<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 14a-11(c) or 14a-12
DATASCOPE CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
DATASCOPE CORP.
14 PHILIPS PARKWAY
MONTVALE, NEW JERSEY 07645
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 12, 1995
---------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Datascope
Corp. (the "Corporation") will be held at 11:00 o'clock A.M., local time, on
December 12, 1995, at The Harmonie Club, 4 East 60th Street, New York, New York,
for the following purposes:
1. To elect two directors of the Corporation to hold office until the
Annual Meeting of Shareholders occurring in 1998 and until the election and
qualification of their respective successors;
2. To approve the adoption of the Datascope Corp. 1995 Stock Option Plan;
3. To approve the grant to each of the non-employee directors of the
Corporation of a ten-year option to purchase 5,000 shares of Common Stock; and
4. To transact such other business as may properly come before the meeting.
Only holders of record of the Corporation's Common Stock at the close of
business on October 27, 1995 are entitled to notice of, and to vote at, the
meeting and any adjournment thereof. Such shareholders may vote in person or by
proxy.
SHAREHOLDERS WHO FIND IT CONVENIENT ARE CORDIALLY INVITED TO ATTEND THE
MEETING IN PERSON. IF YOU ARE NOT ABLE TO DO SO AND WISH THAT YOUR STOCK BE
VOTED, YOU ARE REQUESTED TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
MURRAY PITKOWSKY,
Secretary
Dated: November 1, 1995
<PAGE> 3
DATASCOPE CORP.
14 PHILIPS PARKWAY
MONTVALE, NEW JERSEY 07645
---------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Datascope Corp. (the "Corporation") of proxies to be
used at the Annual Meeting of Shareholders of the Corporation to be held at
11:00 o'clock A.M., local time, on December 12, 1995, at The Harmonie Club, 4
East 60th Street, New York, New York, and at any adjournments thereof. The
purposes of the meeting are:
1. To elect two directors of the Corporation to hold office until the
Annual Meeting of Shareholders occurring in 1998 and until the election and
qualification of their respective successors;
2. To approve the adoption of the Datascope Corp. 1995 Stock Option Plan;
3. To approve the grant to each of the non-employee directors of the
Corporation of a ten-year option (the "Director Options") to purchase 5,000
shares of Common Stock; and
4. To transact such other business as may properly come before the meeting.
If proxy cards in the accompanying form are properly executed and returned,
the shares of Common Stock represented thereby will be voted as instructed on
the proxy. If no instructions are given, such shares will be voted (i) for the
election as directors of the nominees of the Board of Directors named below,
(ii) for the approval of the Datascope Corp. 1995 Stock Option Plan (the "1995
Stock Option Plan"), (iii) for the approval of the grant of the Director
Options; and (iv) in the discretion of the Proxies named in the proxy card on
any other proposals to properly come before the meeting or any adjournment
thereof. Any proxy may be revoked by a stockholder prior to its exercise upon
written notice to the Secretary of the Corporation, or by the vote of a
stockholder cast in person at the meeting. The approximate date of mailing of
this Proxy Statement is November 1, 1995.
VOTING
Holders of record of the Corporation's Common Stock on October 27, 1995,
will be entitled to vote at the Annual Meeting or any adjournment thereof. As of
that date, there were 16,103,980 shares of Common Stock outstanding and entitled
to vote, and a majority, or 8,051,991 of these shares, will constitute a quorum
for the transaction of business. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business. Each share of Common Stock entitles the holder thereof
to one vote on all matters to come before the meeting, including the election of
directors.
The favorable vote of a majority of the votes cast at the meeting is
necessary to elect each director of the Corporation, to adopt the 1995 Stock
Option Plan, and to approve the Director Options. Abstentions and broker
non-votes are not considered votes cast and will have no effect on the outcome
of the matters scheduled to be considered at the Annual Meeting. The Board of
Directors recommends a vote FOR each of the nominees named below, FOR the
adoption of the 1995 Stock Option Plan, and FOR the approval of the Director
Options.
INFORMATION AS TO NOMINEES AND OTHER DIRECTORS
Two directors are to be elected at the Annual Meeting. The Board of
Directors has recommended the persons named in the table below as nominees for
election as directors. Both such persons are presently directors of the
Corporation. Unless otherwise specified in the accompanying proxy, the shares
voted pursuant to it will be voted for the persons named below as nominees for
election as directors. If, for any reason, at the time of the election any of
the nominees should be unable or unwilling to accept election, it is intended
that such proxy will be voted for the election, in such nominee's place, of a
substitute nominee recommended by
<PAGE> 4
the Board of Directors. However, the Board of Directors has no reason to believe
that any nominee will be unable or unwilling to serve as a director.
The following information is supplied with respect to the nominees for
election as directors of the Corporation in class I, and for the directors in
classes II and III whose terms expire at the Annual Meeting of Shareholders
occurring in 1996 and 1997, respectively, and until the election and
qualification of their respective successors. Unless otherwise indicated below,
each director has had the principal occupation(s) indicated on the table for
five years or more.
NOMINEES FOR DIRECTOR
CLASS I (If elected each director will hold office until the Annual Meeting
of Shareholders occurring in 1998 and until the election and qualification of
their respective successors.)
<TABLE>
<CAPTION>
HAS BEEN A DIRECTOR
PRINCIPAL OCCUPATION OF THE CORPORATION
NAME OF DIRECTOR AGE OR EMPLOYMENT DURING
- --------------------- --- ------------------------------------ -------------------
<S> <C> <C> <C>
George Heller 73 Director(1) 1970-1979;
1980-present
William L. Asmundson 58 Senior Investment Manager of 1969-present
Rockefeller & Co. Inc.
</TABLE>
DIRECTORS WHOSE TERM OF OFFICE
WILL CONTINUE AFTER THE ANNUAL MEETING
CLASS II
<TABLE>
<CAPTION>
HAS BEEN A DIRECTOR
PRINCIPAL OCCUPATION OF THE CORPORATION
NAME OF NOMINEE AGE OR EMPLOYMENT DURING
- --------------------- --- ------------------------------------ -------------------
<S> <C> <C> <C>
David Altschiller 54 Chairman/Chief Executive Officer of 1982-present
Altschiller & Company(2)
Joseph Grayzel, M.D. 64 Consultant to the Corporation and 1969-present
Physician
</TABLE>
CLASS III
<TABLE>
<CAPTION>
HAS BEEN A DIRECTOR
PRINCIPAL OCCUPATION OF THE CORPORATION
NAME OF DIRECTOR AGE OR EMPLOYMENT DURING
- --------------------- --- ------------------------------------ -------------------
<S> <C> <C> <C>
Lawrence Saper 67 Chairman of the Board and President 1964-present
of the Corporation
Norman M. Schneider 84 Business Consultant(3) 1982-present
</TABLE>
- ---------------
(1) Mr. Heller also served as Senior Vice President of the Corporation from 1970
through 1979 and from 1980 through October 19, 1992 and as Secretary of the
Corporation from 1970 through 1979 and from 1980 through December 31, 1992.
(2) Mr. Altschiller is the Chairman of the Board and Chief Executive Officer of
Altschiller & Company (the "Agency"), an advertising agency. Formerly named
Altschiller, Reitzfield, Davis/Tracey-Locke, the Agency separated from
Tracey-Locke in May 1992. The Agency is a wholly-owned subsidiary of
Omnicom, Inc., a publicly-owned communications company.
(3) Mr. Schneider is also a director of Park Electrochemical Corp. and Toys "R"
Us, Inc.
2
<PAGE> 5
MEETINGS OF THE BOARD
During the fiscal year ended June 30, 1995, five meetings of the Board of
Directors were held. Each of the directors attended 75% or more of the aggregate
number of meetings of the Board of Directors and committees on which he served.
The Board of Directors has an audit committee consisting of Messrs.
Altschiller, Asmundson and Schneider. The primary functions of the committee are
to review the Corporation's financial statements, recommend the appointment of
the Corporation's independent auditors and review the overall scope of the
audit. This committee held two meetings during the Corporation's last fiscal
year.
The Corporation has a stock bonus committee consisting of Dr. Grayzel and
Messrs. Saper and Heller. This committee is empowered to authorize the issuance
of up to 100 shares of the Corporation's Common Stock to each of certain
employees of the Corporation or of its subsidiaries who have been employed for
at least 10 years or who have provided outstanding services on behalf of the
Corporation. This committee held one meeting during the Corporation's last
fiscal year.
The Board of Directors also has a compensation committee consisting of
Messrs. Altschiller, Asmundson and Schneider. The primary responsibility of this
committee is to administer and make recommendations to the Board regarding the
Corporation's bonus plans, to review the compensation arrangements relating to
officers who are members of the Board of Directors and to administer the
Corporation's 1981 Incentive Stock Option Plan (the "1981 Stock Option Plan")
and the 1995 Stock Option Plan. This committee held four meetings during the
Corporation's last fiscal year.
The Board of Directors has no standing nominating committee.
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS
The following table provides information as to each person who is known to
the Corporation to be the beneficial owner of more than 5% of the Corporation's
voting securities as of October 1, 1995 (unless otherwise indicated):
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP COMMON STOCK(2)
-------------------------------------------------- ----------------------- ---------------
<S> <C> <C>
Lawrence Saper.................................... 2,974,205(3) 17.6%
14 Philips Parkway
Montvale, NJ 07645
State of Wisconsin Investment Board............... 865,000(4) 5.1%
P.O. Box 7842
Madison, WI 53707
</TABLE>
- ---------------
(1) This table identifies persons having sole voting and investment power with
respect to the shares set forth opposite their names as of October 1, 1995,
except as otherwise disclosed in the footnotes to the table, according to
information publicly filed or furnished to the Corporation by each of them.
(2) Shares beneficially owned, as recorded in this table, expressed as a
percentage of the shares of the Common Stock of the Corporation outstanding
as of October 1, 1995. For purposes of calculating Mr. Saper's beneficial
ownership, any shares subject to options exercisable within 60 days of
October 1, 1995 are deemed to be outstanding.
(3) Includes (i) 30,901 shares held in trust for the benefit of Mr. Saper's
minor children, (ii) 3,150 shares owned by Carol Saper, Mr. Saper's wife,
and (iii) 400,000 shares held in trust for the benefit of Carol Saper and
certain descendants of Mr. Saper; Mr. Saper disclaims beneficial ownership
as to all such shares. Includes 545,000 shares which are subject to
currently exercisable options. This includes an option to purchase 500,000
shares, which option became exercisable on August 3, 1994, subject to the
condition that the average of the high and low bid price of the Common Stock
as quoted on NASDAQ on the date of exercise is at least $20. The exercise
price of the option is $14.00, which was the fair market value of the Common
Stock on the date of grant.
(4) Number of shares beneficially owned by State of Wisconsin Investment Board
according to a report of Vickers Stock Research Corporation, for the period
ending June 30, 1995.
3
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information as of October 1, 1995 with respect
to the Common Stock of the Corporation beneficially owned by each director and
nominee (except Mr. Saper, whose holdings are shown in the preceding table) and
each of the Named Executive Officers (as defined in "Executive Compensation"
below), other than Mr. Saper, and by all directors and executive officers as a
group (including Mr. Saper):
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP COMMON STOCK(2)
------------------------------------------------ ----------------------- ---------------
<S> <C> <C>
David Altschiller............................... 39,650(3) *
William L. Asmundson............................ 28,250(4) *
Joseph Grayzel, M.D............................. 266,992(5) 1.6%
George Heller................................... 74,432(6) *
Norman M. Schneider............................. 27,500(4) *
Murray Pitkowsky................................ 64,817(7) *
Russell Van Zandt............................... 14,842(8) *
Richard Monastersky............................. 40,386(9) *
Stephen E. Wasserman............................ 6,250(10) *
All executive officers and directors as a group
(consisting of 13 individuals)................ 3,619,141(11) 21.4%
</TABLE>
- ---------------
* Less than 1%.
(1) This table identifies persons having sole voting and investment power with
respect to the shares set forth opposite their names, except as otherwise
disclosed in the footnotes to the table, according to information furnished
to the Corporation by each of them.
(2) Shares beneficially owned, as recorded in this table, expressed as a
percentage of the shares of the Common Stock of the Corporation outstanding
as of October 1, 1995. For the purpose of calculating each person's
beneficial ownership, any shares subject to options exercisable within 60
days of October 1, 1995 are deemed to be beneficially owned by, and
outstanding with respect to, such person.
(3) Includes 29,000 shares which are subject to currently exercisable options.
(4) Amounts beneficially owned by each of William L. Asmundson and Norman M.
Schneider include 14,000 shares which are subject to currently exercisable
options.
(5) Does not include 31,500 shares held in the name of Dr. Grayzel's children
(all of whom have attained majority) under the Uniform Gift to Minors Act,
as to which shares Dr. Grayzel disclaims beneficial ownership. Includes
51,000 shares which are subject to currently exercisable options. Does not
include 25,000 shares which are subject to options which will vest on the
attainment of certain milestones.
(6) Includes 8,000 shares which are subject to currently exercisable options.
(7) Includes 26,500 shares which are subject to currently exercisable options.
(8) Includes 13,500 shares which are subject to currently exercisable options.
(9) Includes 35,250 shares which are subject to currently exercisable options.
(10) Includes 6,250 shares which are subject to currently exercisable options.
(11) Includes 808,125 shares which are subject to currently exercisable options.
4
<PAGE> 7
EXECUTIVE OFFICERS OF THE CORPORATION
The following table sets forth the names, ages and all positions and
offices with the Corporation held by the Corporation's present executive
officers. Unless otherwise indicated below, each person has held the office
indicated for more than five years:
<TABLE>
<CAPTION>
NAME AGE POSITIONS AND OFFICES PRESENTLY HELD
- ----------------------------- --- ----------------------------------------------------------
<S> <C> <C>
Lawrence Saper............... 67 Chairman of the Board and President
Ernst Janzen................. 59 Senior Vice President
Murray Pitkowsky............. 64 Senior Vice President and Secretary(1)
Barry Cheskin................ 35 Vice President; President -- Collagen Products Division (2)
Richard Monastersky.......... 40 Vice President, Human Resources(3)
Russell Van Zandt............ 54 Vice President; President -- Cardiac Assist Division(4)
Stephen E. Wasserman......... 49 Vice President, Chief Financial Officer and Treasurer;
President -- Patient Monitoring Division(5)
S. Arieh Zak, Esq............ 34 Vice President of Regulatory Affairs and Corporate
Counsel(6)
</TABLE>
- ---------------
(1) Mr. Pitkowsky has been employed by the Corporation as Senior Vice President
since October 19, 1992, and as Secretary since January 1, 1993. From April
1986 through October 19, 1992, Mr. Pitkowsky served as Vice President,
Finance and Treasurer of the Corporation. He also served as Treasurer from
February 28, 1994 to May 23, 1994, and as Chief Financial Officer from
August 17, 1994 to May 16, 1995.
(2) Mr. Cheskin has been employed by the Corporation as Vice President and
President of the Collagen Products Division (formerly the VasoSeal and
Bioplex Divisions) since May 18, 1994. Mr. Cheskin served as General Manager
of the VasoSeal and Bioplex Divisions from November 18, 1992 to May 18,
1994. Previously, he served as Director of Business Development for the
Corporation from April 1, 1992. Prior to joining the Corporation, Mr.
Cheskin was a Senior Associate at Booz, Allen & Hamilton, a consulting firm,
where he worked from 1988 until he joined the Corporation.
(3) Mr. Monastersky has been employed by the Corporation in his current position
since October 15, 1990. From August 1988 through such date, Mr. Monastersky
served as the Director of Human Resources of the Corporation.
(4) Mr. Van Zandt has been employed by the Corporation in his present position
since July 16, 1992. From November 1989 through such date, Mr. Van Zandt
served as President of Bard Vascular Systems. From April 1986 through
November 1989, Mr. Van Zandt served as President of Bard Electro Medical
Systems.
(5) Mr. Wasserman has been employed by the Corporation as Vice President and
Treasurer since May 18, 1994, and as Chief Financial Officer since May 16,
1995. Mr. Wasserman also served as Chief Financial Officer of the
Corporation from May 18, 1994 through August 17, 1994. On August 17, 1994,
Mr. Wasserman was appointed President of the Patient Monitoring Division.
From August 1989 through December 1993 Mr. Wasserman served as a General
Manager of Melville Biologics and Vice President of N.Y. Blood Center.
(6) Mr. Zak has been employed by the Corporation as Corporate Counsel since
November 23, 1992, and as Vice President, Regulatory Affairs since September
20, 1995. Mr. Zak served as Director of Corporate Regulatory Affairs from
June 17, 1993 to September 20, 1995. From 1986 through 1992, Mr. Zak served
as a litigation associate at Sullivan & Cromwell.
5
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal years ended June 30, 1995,
1994 and 1993, the compensation for services in all capacities to the
Corporation of those persons who were at June 30, 1995 the chief executive
officer and the other four most highly compensated executive officers of the
Corporation (collectively, the "Named Executives"):
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------
AWARDS
ANNUAL COMPENSATION -------------------- PAYOUTS
----------------------------------- RESTRICTED -------
OTHER ANNUAL STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(1)
- -------------------------------- ---- ------- ------- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence Saper,................. 1995 630,000 400,000 137,221(2) -- -- -- 8,540
Chairman of the Board and 1994 630,000 756,000 116,662(2) -- 500,000 -- 9,341
Chief Executive Officer 1993 630,000 630,000 79,738(2) -- 45,000 -- 6,416
Murray Pitkowsky,............... 1995 215,000 75,000 -- -- -- -- 6,205
Senior Vice President and 1994 212,500 67,500(3) -- -- 5,000 -- 6,279
Secretary 1993 201,000 102,500 -- -- 4,000 -- 6,176
Stephen E. Wasserman,........... 1995 185,000 100,000 -- -- 5,000 -- 1,360
Vice President, Treasurer and 1994 21,875(4) 25,000 -- -- 20,000 -- 111
Chief Financial Officer; 1993 -- -- -- -- -- -- --
President, Patient Monitoring
Division
Russell Van Zandt............... 1995 208,400 120,000 -- -- 5,000 -- 4,936
Vice President, President, 1994 199,583 110,000 67,019(5) -- 2,000 -- 5,780
Cardiac Assist Division 1993 182,083 50,000(6) 182,768(7) -- 15,000 -- --
Richard Monastersky............. 1995 181,750 100,000 40,472(8) -- 5,000 -- 4,873
Vice President, Human Resources 1994 171,250 100,000 35,610(9) -- 5,000 -- 5,337
1993 153,750 80,000 -- -- 3,000 -- 5,384
</TABLE>
- ---------------
(1) Amounts in this column represent (a) Corporation matching contributions
under the Corporation's 401(k) Savings and Supplemental Retirement Plan,
(b) premiums for term life insurance and (c) with respect to split dollar
life insurance policies maintained by the Corporation for the benefit of
Messrs. Saper and Pitkowsky, the actuarial value of the benefit to such
Named Executives of the current year's insurance premium paid by the
Corporation in excess of that required to fund the death benefit under the
policy. The amounts comprising items (a), (b) and (c) described above for
each Named Executive in fiscal year 1993 are as follows. Saper: (a) $4,497,
(b) $645 and (c) $1,274. Pitkowsky: (a) $4,604, (b) $297 and (c) $1,275.
Monastersky: (a) $4,739 and (b) $645. The amounts comprising items (a),
(b) and (c) described above for each Named Executive in fiscal year 1994
are as follows. Saper: (a) $4,620, (b) $615 and (c) $4,106. Pitkowsky:
(a) $4,647, (b) $357 and (c) $1,275. Wasserman: (a) $0 and (b) $111.
Van Zandt: (a) $5,165 and (b) $615. Monastersky: (a) $4,722 and (b) $615.
The amounts comprising items (a), (b) and (c) described in the preceding
sentence for each Named Executive in fiscal year 1995 are as follows.
Saper: (a) $4,620, (b) $885 and (c) $3,035. Pitkowsky: (a) $4,620,
(b) $597 and (c) $988. Wasserman: (a) $475 and (b) $885. Monastersky:
(a) $3,988 and (b) $885. Van Zandt (a) $4,051 and (b) $885. Cumulative net
life insurance premiums paid under the split dollar life insurance program
are recoverable (i) with respect to Mr. Saper, on death, if not recovered
earlier, and (ii) with respect to Mr. Pitkowsky, at retirement or death.
(2) Payments were for automobile and expense allowance, respectively, in the
following amounts: $67,476 and $69,745 in fiscal 1995; $67,500 and $49,162
in fiscal 1994; $53,638 and $26,100 in fiscal 1993.
(3) Includes $22,500 additional bonus paid in fiscal year 1994 with respect to
fiscal year 1993.
(4) Mr. Wasserman commenced employment with the Corporation on May 18, 1994.
(5) Includes $62,773 reimbursement for relocation expenses and $4,246
representing personal use of automobile leased by the Corporation.
(6) Includes $10,000 bonus paid upon commencement of employment.
(7) Reimbursement for relocation expenses.
6
<PAGE> 9
(8) Includes $30,025 for loan forgiveness, $6,776 for personal use of automobile
leased by the Corporation and $3,671 allowance for personal tax services.
(9) Includes $23,049 reimbursement for relocation expenses and $12,561
representing personal use of automobile leased by the Corporation.
OPTIONS OF NAMED EXECUTIVES TO PURCHASE SECURITIES
On October 1, 1981, the Corporation adopted the 1981 Stock Option Plan,
which was subsequently approved by the shareholders at the 1981 Annual Meeting.
Options that qualify as, and options that do not qualify as, incentive stock
options under the Internal Revenue Code of 1986, as amended (the "Code"), may be
granted thereunder. The 1981 Stock Option Plan, as amended, reserved 3,075,000
shares of Common Stock for issuance to key employees and officers recommended
and approved by the Board of Directors, or a committee thereof, at a price not
less than 100% (or, in the case of an incentive stock option granted to a 10%
shareholder, 110%) of the fair market value of the shares purchased thereunder
on the date of grant. No option may be exercisable more than ten years from the
date of grant, and an incentive stock option granted to a 10% shareholder may
not be exercisable more than five years from the date of grant. The 1981 Stock
Option Plan is administered by the Compensation Committee of the Board of
Directors. The 1981 Stock Option Plan terminates on September 30, 1996; however,
on September 19, 1995 options to purchase all remaining shares of Common Stock
reserved for issuance under the 1981 Stock Option Plan were granted.
Consequently, the Corporation can no longer issue options under the 1981 Stock
Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------- ANNUAL RATES OF
NUMBER OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OPTION TERM
OPTIONS TO EMPLOYEES PRICE EXPIRATION ------------------
NAME GRANTED(#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------- ---------- --------------- -------- -------------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Saper........... 0 -- -- -- -- --
Murray Pitkowsky......... 0 -- -- -- -- --
Stephen E. Wasserman..... 5,000(1) 1.8% $ 15.625 Sept. 21, 2004 $49,132 $124,511
Russell Van Zandt........ 5,000(1) 1.8% $ 15.625 Sept. 21, 2004 $49,132 $124,511
Richard Monastersky...... 5,000(1) 1.8% $ 15.625 Sept. 21, 2004 $49,132 $124,511
</TABLE>
- ---------------
(1) The option becomes exercisable in four equal annual installments beginning
on September 22, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE AT FISCAL YEAR END(#) AT FISCAL YEAR END($)
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------- --------------- ----------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Lawrence Saper....... 0 0 45,000/500,000 0/1,437,500
Murray Pitkowsky..... 0 0 37,750/ 7,250 207,195/ 11,250
Stephen E.
Wasserman.......... 0 0 5,000/ 20,000 13,125/ 45,625
Russell Van Zandt.... 0 0 8,000/ 14,000 1,500/ 10,750
Richard
Monastersky........ 0 0 30,500/ 11,750 171,132/ 17,500
</TABLE>
7
<PAGE> 10
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
REMUNERATION 15 20 25 30 35
--------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000......................... 28,125 37,500 46,875 56,250 65,625
$150,000......................... 33,750 45,000 56,250 67,500 78,750
$175,000......................... 39,375 52,500 65,625 78,750 91,875
$200,000......................... 45,000 60,000 75,000 90,000 105,000
$225,000......................... 50,625 67,500 84,375 101,250 118,125
$250,000......................... 56,250 75,000 93,750 112,500 131,250
$300,000......................... 67,500 90,000 112,500 135,000 157,500
$400,000......................... 90,000 120,000 150,000 180,000 210,000
$450,000......................... 101,250 135,000 168,750 202,500 236,250
$500,000......................... 112,500 150,000 187,500 225,000 262,500
</TABLE>
The Corporation maintains the Datascope Corp. Pension Plan. Each year the
Corporation contributes an amount necessary to fund the plan on an actuarial
basis. Pension benefits to be received upon retirement are determined by an
employee's highest 5 consecutive years' earnings (based on base salary,
commission and certain bonus compensation paid to sales and service
representatives) in the 10 years preceding retirement, length of service with
the Corporation and age at retirement. Mr. Saper is currently credited with 31
years of service under the plan, Mr. Pitkowsky with 9 years, Mr. Monastersky
with 7 years, Mr. Wasserman with 1 year and Mr. Van Zandt with 3 years. Pensions
are reduced by 1.5% of an employee's estimated primary Social Security benefit
for each year of credited service (to a maximum of 33 1/3 years). The net
pension is limited as required by the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The foregoing table illustrates annual pension
benefits on a single life basis, assuming retirement at age 65 and prior to
reduction for Social Security benefits or application of the ERISA limits.
The Corporation also maintains certain plans which provide for supplemental
pension benefits for Messrs. Saper and Pitkowsky (the "Supplemental Benefits
Plans"). Under the terms of the plan maintained for Mr. Pitkowsky, upon
attaining the age of 65, Mr. Pitkowsky is entitled to receive specified monthly
payments for 15 years, which payments may be increased if the participant
continues to work for the Corporation after age 65. In general, the payments to
be received were fixed by determining the difference between (i) 60% of a
pre-determined amount deemed to represent average compensation for the five
years prior to age 65 and (ii) the monthly retirement benefit that would be
payable under the Datascope Corp. Pension Plan (which amounts are limited by
ERISA). The plan in effect for Mr. Pitkowsky also provides for survivor
benefits, including monthly payments upon death. The plan in effect for Mr.
Saper during fiscal year 1995 provides that upon his retirement, Mr. Saper is
entitled to receive annual lifetime payments, the amounts of which will be based
on average total compensation for the three years in which Mr. Saper's
compensation was greatest of the ten years immediately preceding Mr. Saper's
retirement. The plan in effect for Mr. Saper provides survivor benefits in the
form of a $10,000,000 life insurance policy, maintained pursuant to a split-
dollar agreement among Mr. Saper, the Corporation, and a trust for the benefit
of Mr. Saper's family. The Corporation's net investment in the program is
recoverable on Mr. Saper's death, but may be repaid sooner by the trust.
Benefits under each Supplemental Benefits Plan are paid from the general funds
of the Corporation; however, the Corporation purchases key-man insurance
intended to recover substantially all of the net after-tax cost of the benefits
and the net outlay for the insurance plus a portion of the interest paid or
imputed for the use of the Corporation's money. The estimated annual benefit
payable upon retirement to Mr. Saper under his Supplemental Benefits Plan is
$1,257,000. The total annual benefit payable upon retirement to Mr. Pitkowsky
under his Supplemental Benefits Plan is $88,466.
8
<PAGE> 11
COMPENSATION OF DIRECTORS
Each director of the Corporation (except Mr. Saper and Dr. Grayzel)
receives an annual director's fee of $7,000 and an attendance fee of $1,000 for
each meeting of the Board attended by that director and $500 per committee
meeting attended.
From time to time, the Corporation has granted to directors options to
purchase shares of Common Stock (such as the Director Options). All such options
remain exercisable in full until the earlier of ten years after the date of
grant or the termination of status as a director of the Corporation, and are not
transferable except that each of the options may be exercised by an executor or
administrator within one year after an optionee's death or disability but not
beyond the option's normal expiration date. Each option provides that the
optionee may pay for any shares acquired pursuant to the exercise of such option
by cash or check or by transfer to the Corporation of a number of shares of the
Corporation's Common Stock with an aggregate market value equal to the aggregate
option exercise price. Such options do not qualify as incentive stock options
under the Code. For federal income tax purposes, an optionee will realize
taxable income on the date of exercise of an option, and the Corporation will
then be allowed a deduction from income, equal to the excess of (a) the
aggregate market value, on the date of exercise, of the shares so acquired over
(b) the aggregate option exercise price for such shares. See also "Approval of
the Director Options."
Transactions with respect to stock options granted to directors who are
officers of the Corporation pursuant to the 1981 Stock Option Plan and with
respect to the any other director options which have been approved by the
Corporation's shareholders are exempt from the short-swing trading liability
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), pursuant to Rule 16b-3 of the Exchange Act. The 1981 Stock
Option Plan does not cover grants to directors who are not employees or officers
of the Corporation.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
The Corporation entered into a five-year employment agreement with Mr.
Saper, dated as of June 30, 1991. The employment agreement provides for
automatic one year extensions after June 30, 1996 unless either party gives
notice of intent not to extend one hundred and eighty days prior to the end of
the initial five-year term or any extension. The employment agreement provides
for an annual base salary of $630,000 until June 30, 1994 after which increases
will be as determined by the Compensation Committee. Mr. Saper is also entitled
to participate in the Corporation's Annual Bonus Plan (the "Bonus Plan")
described below. Mr. Saper may terminate the agreement for good reason,
including a significant breach by the Corporation of its obligations thereunder
or certain changes in control of the Corporation, in which event Mr. Saper is
entitled to receive a lump sum payment equal to his compensation as then in
effect (including base salary and prior year's bonus compensation) multiplied by
the number of years remaining in his term of employment or, if greater, an
amount equal to his compensation as then in effect multiplied by 2.99. Under the
agreement, if Mr. Saper voluntarily decides to reduce his duties while the
employment agreement is in effect, he and the Corporation will negotiate a
mutually agreeable five-year consulting arrangement. Under the terms of any such
consulting arrangement, Mr. Saper would be entitled to the retirement benefits
provided by his employment agreement during the term of the consulting
arrangement.
The Corporation has agreed that in the event of a change in control of the
Corporation Messrs. Pitkowsky and Wasserman would be entitled to a lump-sum
payment of 2.5 times such individual's annual base salary then in effect.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee of the Board of Directors (the "Compensation
Committee") establishes and reviews the Corporation's arrangements and programs
for compensating executive officers, including the Named Executives. The
Compensation Committee is composed entirely of directors who are neither
officers nor employees of the Corporation. The Compensation Committee has been
advised by outside legal counsel and by compensation consultants in formulating
the Compensation Committee's overall philosophy and
9
<PAGE> 12
objectives regarding executive compensation and in structuring the Chief
Executive Officer's compensation package.
Philosophy and Policy
The Compensation Committee's policy is to design executive compensation
packages that reward the achievement of both short-term and long-term objectives
of the Corporation. Under this approach, the attainment of yearly earnings and
other short-term targets is compensated through yearly bonuses under the Bonus
Plan described below, and long-term performance of the Corporation is rewarded
through the grant of stock options under the 1981 Stock Option Plan described
above. As noted above, there are no shares remaining for issuance under the 1981
Stock Option Plan; accordingly, the Compensation Committee has recommended to
the Board of Directors, and the Board of Directors has approved, the adoption of
the 1995 Stock Option Plan. The bonuses and stock options are in addition to
executives' yearly base salaries, which are determined in a manner to be
competitive with companies which the Compensation Committee believes are
comparable to the Corporation in the Corporation's industry.
The Bonus Plan allows for annual bonus payments to eligible executives
based on attainment of overall corporate and division earnings targets. The
divisional earnings targets are established annually by the divisional
presidents and approved by Mr. Saper and the overall corporate earnings targets
are established annually by the Corporation's Board of Directors. Bonuses are
granted to participants if the target level of earnings growth is achieved, and
the size of the executive's bonus increases with the level of earnings growth up
to a certain maximum level of bonus. Mr. Saper has the discretion, subject to
approval of the Board of Directors, to grant special awards or adjust annual
awards in the event that corporate or divisional results do not adequately
reflect a participant's effort. The percentage of an eligible executive's salary
which may be earned as a bonus varies depending on the employee's position with
the Corporation.
The Compensation Committee believes that, in addition to compensating
executives for the long-term performance of the Corporation, the grant of stock
options aligns the interest of the executives with those of the Corporation's
shareholders. The Compensation Committee determines the recipients of stock
option grants and the size of the grants consistent with these principles, and
based on the employee's performance and position with the Corporation.
Compensation of the Chief Executive Officer
Mr. Saper's compensation for fiscal year 1995 was determined by an
employment agreement entered into in June 1991. The overall compensation
included in the agreement was determined in a manner to be competitive with
companies which the Compensation Committee believes are comparable to the
Corporation in the Corporation's industry. Pursuant to that agreement, Mr. Saper
is entitled to participate in the Bonus Plan. The Compensation Committee has
determined that, in addition to continued earnings growth of the Corporation, an
important goal for Mr. Saper is to build greater management depth and provide
for eventual succession. Accordingly, while much of Mr. Saper's bonus of
$400,000 for the fiscal year ended June 30, 1995 was based on the achievement of
the Corporation's overall corporate earnings target established by the Board of
Directors for that year, as well as Mr. Saper's leadership of the Corporation
during that year, a portion of Mr. Saper's bonus was based on Mr. Saper's
development of a management succession plan, including specific steps and a
time-table for implementation of the plan.
Deductibility of Executive Compensation
Section 162(m) of the Code generally disallows a tax deduction for
compensation over $1,000,000 paid to the Corporation's Chief Executive Officer
and certain other highly compensated executive officers. Qualifying performance
based compensation will not be subject to the deduction limit if certain
requirements are met. In addition, pursuant to transitional rules under Section
162(m), compensation which is paid pursuant to a written, binding agreement in
existence on February 17, 1993 is exempt from the deduction limit. As a result
of these transitional rules, the Compensation Committee believes that Mr.
Saper's compensation prior to June 30, 1996 will not be subject to the Section
162(m) deduction limitation. The Compensation Committee
10
<PAGE> 13
does not believe that the compensation to be paid to the Corporation's other
executives will exceed the deduction limit set by Section 162(m).
COMPENSATION COMMITTEE
David Altschiller
William L. Asmundson
Norman M. Schneider
The foregoing report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
the Proxy Statement into any filing under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act, except to the extent that the
Corporation specifically incorporated this information by reference and shall
not otherwise be deemed filed under such Acts.
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Corporation's Common Stock with the cumulative total return of the Standard &
Poor's 500 Stock Index and the Standard & Poor's Medical Products and Supplies
Index for the five-year period commencing July 1, 1990 and each subsequent June
30 through June 30, 1995. The graph assumes that the value of the investment in
Common Stock was $100 on July 1, 1990 and that all dividends were reinvested.
<TABLE>
<CAPTION>
Measurement Period S&P Medical
(Fiscal Year Covered) Datascope S&P 500 Index Products
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 268.17 107.40 132.92
1992 315.10 121.80 151.78
1993 201.13 138.40 124.49
1994 214.53 140.35 120.01
1995 231.30 176.94 184.12
</TABLE>
11
<PAGE> 14
ADOPTION OF THE 1995 STOCK OPTION PLAN
On September 19, 1995, the Board of Directors of the Corporation adopted
the 1995 Stock Option Plan subject to shareholder approval. The following is a
summary of the material provisions of the 1995 Stock Option Plan. This summary
should be read in conjunction with, and is qualified in its entirety by, the
complete text of the 1995 Stock Option Plan, which is set forth in Exhibit A to
this Proxy Statement and incorporated herein by reference.
DESCRIPTION OF THE 1995 STOCK OPTION PLAN
The 1995 Stock Option Plan provides that options may be granted to key
employees and officers of the Corporation. The 1995 Stock Option Plan currently
provides that the aggregate number and class of shares which may be the subject
of options granted pursuant to the 1995 Stock Option Plan is 750,000 shares of
Common Stock. Any participant may be granted options under the 1995 Stock Option
Plan to purchase up to a maximum of 150,000 shares of Common Stock in any year,
subject to the aggregate maximum for all years of 750,000 shares of Common
Stock. The 1995 Stock Option Plan was adopted on September 19, 1995 by the Board
of Directors of the Corporation. Also on such date, options to purchase an
aggregate of 195,250 shares of Common Stock were granted by the Compensation
Committee subject to shareholder approval of the 1995 Stock Option Plan. There
are 554,750 shares available for the future grant of options under the 1995
Stock Option Plan.
STOCK OPTION PLAN
General Information. The 1995 Stock Option Plan currently provides for the
issuance of options (each an "Option") to purchase up to 750,000 shares of
Common Stock. Each Option may be either an Incentive Stock Option ("ISO") as
defined in Section 422 of the Code or a Non-Qualified Stock Option ("NQSO"). The
1995 Stock Option Plan is designed to aid the Corporation and its subsidiaries
in retaining and attracting personnel of exceptional ability by enabling key
employees to purchase a proprietary interest in the Corporation, thereby
stimulating in such individual an increased desire to render greater services
which will contribute to the continued growth and success of the Corporation and
its subsidiaries. Officers and key employees (approximately 150 persons) are
currently eligible for grants of Options under the 1995 Stock Option Plan.
Generally, any Option granted under the 1995 Stock Option Plan which is
forfeited, expires or terminates prior to vesting or exercise will again be
available for award under the 1995 Stock Option Plan. The 1995 Stock Option Plan
will terminate on September 18, 2005, unless the Board of Directors, in its sole
discretion, terminates the 1995 Stock Option Plan prior to that date.
The Compensation Committee or other duly designated committee (the
"Committee") of the Board shall administer the 1995 Stock Option Plan. The
Committee has the full authority to interpret the 1995 Stock Option Plan, to
establish and amend rules and regulations relating to it, to determine the key
employees to whom Options may be granted under the 1995 Stock Option Plan, to
select from among the eligible individuals those to whom Options are to be
granted, to determine the terms and provisions of the respective Option
agreements, and to make all other determinations necessary or advisable for the
administration of the 1995 Stock Option Plan. The Committee has the right to
make adjustments with respect to Options granted under the 1995 Stock Option
Plan in order to prevent dilution of the rights of the holder of an Option.
Members of the Committee are not eligible to receive Options under the 1995
Stock Option Plan; each member of the Committee is both a "disinterested person"
within the meaning of Rule 16b-3 under the Exchange Act and an "outside
director" as that term is defined for the purposes of Section 162(m) of the
Code.
The Stock Option Plan may be wholly or partially amended or otherwise
modified, or suspended at any time or from time to time by the Committee, with
the approval of the Board of Directors. However, the following amendments can
only be adopted subject to approval of the stockholders of the Corporation: any
amendment which (i) increases the number of Shares that may be the subject of
Options granted under the 1995 Stock Option Plan, (ii) expands that class of
individuals eligible to receive Options under the 1995 Stock Option Plan, (iii)
increases the period during which Options may be granted or the permissible term
of
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<PAGE> 15
Options under the 1995 Stock Option Plan, (iv) decreases the minimum exercise
price of such Options, or (v) would require the approval of shareholders in
order for options granted under the 1995 Stock Option Plan to satisfy the
requirements for performance-based compensation for purposes of Section
162(m)(4)(C) of the Code (or successor provisions).
Neither the amendment, suspension nor termination of the 1995 Stock Option
Plan shall, without the consent of the holder of such Option, alter or impair
any rights or obligations under any Option theretofore granted.
Options Issued Under 1995 Stock Option Plan. The terms of specific Options
are determined by the Committee. The per share exercise price of the Common
Stock subject to Options shall not be less than 100% of the fair market value of
the shares of Common Stock on the date of grant. However, in the case of ISOs
granted to a holder of shares representing at least 10% of the total combined
voting power of the Corporation, or of any subsidiary or parent thereof (a "10%
Shareholder"), the per share exercise price shall not be less than 110% of the
fair market value of the Common Stock on the date of the grant. Each Option will
be exercisable during the period or periods specified by the Committee, and set
forth in an option agreement, which period or periods shall not exceed 10 years
from the date of grant, or five years, in the case of ISOs granted to a 10%
Shareholder. The aggregate fair market value, determined as of the date of
grant, of the Common Stock subject to ISOs which may first become exercisable by
an individual (under the 1995 Stock Option Plan or any other plan of any parent
or subsidiary of the Corporation) in any calendar year shall not exceed
$100,000. All shares available for issuance under the 1995 Stock Option Plan may
be ISOs.
The 1995 Stock Option Plan provides that the Committee shall make
adjustments with respect to the unexercised portion of any Option to prevent the
inequitable dilution or enlargement of the rights of any holder of an Option. In
the event of a merger or consolidation where the Corporation is not the
surviving corporation, and the agreements governing such transaction do not
provide for the substitution of new options in lieu of Options, the holder of
any Option granted under the 1995 Stock Option Plan will have the right, not
less than five days prior to the record date for the determination of
shareholders entitled to participate in such merger or consolidation, to
exercise the total unexercised portion of his or her Option without regard to
any installment provisions of such Option, provided that all conditions
precedent to the exercise of such Option, other than the passage of time, have
been satisfied.
Upon the exercise of an Option, the holder of such Option shall pay the
Corporation the exercise price plus the amount of the required federal and state
withholding taxes, if any. The 1995 Stock Option Plan allows the participant to
pay the exercise price in cash or previously owned shares of Common Stock, or a
combination thereof. The 1995 Stock Option Plan also allows participants to
elect to have shares withheld upon exercise for the payment of withholding
taxes.
Should any employee terminate, either voluntarily or involuntarily, his or
her employment at the Corporation or any of its subsidiaries, while holding any
outstanding Options granted under the 1995 Stock Option Plan, such Options will
terminate on the date of such termination of employment, regardless of the term
of the Option. However, if the termination of employment is due to retirement,
the holder may exercise any Option which the holder could have exercised on the
date of such termination of employment, provided that such exercise is within
the Option term and within three months of such termination of employment. In
addition, if the termination of employment is due to either death or disability
of the holder, the holder may exercise any Option which the holder could have
exercised on the date of such termination of employment, provided that such
exercise is within the Option term and within one year of such termination of
employment.
An employee exercising an Option is not permitted to sell or transfer any
Common Stock acquired thereby within seven months following the date of such
exercise without the prior written consent of the Corporation. In the event that
during the first six months of such period the holder of the Option ceases to be
an employee of the Corporation or its subsidiaries for any reason (other than
death), then the Corporation shall have the right for the duration of such seven
month period to repurchase all such shares of Common Stock which are subject to
such restriction at a purchase price equal to the aggregate exercise price paid
by the employee for such shares of Common Stock.
13
<PAGE> 16
As of October 16, 1995 the following individuals and groups were granted
Options under the 1995 Stock Option Plan, subject to shareholder approval, in
the amounts indicated: Lawrence Saper (Chairman of the Board and President): 0
shares; Ernst Janzen (Senior Vice President): 0 shares; Murray Pitkowsky (Senior
Vice President and Secretary): 10,000 shares; Barry Cheskin (Vice President;
President -- Collagen Products Division ): 20,000 shares; Russell Van Zandt
(Vice President; President -- Cardiac Assist Division): 10,000 shares; Richard
Monastersky (Vice President, Human Resources): 10,000 shares; Stephen E.
Wasserman (Vice President, Chief Financial Officer and Treasurer;
President -- Patient Monitoring Division): 10,000 shares; S. Arieh Zak (Vice
President, Regulatory Affairs and Corporate Counsel): 10,000 shares; all current
executive officers as a group: 70,000 shares; and all employees, including all
current officers, who are not executive officers, as a group: 125,250 shares. As
of October 16, 1995 the market value of the Common Stock underlying outstanding
Options was approximately $4,563,969.
FEDERAL INCOME TAX CONSEQUENCES
Set forth below is a description of the federal income tax consequences
under the Code, of the grant and exercise of the benefits awarded under the 1995
Stock Option Plan. This description does not purport to be a complete
description of the federal income tax aspects of the 1995 Stock Option Plan. The
summary does not include any discussion of state, local or foreign income tax
consequences or the effect of gift, estate or inheritance taxes, any of which
may be significant to a particular employee eligible to receive Options.
There will be no federal income tax consequences to employees or the
Corporation on the grant of a NQSO. On the exercise of a NQSO, the employee
generally will have taxable ordinary income, subject to withholding, equal to
the excess of the fair market value of the shares of Common Stock received on
the exercise date over the option price of the shares. The Corporation will be
entitled to a tax deduction in an amount equal to the amount of income
recognized by the employee provided the Corporation complies with applicable
withholding and/or reporting rules. Any ordinary income realized by an employee
upon exercise of a NQSO will increase his tax basis in the Common Stock thereby
acquired.
Since the Common Stock acquired upon the exercise of an Option will not be
transferable for the first seven months after exercise without the written
consent of the Committee, and will be subject to repurchase by the Corporation
at the option exercise price should the participant cease to be an officer or
employee of the Corporation or its subsidiaries during the first six months of
such seven month period, for federal income tax purposes the Common Stock will
be subject to a "substantial risk of forfeiture" during such six month period.
Thus, a participant will defer the recognition of income until the end of that
six month period and recognize compensation income equal to the difference
between the exercise price and the market value of the Common Stock at such time
unless the participant elects to recognize compensation income on the exercise
date. Any additional gain or any loss recognized upon the subsequent disposition
of the acquired Common Stock will be a capital gain or loss, and will be a
long-term gain or loss if such shares of Common Stock are held for more than one
year.
With respect to ISOs, no compensation income is recognized by a
participant, and no deduction is available to the Corporation upon either the
grant or exercise of an ISO. However, the difference between the exercise price
of an ISO and the market price of the Common Stock acquired on the date that the
substantial risk of forfeiture of the underlying Common Stock lapses will be
included in alternative minimum taxable income of a participant for the purposes
of the "alternative minimum tax." Generally, if an optionee holds the shares
acquired upon exercise of ISOs until the later of (i) two years from the grant
of the ISOs or (ii) one year from the date of acquisition of the shares upon
exercise of ISOs, any gain recognized by the participant on a sale of such
shares will be treated as capital gain. The gain recognized upon the sale is the
difference between the option price and the sale price of the Common Stock. The
net federal income tax effects on the holder of ISOs generally is to defer,
until the shares are sold, taxation of any increase in the value of the Common
Stock from the time of grant to the time of exercise, and to treat such gain as
capital gain. If the optionee sells the shares prior to the expiration of the
holding period set forth above, the optionee will realize ordinary compensation
income in the amount equal to the difference between the exercise price and the
fair market value on the date that the substantial risk of forfeiture of the
underlying Common Stock lapses. The compensation income will be added to the
optionee's basis for purposes of determining the gain on the sale of
14
<PAGE> 17
the shares. Such gain will be capital gain if the shares are held as capital
assets. If the application of the above-described rule would result in a loss to
the optionee, the compensation income required to be recognized thereby would be
limited to the excess, if any, of the amount realized on the sale over the basis
of the shares sold. If an optionee disposes of shares obtained upon exercise of
an ISO prior to the expiration of the holding period described above, the
Corporation will, subject to satisfying certain withholding and/or reporting
obligations, be entitled to a deduction in the amount of the compensation income
that the optionee recognizes as a result of the disposition.
An employee who surrenders shares of Common Stock in payment of the
exercise price of a NQSO will not recognize gain or loss on his or her surrender
of such shares, but will recognize ordinary income on the exercise of the NQSO
as described above. Of the shares received in such an exchange, that number of
shares equal to the number of shares surrendered will have the same tax basis
and capital gains holding period as the shares surrendered. The balance of the
shares received will have a tax basis equal to their fair market value on the
date of exercise, and the capital gains holding period will begin on the date of
exercise. However, the use by an employee of shares of Common Stock previously
acquired pursuant to the exercise of an ISO will be treated as a taxable
disposition if the transferred shares have not been held by the employee for the
requisite holding period described above.
If the Corporation delivers cash, in lieu of fractional shares, the
employee will recognize ordinary income equal to the cash paid and the fair
market value of any shares issued as of the date of exercise. An amount equal to
any such ordinary income will be deductible by the Corporation, provided it
complies with applicable withholding requirements.
Section 162(m) of the Code, which generally disallows a tax deduction for
compensation over $1,000,000 paid to the Chief Executive Officer and certain
other highly compensated executive officers, provides that "performance-based"
compensation will not be subject to the $1,000,000 deduction limitation. Since
an employer is not entitled to a deduction upon the grant or exercise of an ISO
in any event, this provision does not affect the Corporation's tax treatment
with regard to ISOs. Options (other than ISOs) granted under a plan approved by
stockholders with an exercise price equal to the fair market value of the
underlying stock as of the date of grant are considered performance-based
compensation, if certain requirements are met. The 1995 Stock Option Plan meets
such requirements and, accordingly, any income realized by employees with
respect to the 1995 Stock Option Plan is not subject to the deduction limitation
of Section 162(m).
The 1995 Stock Option Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974 and is not required to be qualified under
Section 401(a) of the Code.
RESTRICTIONS ON RESALE
Registration Under the Securities Act. The Corporation may register the
shares of Common Stock underlying the Options on a Registration Statement on
Form S-8 filed with the Securities and Exchange Commission. The Commission has
indicated that optionees who have acquired shares pursuant to a bona fide public
offering registered on Form S-8 and who are not affiliates of the Corporation,
at the time of their proposed reoffer or resale, may generally resell or reoffer
the shares so acquired. Optionees who are affiliates of the Corporation may
resell or reoffer shares acquired pursuant to an Option only if such reoffer or
resale is made pursuant to an exemption from the registration requirements of
the Securities Act or pursuant to a prospectus which meets the requirements of
General Instruction C of Form S-8. In the case of affiliates, the exemption
provided by Rule 144 under the Securities Act would be available so long as the
Corporation continues to be in compliance with the reporting requirements and
the affiliate complies with the volume limitations and the other requirements of
that rule.
Exemption from Section 16(b) of the Exchange Act. If shareholder approval
is obtained, the 1995 Stock Option Plan will meet the requirements of Rule 16b-3
of the Exchange Act, which would exempt the acquisition of certain options under
the 1995 Stock Option Plan from the operation of Section 16(b) under the
Exchange Act. The operation of Section 16(b) of the Exchange Act may limit the
ability of officers and holders of more than 10% of the outstanding shares of
Common Stock to sell shares acquired upon exercise of options granted under the
1995 Stock Option Plan. Until shareholder approval of the 1995 Stock Option Plan
15
<PAGE> 18
is obtained such that the 1995 Stock Option Plan is qualified under Rule 16b-3,
the acquisition of an option would be deemed to be a purchase of the underlying
shares of Common Stock into which the option is exercisable, which could be
matched with sales of shares of Common Stock within six (6) months before or
after such purchase. In the event of any such purchases and sales or sales and
purchases, any profit realized in the transaction would have to be paid to the
Corporation. Once the 1995 Stock Option Plan satisfies Rule 16b-3, the
acquisition of an option to acquire shares of Common Stock thereunder will be
exempt from Section 16(b), provided that the participant complies with certain
other restrictions.
BOARD RECOMMENDATION
The Board of Directors believes that it is in the best interests of the
Corporation and its shareholders to adopt the 1995 Stock Option Plan in order to
qualify it under Section 162(m) of the Code and Rule 16(b)-3 of the Exchange Act
so that the Corporation can attract, retain and motivate qualified employees and
to align their interests with those of the Corporation's shareholders. See
"Compensation Committee Report on Executive Compensation." Approval of the
proposed 1995 Stock Option Plan requires the affirmative vote of a majority of
the votes cast at the Annual Meeting. Accordingly, the Board of Directors
recommends that you vote FOR the adoption of the 1995 Stock Option Plan.
APPROVAL OF THE DIRECTOR OPTIONS
The Director Options were approved by the Board of Directors of the
Corporation on February 16, 1995, and granted by the Compensation Committee on
February 23, 1995. The following is a summary of the material provisions of the
Director Options. This summary should however be read in conjunction with, and
is qualified in its entirety by, the complete text of the form of Option
Agreement executed by each recipient of the Director Options, which is set forth
in Exhibit B to this Proxy Statement and incorporated herein by reference.
DESCRIPTION OF THE DIRECTOR OPTIONS
General Information. Each Director Option is exercisable with respect to
5,000 shares of Common Stock beginning on the date shareholder approval is
obtained through February 22, 2005 at an exercise price of $18.25 per share, the
fair market value of a share of Common Stock on the date of grant. The
Corporation and the optionee may amend a Director Option by a written
instrument, subject to the approval of the Board. The Director Options are
designed to aid the Corporation in retaining and attracting directors of
exceptional ability by enabling directors to purchase a proprietary interest in
the Corporation, thereby increasing their respective efforts to render greater
services which will contribute to the continued growth and success of the
Corporation. A Director Option was granted to each of Messrs. Altschiller,
Asmundson, Grayzel, Heller, and Schneider, the non-employee directors of the
Corporation. As of October 16, 1995 the market value of Common Stock underlying
the Director Options is $584,375.
Other Terms of the Director Options. Upon the exercise of Director Option,
the holder of such option is required to pay the Corporation the exercise price
plus the amount of the required federal and state withholding taxes, if any. The
holder may pay the exercise price in cash or previously owned shares of Common
Stock, or a combination thereof; the holder may elect to have shares withheld
upon exercise for the payment of withholding taxes. The Board has the right to
make adjustments with respect to the Director Options in order to prevent
dilution of the rights of the holder thereof.
The Director Option ceases to be exercisable on the date of the termination
of the optionee's status as a director of the Corporation. If the optionee's
status as a director of the Corporation terminates due to disability or to
death, the optionee or his duly appointed guardian, conservator, executor or
administrator has the privilege of exercising the unexercised portion of a
Director Option within one year of the optionee's death or disability. In no
event, however, shall the optionee or his duly appointed guardian, conservator,
executor, or administrator, as the case may be, exercise the Director Option
after February 22, 2005. The Director Options shall not be sold, pledged,
assigned or transferred in any manner (except in the event of the termination of
the optionee's status as a director of the Corporation due to disability or to
death).
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FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the current federal income tax laws and
regulations governing stock issuance and does not purport to be a complete
description of the federal income tax aspects of a Director Option. The summary
does not include any discussion of state, local or foreign income tax
consequences or the effect of gift, estate or inheritance taxes, any of which
may be significant to a particular optionee eligible to receive shares.
The grant of a Director Option did not result in the realization of any
taxable income by the recipient. However, upon the exercise of the Director
Option, the optionee will generally realize income. Accordingly, following such
exercise, there will be included as compensation in the gross income of the
optionee an amount equal to the excess, if any, of (a) the fair market value of
the shares over (b) the exercise price.
The Corporation will be entitled to a deduction in connection with the
exercise of the Director Option at the time, and to the extent, that the
optionee recognizes ordinary income, subject to the Corporation satisfying
certain withholding and/or reporting obligations with respect to the income so
recognized by the participant. Section 162(m) of the Internal Revenue Code of
1986, as amended, generally limits the annual deduction available to public
companies with respect to renumeration paid to certain highly-compensated
employees ("covered employees") to $1,000,000. Because the optionees of the
Director Options are non-employee directors, and by definition, a non-employee
director cannot be a covered employee, it is not expected that Code Section
162(m) will effect the Corporation's deductions upon the exercise of the
Director Options. Should the optionee become a covered employee during the term
of the Director Option and prior to exercise, and the optionee exercises the
Director Option in a year in which optionee is a covered employee, the deduction
otherwise allowed to the Corporation in connection with such exercise may be
subject to the deduction limitation of Code Section 162(m).
An optionee who surrenders shares of Common Stock in payment of the
exercise price of the Director Option will not recognize gain or loss on his
surrender of such shares, but will recognize ordinary income on the exercise as
described above. Of the shares of Common Stock received in such an exchange,
that number of shares underlying the Director Option equal to the number of
shares of Common Stock surrendered will have the same tax basis and capital
gains holding period as the shares of Common Stock surrendered. The balance of
the shares received will have a tax basis equal to their fair market value on
the date of exercise and the capital gains holding period will begin on the date
of the exercise of the Director Option.
If the optionee subsequently sells shares acquired upon the exercise of the
Director Option, he will realize gain or loss in an amount equal to the
difference between the amount realized upon such sale and his basis in the
shares he has sold. Such gain or loss will be a capital gain or loss, as the
case may be, if the optionee held the Shares as capital assets (i.e., generally
for investment), and such capital gain or loss will be a long-term capital gain
or long-term capital loss, as the case may be, if the optionee held the shares
for more than one year. His tax holding period for the shares which he sells
shall begin on the date of the exercise of the Director Option.
RESTRICTIONS ON RESALE
Registration Under the Securities Act. The shares underlying the Director
Options have been registered on a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission. The Commission has indicated that
optionees who have acquired shares pursuant to a bona fide public offering
registered on Form S-8 and who are not affiliates of the Corporation, at the
time of their proposed reoffer or resale, may generally resell or reoffer the
shares so acquired. Optionees who are affiliates of the Corporation may resell
or reoffer shares acquired pursuant to a Director Option only if such reoffer or
resale is made pursuant to an exemption from the registration requirements of
the Securities Act or pursuant to a prospectus which meets the requirements of
General Instruction C of Form S-8. In the case of affiliates, the exemption
provided by Rule 144 under the Securities Act would be available so long as the
Corporation continues to be in compliance with the reporting requirements and
the affiliate complies with the volume limitations and the other requirements of
that rule.
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Section 16(b) of the Exchange Act. The operation of Section 16(b) of the
Exchange Act may limit the ability of officers and holders of more than 10% of
the outstanding shares of Common Stock to sell shares acquired upon exercise of
Director Options. Until shareholder approval of the Director Options is
obtained, the acquisition of such option would be deemed to be a purchase of the
underlying shares of Common Stock into which the option is exercisable, which
could be matched with sales of shares of Common Stock within six (6) months
before or after such purchase. In the event of any such purchases and sales or
sales and purchases, any profit realized in the transaction would have to be
paid to the Corporation. If shareholder approval is obtained, the Director
Options will meet the requirements of Rule 16b-3 of the Exchange Act, which
would exempt the acquisition of the Director Options from the operation of
Section 16(b) under the Exchange Act, provided that the participant complies
with certain other restrictions.
BOARD RECOMMENDATION
The Board of Directors believes that it is in the best interests of the
Corporation and its shareholders to adopt the Director Options in order to
qualify such options under Rule 16b-3 of the Exchange Act so that the
Corporation can attract, retain and motivate qualified non-employee directors
and to align their interests with those of the Corporation's shareholders.
Approval of the Director Options requires the affirmative vote of a majority of
the votes cast at the Annual Meeting. Accordingly, the Board of Directors
recommends that you vote FOR the adoption of the Director Options.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
The Corporation's executive officers and directors are required under the
Exchange Act to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Copies of those reports must also be
furnished to the Corporation. Based solely on the Corporation's review of the
copies of such reports it has received, the Corporation believes that all its
executive officers and directors, and greater than ten percent beneficial owners
complied with all filing requirements applicable to them.
OTHER BUSINESS
The Board of Directors of the Corporation knows of no other matters to be
presented at the Annual Meeting. However, if any other matters properly come
before the meeting, or any adjournment thereof, it is intended that proxies in
the accompanying form will be voted in accordance with the judgment of the
persons named therein.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next annual
meeting of the Corporation's shareholders must be received by the Corporation
for inclusion in the Corporation's 1996 Proxy Statement and form of proxy on or
prior to July 4, 1996.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Corporation for the year ended
June 30, 1995 (the "Annual Report") is being furnished simultaneously herewith.
Such Annual Report is not to be considered a part of this Proxy Statement.
Upon the written request of any shareholder, management will provide, free
of charge, a copy of the Corporation's annual report on Form 10-K for the fiscal
year ended June 30, 1995, including the financial statements and schedules
thereto. Requests should be directed to Secretary, Datascope Corp., 14 Philips
Parkway, Montvale, New Jersey 07645.
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's financial statements for the years ended June 30, 1995
and 1994 have been examined by the firm of Deloitte & Touche LLP, independent
certified public accountants. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting of Shareholders to make a statement
if they so desire and they are expected to be available to respond to
appropriate questions.
The Corporation's Board of Directors intends to review the appointment of
independent certified public accountants at a meeting subsequent to the Annual
Meeting of Shareholders.
COST OF SOLICITATION
The cost of soliciting proxies in the accompanying form has been or will be
borne by the Corporation. The Corporation has engaged the firm of MacKenzie
Partners, Inc. as proxy solicitors. The fee to such firm for solicitation
services is estimated to be $7,500 plus reimbursement of out-of-pocket expenses.
In addition, directors, officers and employees of the Corporation may solicit
proxies personally or by telephone or other means of communications. Although
there is no formal agreement to do so, arrangements may be made with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and proxy
material to their principals, and the Corporation may reimburse them for any
attendant expenses.
It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope as
promptly as possible.
By Order of the Board of Directors,
MURRAY PITKOWSKY,
Secretary
Dated: November 1, 1995
Montvale, New Jersey
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<PAGE> 22
EXHIBIT A
DATASCOPE CORP.
1995 STOCK OPTION PLAN
(AS OF SEPTEMBER 19, 1995)
1. Purpose. The 1995 Stock Option Plan (the "Plan") of Datascope Corp.
(the "Company"), a Delaware corporation, is designed to aid the Company and its
subsidiaries in retaining and attracting personnel of exceptional ability by
enabling key employees to purchase a proprietary interest in the Company,
thereby stimulating in such individuals an increased desire to render greater
services which will contribute to the continued growth and success of the
Company and its subsidiaries. Certain of the options to be granted under the
Plan are intended to satisfy the requirements for classification as "Incentive
Stock Options" as defined in Section 422, of the Internal Revenue Code of 1986,
as amended (the "Code"). (An option granted under the Plan which is intended to
satisfy the requirements for classification as an Incentive Stock Option shall
be referred to herein as a "Plan Incentive Stock Option").
2. Amount and Source of Stock. The aggregate number and class of shares
which may be the subject of options granted pursuant to the Plan is 750,000
shares ("Shares") of Common Stock, par value $.01 per share, of the Company,
subject to adjustment as provided in paragraph 10, all of which may be subject
to Plan Incentive Stock Options. Any one participant may be granted Options to
purchase a maximum of 150,000 Shares in any one year, subject to adjustment as
provided in paragraph 10. Such Shares may be reserved or made available from the
Company's authorized and unissued Shares or from Shares reacquired and held in
the Company's treasury. In the event that any option granted hereunder shall
terminate prior to its exercise in full, for any reason, including, without
limitation, an option exchange pursuant to paragraph 13 hereof, or in the event
that any Shares issued upon the exercise of an option granted hereunder shall be
reacquired by the Company as provided in paragraph 12 hereof, then the Shares
subject to the option so exercised or the Shares so reacquired shall be added to
the Shares otherwise available for issuance pursuant to the exercise of options
under the Plan; provided, however, that in the case of a cancellation or
termination of an option in the same fiscal year that such option was granted
(or for purposes of determining the maximum number of options which may be
granted to a participant under the Plan, the cancellation or termination of an
option at any time), both the canceled option and the newly granted option shall
be counted in determining whether the participant has received the maximum
number of options permitted to be issued to any one participant under the Plan.
3. Administration of the Plan. The Plan shall be administered by a
committee of the Board of Directors of the Company (the "Board") comprised of
three or more members of the Board, selected by the Board (the "Committee"). All
of the members of the Committee shall be both "disinterested persons" as that
term is described in Rule 16b-3(c)(2) (or any successor provision) promulgated
under the Securities Exchange Act of 1934, as amended, and "outside directors"
as that term is defined for purposes of Section 162(m) of the Code (or any
successor provision).
The Committee shall have full authority to interpret the Plan, to establish
and amend rules and regulations relating to it, to determine the key employees
to whom options may be granted under the Plan, to select from among the eligible
individuals those to whom options are to be granted, to determine the terms and
provisions of the respective option agreements (which need not be identical) and
to make all other determinations necessary or advisable for the administration
of the Plan. The Committee, with approval by the Board, shall have full
authority to amend the Plan; provided, however, that any amendment that (i)
increases the number of Shares that may be the subject of stock options granted
under the Plan, (ii) expands that class of individuals eligible to receive
options under the Plan, (iii) increases the period during which options may be
granted or the permissible term of options under the Plan, (iv) decreases the
minimum exercise price of such options, or (v) would require the approval of
shareholders in order for options granted under the Plan to satisfy the
requirements for performance based compensation for purposes of Code Section
162(m)(4)(C) (or successor provision) shall only be adopted by the Committee
subject to Board and shareholder approval. No amendment to the Plan shall,
without the consent of the holder of an existing option, materially and
adversely
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affect his or her rights under any option. The date on which the Committee,
adopts resolutions granting an option to a specified individual shall constitute
the date of grant of such option (the "Date of Grant"); provided, however, that
if the grant of an option is made subject to the occurrence of a subsequent
event (such as, for example, the commencement of employment), the date on which
such subsequent event occurs shall be the Date of Grant. Such resolutions shall
also specify whether the option is or is not intended to qualify as a Plan
Incentive Stock Option; provided, however, that in the event no such
specification is made in such resolutions the Committee, will be deemed to have
specified that such option is intended to qualify as a Plan Incentive Stock
Option; provided, further, however that in the event the Code's requirements for
qualification as an Incentive Stock Option are inconsistent with the terms of an
option that is specified, whether explicitly or implicitly, as intended to
qualify as a Plan Incentive Stock Option, then such specification shall be
deemed changed to the minimum extent necessary to be consistent with such
requirements of the Code. The adoption of any such resolution by the majority of
the members of the Committee shall complete the necessary corporate action
constituting the grant of said option and an offer of Shares for-sale to said
individual under the Plan.
4. Eligibility. All officers and key employees of the Company or
subsidiaries of the Company, as determined by the Committee, shall be eligible
to receive options hereunder; provided, however, that no Plan Incentive Stock
Option shall be granted hereunder to any person who, together with his spouse,
children and trusts and custodial accounts for their benefit, immediately at the
time of the grant of such option and assuming its immediate exercise, would
beneficially own, within the meaning of Section 424(d) of the Code, Shares
possessing more than ten percent (10%) of the total combined voting power of all
of the outstanding Common Stock of the Company ("Ten Percent Shareholder"),
unless the option granted to the Ten Percent Shareholder satisfies the
additional conditions for options granted to Ten Percent Shareholders set forth
in subparagraphs 5(a) and 6(a) hereof. For purposes of the Plan, a subsidiary
shall mean any "subsidiary corporation" as defined in Section 424(f) of the Code
or, with respect to any option under the Plan that is not an Incentive Stock
Option, any partnership of which the Company or any subsidiary of the Company is
a general partner. From time to time the Committee shall, in its sole
discretion, within the applicable limits of the Plan, select from among the
eligible individuals those persons to whom options shall be granted under the
Plan, the number of Shares subject to each option, and the exercise price, terms
and conditions of any options to be granted hereunder.
5. Option Price; Maximum Grant.
(a) The exercise price for the Shares purchasable under options granted
pursuant to the Plan shall not be less than 100%, or, in the case of a Plan
Incentive Stock Option granted to a Ten Percent Shareholder, 110% of the fair
market value per share of the Shares subject to option under the Plan at the
Date of Grant, solely as determined by the Committee in good faith. The exercise
price for options granted pursuant to the Plan shall be subject to adjustment as
provided in paragraph 10.
(b) To the extent necessary for any Plan Incentive Stock Options to qualify
as Incentive Stock Options, the aggregate fair market value, determined as of
the Date of Grant, of the Shares subject to such options which may first become
exercisable by an individual in any calendar year, under this Plan and all other
stock option plans of the Company and of any parent or subsidiary of the Company
pursuant to which Incentive Stock Options may be granted shall not exceed
$100,000.
6. Term of Option.
(a) Subject to the provisions of the Plan, the Committee shall have
absolute discretion in determining the period during which, the rate at which
and the terms and conditions upon which any option granted hereunder may be
exercised, and whether any option exercisable in installments is to be
exercisable on a cumulative or noncumulative basis; provided, however, that no
option granted hereunder shall be exercisable for a period exceeding ten (10)
years or, in the case of a Plan Incentive Stock Option granted to a Ten Percent
Shareholder, five (5) years from the Date of Grant. Unless the resolution
granting an option provides otherwise, each option granted hereunder shall,
subject to the provisions of paragraph 8 hereof, be exercisable for a period of
ten (10) years or, in the case of a Plan Incentive Stock Option granted to a Ten
Percent Shareholder, five (5) years from the Date of Grant.
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(b) The grant of options by the Committee shall be effective as of the date
on which the Committee, shall authorize the option; provided, however, that no
options granted hereunder shall be exercisable unless and until the holders
shall enter into individual option agreements with the Company that shall set
forth the terms and conditions of such options. Each such agreement shall
expressly incorporate by reference the provisions of this Plan and shall state
that in the event of any inconsistency between the provisions hereof and the
provisions of such agreement, the provisions of this Plan shall govern.
7. Exercise of Options. An option shall be exercised when written notice
of such exercise, signed by the person entitled to exercise the option, has been
delivered or transmitted by registered or certified mail to the Secretary of the
Company at its then principal office. Said notice shall specify the number of
Shares for which the option is being exercised and shall be accompanied by (i)
such documentation, if any, as may be required by the Company as provided in
subparagraph 11(b), and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such certification
is waived by the Company) payable to the order of the Company in the amount of
the aggregate option price, (ii) certificates duly endorsed for transfer (with
all transfer taxes paid or provided for) evidencing a number of shares of Common
Stock of the Company of which the aggregate market value on the date of exercise
is equal to the aggregate option exercise price of the shares being purchased,
or (iii) a combination of these methods of payment. Delivery of said notice
shall constitute an irrevocable election to purchase the Shares specified in
said notice, and the date on which the Company receives the last of said notice,
documentation and the aggregate option exercise price for all of the shares
covered by the notice shall, subject to the provisions of paragraph 11 hereof,
be the date as of which the Shares so purchased shall be deemed to have been
issued. The person entitled to exercise the option shall not have the right or
status as a holder of the Shares to which such exercise relates prior to receipt
by the Company of the payment, notice and documentation expressly referred to in
this paragraph 7.
8. Exercise and Cancellation of Options Upon Termination of Employment or
Death. Except as set forth below, if a holder shall voluntarily or
involuntarily terminate his service as an employee of the Company or any
subsidiary of the Company, the option of such holder shall terminate upon the
date of such termination of employment regardless of the expiration date
specified in such option. If the termination of employment is due to retirement
(as defined by the Committee in its sole discretion), the holder shall have the
privilege of exercising any option that which the holder could have exercised on
the day upon which he ceased to be an employee of the Company or any subsidiary
of the Company, provided, however, that such exercise must be accomplished
within the term of such option and within three (3) months of the holder's
retirement. If the termination of employment is due to disability (to an extent
and in a manner as shall be determined by the Committee in its sole discretion),
he (or his duly appointed guardian or conservator) shall have the privilege of
exercising any option that he could have exercised on the day upon which he
ceased to be an employee of the Company or any subsidiary of the Company;
provided, however, that such exercise must be accomplished within the term of
such option and within one (1) year of the termination of his employment with
the Company or any subsidiary of the Company. If the termination of employment
is due to the death of the holder, the duly appointed executor or administrator
of his estate shall have the privilege at any time of exercising any option that
the holder could have exercised on the date of his death; provided, however,
that such exercise must be accomplished within the term of such option and
within one (1) year of the holder's death. For all purposes of the Plan, an
approved leave of absence shall not constitute interruption or termination of
employment. Nothing contained herein or in any option agreement shall be
construed to confer on any option holder any right to be continued in the employ
of the Company or any subsidiary of the Company or derogate from any right of
the Company or any subsidiary of the Company to retire, request the resignation
of or discharge such option holder or to lay off or require a leave of absence
of such option holder (with or without pay), at any time, with or without cause.
8A. Election to Have Shares Withheld.
(a) A holder may elect to have Shares withheld by the Company in order to
satisfy federal and state withholding tax liability (a "share withholding
election"), provided, (i) the Committee shall not have revoked its advance
approval of the holder's share withholding election; and (ii) the share
withholding election is made on or prior to the date on which the amount of
withholding tax liability is determined (the "Tax Date"). If a
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holder elects within thirty (30) days of the date of exercise to be subject to
withholding tax on the exercise date pursuant to the provisions of Section 83(b)
of the Code, then the share withholding election may be made during such thirty
(30) day period. Notwithstanding the foregoing, a holder whose transactions in
Common Stock are subject to Section 16(b) of the Securities Exchange Act of 1934
may make a share withholding election only if the following additional
conditions are met: (i) the share withholding election is made no sooner than
six (6) months after the Date of Grant, except, however, such six (6) month
condition shall not apply if the holder's death or disability (as shall be
determined by the Committee) occurs within such six (6) month period; and (ii)
the share withholding election is made (x) at least six (6) months prior to the
Tax Date, (y) during the period beginning on the third business day following
the date of release of the Company's quarterly or annual financial results and
ending on the twelfth business day following such date.
(b) A share withholding election shall be deemed made when written notice
of such election, signed by the holder, has been hand delivered or transmitted
by registered or certified mail to the Secretary of the Company at its then
principal office. Delivery of said notice shall constitute an irrevocable
election to have Shares withheld.
(c) Upon exercise of an option by a holder, the Company shall transfer the
total number of Shares subject to the option to the holder on the date of
exercise, provided, however, that pursuant to subparagraph (d) below, the holder
will be unconditionally obligated to tender shares back to the Company.
(d) If a holder has made a share withholding election pursuant to this
Section 8A; and (i) within thirty (30) days of the date of exercise of the
option, the holder elects pursuant to the provisions of Section 83(b) of the
Code to be subject to withholding tax on the date of exercise of his option,
then such holder will be unconditionally obligated to immediately tender back to
the Company the number of Shares having an aggregate fair market value (as
determined in good faith by the Committee) equal to the amount of tax required
to be withheld plus cash for any fractional amount, together with written notice
to the Company informing the Company of the holder's election pursuant to
Section 83(b) of the Code; or (ii) if the holder has not made an election
pursuant to the provisions of Section 83(b) of the Code, then on the Tax Date,
such holder will be unconditionally obligated to tender back to the Company the
number of Shares having an aggregate fair market value (as determined in good
faith by the Committee) equal to the amount of tax required to be withheld plus
cash for any fractional amount.
9. Non-transferability of Options. No option granted under the Plan shall
be sold, pledged, assigned or transferred in any manner except to the extent
that options may be exercised by an executor or administrator as provided in
paragraph 8 hereof. An option may be exercised, during the lifetime of the
holder thereof, only by such holder or his duly appointed guardian or
conservator in the event of his disability.
10. Adjustments Upon Changes in Capitalization.
(a) If the outstanding Shares are subdivided, consolidated, increased,
decreased, changed into, or exchanged for a different number or kind of shares
or other securities of the Company through reorganization, merger,
recapitalization, reclassification, capital adjustment or otherwise, or if the
Company shall issue additional Shares as a dividend or pursuant to a stock
split, then the number and kind of Shares available for issuance pursuant to the
exercise of options to be granted under this Plan and all Shares subject to the
unexercised portion of any option theretofore granted and the option price of
such options shall be adjusted to prevent the inequitable enlargement or
dilution of any rights hereunder; provided, however, that any such adjustment in
outstanding options under the Plan shall be made without change in the aggregate
exercise price applicable to the unexercised portion of any such outstanding
option. No such adjustment shall be made that (i) with respect to a Plan
Incentive Stock Option, would violate Code Section 422, or successor provision
or (ii) would constitute a cancellation and reissuance of an option for purposes
of Code Section 162(m) to the extent such reissuance would result in the grant
of options in excess of the maximum number of options permitted to be granted to
any participant under the Plan. Distributions to the Company's shareholders
consisting of property other than shares of Common Stock of the Company or its
successor and distributions to shareholders of rights to subscribe for Common
Stock shall not result in the adjustment of the Shares purchasable under
outstanding options or the exercise price of outstanding options. Adjustments
under this paragraph shall be made by the Committee whose determination thereof
shall be conclusive and binding. Any
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fractional Share resulting from adjustments pursuant to this paragraph shall be
eliminated from any then outstanding option. Nothing contained herein or in any
option agreement shall be construed to affect in any way the right or power of
the Company to make or become a party to any adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or otherwise transfer all or any part of its
business or assets.
(b) If, in the event of a merger or consolidation, the Company is not the
surviving corporation, and in the event that the agreements governing such
merger or consolidation do not provide for the substitution of new options or
other rights in lieu of the options granted hereunder or for the express
assumption of such outstanding options by the surviving corporation, or in the
event of the dissolution or liquidation of the Company, the holder of any option
theretofore granted under this Plan shall have the right not less than five (5)
days prior to the record date for the determination of shareholders entitled to
participate in such merger, consolidation, dissolution or liquidation, to
exercise his option, in whole or in part, without regard to any installment
provision that may have been made part of the terms and conditions of such
option; provided, that any conditions precedent to such exercise set forth in
any option agreement granted under this Plan, other than the passage of time,
have been satisfied. In any such event, the Company will mail or cause to be
mailed to each holder of an option hereunder a notice specifying the date that
is to be fixed as of which all holders of record of the Shares shall be entitled
to exchange their shares for securities, cash or other property issuable or
deliverable pursuant to such merger, consolidation, dissolution or liquidation.
Such notice shall be mailed at least ten (10) days prior to the date therein
specified. In the event any then outstanding option is not exercised in its
entirety on or prior to the date specified therein, all remaining outstanding
options granted hereunder and any and all rights thereunder shall terminate as
of said date.
11. General Restrictions.
(a) No option granted hereunder shall be exercisable if the Company shall,
at any time in its sole discretion, determine that (i) the listing upon any
securities exchange, registration or qualification under any state or federal
law of any Shares otherwise deliverable upon such exercise, or (ii) the consent
or approval of any regulatory body or the satisfaction of withholding tax or
other withholding liabilities, is necessary or appropriate in connection with
such exercise. In any of such events, the exercisability of such actions shall
be suspended and shall not be effective unless and until such withholding,
listing, registration, qualification or approval shall have been effected or
obtained free of any conditions not acceptable to the Company in its sole
discretion, notwithstanding any termination of any option or any portion of any
option during the period when exercisability has been suspended.
(b) The Committee may require, as a condition to the right to exercise an
option, that the Company receive from the option holder, at the time of any such
exercise, representations, warranties and agreements to the effect that the
Shares are being purchased by the holder only for investment and without any
present intention to sell or otherwise distribute such Shares and that the
option holder will not dispose of such Shares in transactions which, in the
opinion of counsel to the Company, would violate the registration provisions of
the Securities Act of 1933, as then amended, and the rules and regulations
thereunder. The certificate issued to evidence such Shares shall bear
appropriate legends summarizing such restrictions on the disposition thereof.
12. Restrictions on Transfers of Shares; Repurchase by the Company.
(a) Without the prior written consent of the Company, the individual
exercising an option hereunder shall not sell, transfer, pledge, hypothecate or
otherwise dispose of any Shares acquired upon the exercise of options hereunder
or any interest in any such Shares within seven (7) months following the date of
such exercise. In the event that during the first six months of such period the
option holder shall, for any reason (other than death), cease to be an officer
or employee of the Company or its subsidiaries, then forthwith upon the
occurrence of such event, the Company shall have the right for the duration of
such seven month period to repurchase from the option holder, and upon the
exercise of such right, the option holder shall be required to sell to the
Company, all such Shares owned by him which are then subject to restriction
under this subparagraph 12(a) for a price equal to the aggregate exercise price
paid for such Shares. The Company may exercise its right to repurchase shares by
mailing notice of exercise to the option holder prior to the expiration
A-5
<PAGE> 27
of the Company's repurchase right. In the event the Company repurchases such
Shares, the certificate or certificates evidencing such Shares shall forthwith
be delivered to the Company against full payment of the sum of (i) an amount of
money in the form of cash or check equal to the amount, if any, paid by the
optionee in cash or check as payment of the exercise price, and (ii) a number of
Shares equal to the number of Shares, if any, paid by the optionee as payment of
the exercise price, without regard to the then fair market value of such Shares.
In the event the optionee had paid the option exercise price, in whole or in
part, in Shares, then the Company shall delay such repurchase until six (6)
months and ten (10) days from the date the optionee ceased to be an officer or
employee of the Company or its subsidiaries.
(b) The certificate or certificates delivered to individuals who exercise
options hereunder to evidence Shares acquired upon any exercise of an option (as
provided in paragraph 7 hereof) shall bear, in addition to any restrictive
legend required by subparagraph 11(b) hereof, a legend summarizing the
restrictions set forth in subparagraph (a) of this paragraph 12.
(c) In the event of the death of an option holder, all restrictions set
forth in subparagraph (a) and provided for in subparagraph (b) of this paragraph
shall terminate forthwith with respect to any and all Shares owned by such
holder at the date of his death, but neither the termination of such
restrictions upon the death of the holder nor any lapse of restrictions upon the
expiration of any period specified in subparagraph 12(a) hereof shall affect the
obligations of the holder (or his executor or administrator) to comply with the
requirements of subparagraph 11(b) in connection with any sale or other
disposition of any such Shares.
(d) Anything in the Plan to the contrary notwithstanding, the Committee,
shall have the power, in its discretion, to lessen or eliminate the period of
time during which the transfer of a holder's Shares is restricted under, and/or
to eliminate or modify in the holder's favor the Company's right to repurchase
Shares pursuant to, this paragraph 12, whether before or after any option is
granted or exercised hereunder.
13. Exchange of Options. The Committee shall have the right to grant
options hereunder that are granted subject to the condition that the grantee
shall agree with the Company to terminate all or a portion of another option or
options previously granted under the Plan. The Shares that had been issuable
pursuant to the exercise of the option terminated in the exchange of options
shall, upon such termination, again become available for issuance pursuant to
the exercise of options under the Plan.
14. Termination. Unless the Plan shall theretofore have been terminated as
hereinafter provided, the Plan shall terminate on September 18, 2005, and no
options under the Plan shall thereafter be granted, provided, however, the Board
at any time may, in its sole discretion, terminate the Plan prior to the
foregoing date. No termination of the Plan shall, without the consent of the
holder of an existing option, materially and adversely affect his rights under
such option.
The Plan shall be submitted to the shareholders of the Company for approval
in accordance with the applicable provisions of the Delaware General Corporation
Law as promptly as practicable and in any event within one year after the date
of the original adoption hereof by the Board. Any options granted hereunder
prior to such shareholder approval shall not be exercisable unless and until
such approval is obtained. If such approval is not obtained within such time
period, the Plan and any options granted hereunder shall be terminated.
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<PAGE> 28
EXHIBIT B
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 23rd day of February, 1995 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and (the
"Optionee"), residing at (the "Agreement").
The Optionee has been elected as a director of the Company at the annual
meeting of the shareholders of the Company held on December 15, 1994. The
Company has agreed that, in addition to director's fees, the Optionee should
receive a ten-year option to purchase 5,000 shares of Common Stock of the
Company. Accordingly, on February 16, 1995 the Board of Directors, and on
February 23, 1995 the Compensation Committee of the Board of Directors, of the
Company each approved the grant by the Company to the Optionee of a stock option
to purchase 5,000 shares of the Company's Common Stock, par value $.01 per share
(the "Shares"), subject to the approval of the Shareholders of the Company and
upon the terms and conditions set forth herein (the "Option").
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $18.25 per share, subject to
adjustment as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 5,000 Shares on the date Shareholder approval is obtained
and ending February 22, 2005; provided, however, that the Option shall
cease to be exercisable on the date of the termination of the Optionee's
status as a director of the Company.
(c) If the Optionee's status as a director of the Company terminates
due to disability or to death, the Option shall be exercisable as provided
in this subparagraph. The Optionee or, in the event of the Optionee's
disability, his duly appointed guardian or conservator or, in the event of
the Optionee's death, his duly appointed executor or administrator shall
have the privilege of exercising the unexercised portion of the Option
which the Optionee could have exercised on the day on which his status as a
director of the Company terminated, provided, however, that such exercise
must be in accordance with the terms of this Agreement and within one (1)
year of the Optionee's disability or death, as the case may be. In no
event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case
may be, exercise the Option after February 22, 2005.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or
(ii) to obligate the Company (including its shareholders, directors and
officers) to either re-nominate the Optionee for election or re-elect the
nominee to serve as a director or (iii) to derogate from any right of the
Company (including its shareholders, directors and officers) to remove or
request the resignation of the Optionee from the Company's Board of
Directors.
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as
provided in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, capital
adjustment or otherwise, or if the Company shall issue Shares as a dividend
or upon a stock split, then the number and kind of shares subject to the
unexercised portion of the Option and the exercise price of the Option
shall be adjusted to
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<PAGE> 29
prevent the inequitable enlargement or dilution of any rights hereunder,
provided, however, that any such adjustment shall be made without change in
the total exercise price applicable to the unexercised portion of the
Option. Adjustments under this paragraph shall be made by the Board of
Directors, whose determination shall be final and binding and conclusive.
In computing any adjustment under this paragraph, any fractional share
shall be eliminated. Nothing contained in this Agreement shall be construed
to affect in any way the right or power of the Company to make any
adjustment, reclassification, reorganization or changes to its capital or
business structure or to merge or to consolidate or to dissolve, liquidate
or transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the Company,
or in the event of a merger or consolidation in which (1) the Company is
not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee of a
Substitute Option (as hereinafter defined) or the express assumption of
this Option, the Option and any rights hereunder shall terminate as of the
effective date of any such dissolution, liquidation, merger or
consolidation date. For purposes of this Paragraph 4, a Substitute Option
shall mean an option under which the Optionee has the right to purchase on
substantially equivalent terms (as hereinafter defined) (in lieu of
Shares), the stock, securities or other property he would have been
entitled to receive upon the consummation of such merger or consolidation
had he exercised the option immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office.
Said written notice shall specify the number of Shares purchasable under
the Option which the Optionee then wishes to purchase and shall be
accompanied by (i) such documentation, if any, as may be required by the
Company as provided in Paragraph 6 or 7 and (ii) payment of the aggregate
option price. Such payment shall be in the form of (i) cash or a certified
check (unless such certification is waived by the Company) payable to the
order of the Company in the amount of the aggregate option price for such
number of Shares, (ii) certificates duly endorsed for transfer (with all
transfer taxes paid or provided for) evidencing a number of Shares of which
the aggregate fair market value on the date of exercise is equal to the
aggregate option exercise price of the shares being purchased, or (iii) a
combination of these methods of payment. Delivery of said notice and such
documentation shall constitute an irrevocable election to purchase the
shares specified in said notice, and the date on which the Company receives
said notice and documentation shall, subject to the provisions of
Paragraphs 6 and 7, be the date as of which the Shares so purchased shall
be deemed to have been issued. The Optionee shall not have the right or
status as a holder of the Shares to which such exercise relates prior to
receipt by the Company of such payment, notice and documentation. For
purposes of this Agreement, the fair market value per Share on a given date
shall be: (i) if the Shares are listed on a registered securities exchange
or included in the National Market System, the closing price per Share on
such date (or, if there was no trading on such exchange on such date, on
the next preceding day on which there was trading); (ii) if the Shares are
not listed on a registered securities exchange or included in the National
Market System, but the bid and asked prices per Share are provided by
NASDAQ, the National Quotation Bureau Incorporated or any similar
organization, the average of the closing bid and asked price per Share on
such date (or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading) as provided by such
organization; and (iii) if the Shares are not traded on a registered
securities exchange and the bid and asked prices per Share are not provided
by NASDAQ, the National Quotation Bureau Incorporated or any similar
organization, as determined by the agreement of the parties in good faith
or, in the absence of such agreement, as determined pursuant to arbitration
under the auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or
under any state or federal law, or (ii) the consent or approval of any
regulatory body or the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in connection with such exercise. In
such event, such exercise shall be held in abeyance and shall not be
effective unless and until such withholding,
B-2
<PAGE> 30
listing, registration, qualification or approval shall have been effected
or obtained free of any conditions not reasonably acceptable to the
Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise
of the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his acquisition of
any of the shares pursuant to an exercise of the Option will be made in
part in reliance upon the exemption from the registration requirements of
the Act afforded by Section 4(2) of the Act for transactions by an issuer
not involving any public offering. The Optionee further acknowledges that
the Company's reliance upon this exemption at the time of any exercise of
the Option will be predicated upon the Optionee's representation at that
time that such Shares are being acquired by him as an investment solely for
his account and that he then has no intention of selling, pledging,
transferring or otherwise distributing or disposing of all or any part of
such Shares or any interest or participation therein except as permitted by
the Act and the rules and regulations promulgated thereunder. The Optionee
further acknowledges that, accordingly, if the Shares are not so
registered, the receipt by the Board of Directors of written
representations to such effect is a condition precedent to the right to
exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of all or
any part of the Shares acquired pursuant to any exercise of the Option or
any interest or interests therein, unless and until such disposition has
been registered under the Act or the Company receives an opinion of its
counsel that registration under the Act is not required in connection with
such disposition.
(c) The Optionee agrees that upon any exercise of the Option, unless
the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such
exercise will be instructed to place appropriate stop orders against the
transfer of the Shares and that the certificate or certificates to be
issued representing the Shares will conspicuously bear a legend
substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an opinion
of counsel to the Company that registration is not required under said
Act.
(d) The Optionee acknowledges that he is presently familiar with the
Company's business, operations and financial condition. In this connection,
the Company agrees that, upon the request of the Optionee, it will provide
the Optionee with a copy of its then most recent Annual Report to
Shareholders, its then most recent definitive Proxy Statement in connection
with a meeting of its shareholders for the election of directors, its then
most recent Annual Report on Form 10-K, and all Quarterly Reports on Form
10-Q and Current Reports on Form 8-K filed by the Company with the
Securities and Exchange Commission subsequent to the filing of its then
most recent Annual Report on Form 10-K. In addition, the principal officers
of the Company will be reasonably available to discuss with the Optionee
the information contained in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors or assigns, as the
case may be.
------------------
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<PAGE> 31
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
DATASCOPE CORP.
BY:__________________________________
Murray Pitkowsky
__________________________________
B-4
<PAGE> 32
PROXY DATASCOPE CORP. COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION FOR ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 12, 1995
The undersigned hereby constitutes and appoints LAWRENCE SAPER and MURRAY
PITKOWSKY, and each of them, with full power of substitution, attorneys and
proxies to represent and to vote all of the shares of Common Stock, par value
$.01 per share, of DATASCOPE CORP. which the undersigned would be entitled to
vote, with all powers the undersigned would possess if personally present, at
the Annual Meeting of the Shareholders of DATASCOPE CORP., to be held at The
Harmonie Club, 4 East 60th Street, New York, New York, on December 12, 1995 at
11 o'clock A.M., local time, and at any adjournment thereof, on all matters
coming before said meeting:
1. ELECTION OF DIRECTORS. Nominees: George Heller and William L. Asmundson
(Mark only one of the following boxes.)
/ / VOTE FOR all nominees listed above, except vote withheld as to
the following nominees (if any):__________________
/ / VOTE WITHHELD from all nominees.
2. PROPOSAL TO APPROVE THE ADOPTION OF THE DATASCOPE CORP. 1995 STOCK OPTION
PLAN.
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO APPROVE THE GRANT OF THE DIRECTOR OPTIONS.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, upon any other business which may properly come before
the meeting or any adjournment thereof.
(Continue and sign on other side)
<PAGE> 33
(Continued from other side)
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the election as directors of the nominees of the Board of Directors,
FOR the proposal to approve the adoption of the Datascope Corp. 1995 Stock
Option Plan, FOR the proposal to approve the grant of Director Options.
The undersigned acknowledges receipt of the accompanying Proxy Statement
dated November 1, 1995
Date:_________________________, 1995
____________________________________
____________________________________
Signature of Shareholder(s)
(When signing as attorney, trustee,
executor, administrator, guardian,
corporate officer, etc., please give
full title. If more than one
trustee, all should sign. Joint
owners must each sign.)
Please date and sign exactly as name
appears above.
I plan / / I do not plan / /
to attend the Annual Meeting.
