of America business unit (HGA) to Focus Healthcare. Cooper netted approximately $5.0 million in cash and trade receivables. In October 1998, Cooper declared HGA a discontinued operation. The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. Corporate offices are located in Irvine and Pleasanton, Calif. CooperVision, Inc. markets a broad range of contact lenses for the vision care market. It is headquartered in Irvine, Calif., with manufacturing facilities in Huntington Beach, Calif., Rochester, N.Y., Toronto, Canada and Hampshire, England. CooperSurgical, Inc., headquartered in Shelton, Conn., markets diagnostic products and surgical instruments, equipment and accessories for the women's healthcare market.