BACOU USA INC
8-K, 1999-03-16
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): March 12, 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)      Pursuant  to  Form  8-K,  General   Instruction  F,  Registrant  hereby
         incorporates by reference the press release  attached hereto as Exhibit
         99.

(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: March 15, 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 ANNOUNCES SLOW FIRST QUARTER 1999 SALES


SMITHFIELD,  R.I.,  March 12,  1999--Bacou  USA,  Inc.  (NYSE:  BAU),  a leading
manufacturer  of  personal  protective  equipment,  today  announced  that it is
experiencing  weaker than expected  sales  results in the first  quarter  ending
March 31, 1999.  Although  approximately three weeks remain for additional sales
to be recorded in the quarter,  Bacou USA expects that the weakness in its first
quarter  sales will  cause its  earnings  per share for the first  quarter to be
somewhat  less than the $0.36  reported  for the first  quarter of 1998 prior to
non-recurring  items,  however,  substantially above the actual reported results
for that  period  of $0.15  after  non-recurring  items.  Bacou USA  expects  to
announce its earnings  for the current  quarter  during the third week of April,
1999.

         The company  attributed  the slower than  expected rate of sales to the
following three factors: lower sales for the company's  market-leading astrospec
3000 protective  eyewear  products  because they are not included in this year's
first quarter promotion program;  lower sales of hearing protection products due
to a change in the  structure of  promotional  programs that  emphasizes  annual
rather than quarterly growth incentives; and generally less robust demand within
the marketplace due to high inventory levels at distributors.

         "Although  sales have been  disappointing  in January and  February for
some product lines, we remain  cautiously  optimistic  about 1999",  said Walter
Stepan,  Vice Chairman,  President and CEO of Bacou USA. "Sales of our technical
safety products have been relatively strong, with growth over first quarter 1998
sales."




                                     -more-
<PAGE>



         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(TM) 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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