BACOU USA INC
8-K, 1998-11-04
OPHTHALMIC GOODS
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                                  UNITED STATES
                       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): November 3, 1998
- --------------------------------------------------------------------------------

                                 BACOU USA, INC.
                                 ---------------

             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                                    --------

                 (State or other jurisdiction of incorporation)


         0-28040                                        05-0470688
- --------------------------------------------------------------------------------
(Commission file number)                    (IRS Employer Identification Number)


                   10 Thurber Boulevard, Smithfield, RI 02917
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 401-233-0333




<PAGE>


Item 5.  OTHER EVENTS

(a)      On November 3, 1998,  Bacou USA,  Inc. (the  "Company")  issued a Press
         Release  announcing an article that appeared in Forbes Magazine ranking
         the Company among the 200 best small companies in America.

(b)      Exhibits

         Item 601
         Exhibit                            Exhibit Title
         -----------                        ---------------

         Exhibit 99                         Press Release



<PAGE>

         SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          BACOU USA, INC.
                                          Registrant



                                          By: /s/Philip B. Barr
                                              ----------------------------------
                                                 Philip B. Barr
                                                 Executive Vice President and
                                                 Chief Financial Officer

Dated:  November 4, 1998





  


                                                     Exhibit 99



Contact:
At the Company:                             At the Financial Relations Board:
Philip B. Barr, Jr.                         212-661-8030
Chief Financial Officer                     Analyst Information:  John McNamara
Investor Relations                          Media Information:    Alan Goldsand
401-233-0333                                General Information:  Jeff Bogart


FOR IMMEDIATE RELEASE


                   FORBES RANKS BACOU USA AMONG 200 BEST SMALL
                              COMPANIES IN AMERICA

SMITHFIELD,  R.I.,  November 3,  1998--Bacou  USA, Inc.  (NYSE:  BAU), a leading
manufacturer of personal  protective  equipment,  ranks among the 200 best small
companies in America,  according to Forbes  magazine in its issue of November 2,
1998.

     The magazine  reviewed more than 2,800 companies whose most recent 12-month
sales ranged  between $5 million and $350 million.  The companies were evaluated
on the basis of seven different measures of profitability and growth.

     Bacou was ranked No. 131 overall and  achieved top 100 rankings in the four
quantitative  measures ranked separately in the article.  As reported by Forbes,
the separate rankings are as follows:

     o 20% five year average return on equity, ranking 95th
     
     o $181 million of sales for latest 12 months, ranking 76th

     o $23.1 million of net income for latest 12 months, ranking 41st

     o $305 million of market value on October 2, ranking 72nd

     "We are pleased that Forbes,  one of the leading  business  publications in
America,  has selected Bacou USA as one of the best small companies in America,"
said Walter Stepan,  Vice  Chairman,  President and Chief  Executive  Officer of
Bacou USA.  "We are a young  company  with a clear  vision of growth  within the
safety  industry.  We have been  following a well defined  business  strategy of
select  acquisitions  and internal  growth,  which has  produced  the  excellent
financial  results  reported by Forbes.  It is very  gratifying  to all of us at
Bacou to receive  this  prestigious  ranking and  national  recognition  for the
success we have achieved so far."

     Bacou USA, Inc. makes and sells leading brands of products that protect the
sight, hearing and respiratory systems of workers against occupational  hazards,
as well as related instrumentation  including vision screeners, gas monitors and
computerized  test benches for  respirators.  The company's  products,  marketed
under  Uvex(R),  Howard  Leight(R),   Survivair(R),   Pro-Tech(R),   Biosystems,
Titmus(R),  LaserVision and Lase-R Shield brand names,  are sold  principally to
industrial safety distributors, fire fighting equipment distributors and optical
laboratories.  News and  information  are available at the company's  Website at
http://www.bacouusa.com.

     To receive  additional  information  on Bacou  USA,  Inc.,  via fax,  at no
charge, dial  1-800-PRO-INFO and enter code BAU. For international  access, dial
732-544-2850.

                                       ###

     Statements  contained in this press release that are not  historical  facts
are  forward-looking  statements  that are  made  pursuant  to the  safe  harbor
provisions  of the Private  Securities  and  Litigation  Reform Act of 1995.  In
addition,  words  such  as  "believes,"  "anticipates,"  "expects"  and  similar
expressions are intended to identify forward-looking statements. Forward-looking
statements  involve  risks and  uncertainties,  including but not limited to the
timely  development  and  acceptance of new products,  the impact of competitive
products and pricing, changing market conditions,  the successful integration of
acquisitions, continued availability and favorable pricing of raw materials, the
ability of the company and its key vendors to successfully  respond to year 2000
issues and the other risks detailed in the company's  prospectus filed March 27,
1996  and  from  time  to time in  other  filings.  Actual  results  may  differ
materially from those projected.  These forward-looking statements represent the
company's  judgment  as of the  date of this  release.  The  company  disclaims,
however, any intent or obligation to update these forward-looking statements.



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