BACOU USA INC
8-K, 1999-01-20
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): January 19, 1999
 ------------------------------------------------------------------------------

                                 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 January 19, 1999,  Bacou  USA, Inc. (the  "Company")  issued a Press
         Release  announcing  that  net sales for 1998 were $219.6  million,  up
         67.8%  over  1997  and for the  fourth  quarter  net sales  were  $54.3
         million, up 49.1% over the same period in 1997


(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:  January 19, 1999





Contact:
At the Company:                             At the Financial Relations Board:
Philip B. Barr                              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

BACOU USA '98 SALES REACH $219.6 MILLION, UP 67.8% OVER '97 o Q4 '98 Net Sales
Total $54.3 Million,  up 49.1% from $36.4 Million for Q4 '97 o Full Year '98 Pro
Forma Internal Growth of 11.1%

SMITHFIELD,  R.I.,  January 19,  1999--Bacou  USA, Inc.  (NYSE:  BAU), a leading
manufacturer  of personal  protective  equipment,  today  announced that its net
sales for the fourth  quarter of 1998  increased to $54.3 million  compared with
1997 fourth  quarter net sales of $36.4  million,  up 49.1%.  For the year ended
December 31, 1998, the company reported net sales of $219.6 million, an increase
of 67.8% over net sales for the 1997 period of $130.9 million.

     The company  attributed  the  increases to both  acquisitions  and internal
sales growth. Bacou USA acquired its Biosystems and Survivair divisions in 1997,
and its Howard  Leight  division in February  1998. If Bacou USA had owned these
businesses  for the same  periods  in 1997 as it did in 1998,  the  year-to-year
sales comparison would show growth from $197.6 million in 1997 to $219.6 million
in 1998, representing pro forma internal growth of 11.1%.

     "Today we are reporting two important  milestones for Bacou USA," commented
Walter  Stepan,  Vice  Chairman,  President and CEO of Bacou USA. "For the first
time,  we have  exceeded $200 million in annual  sales.  More  impressively,  we
achieved  double digit internal  growth for 1998. We believe our internal growth
rate shows that our corporate  strategy is sound, our execution of that strategy
is working, our customers have accepted and support our strategic direction, and
we have built important sales momentum within the markets for our products."

     "Based on these sales results,  we anticipate meeting or slightly exceeding
Wall Street's  expectations  for  fourth-quarter  and full-year  earnings," said
Stepan.  According to First Call, the four-analyst  consensus for fourth-quarter
earnings  per share is $0.30 for Bacou  USA,  which  would be up 30.4%  from the
fourth quarter of 1997 (in which the company  reported  earnings per share prior
to non-recurring  items of $0.23).  The four-analyst  consensus for earnings per
share is $1.45 for the full-year  1998, up 29.5% over 1997 earnings per share of
$1.12 (both years prior to non-recurring  items).  Bacou USA expects to announce
fourth-quarter and full-year earnings on February 8, 1999.

     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.  Forbes magazine in November ranked
Bacou USA  among  America's  best 200 small  companies.  Bacou  USA'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 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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