<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ___________ TO ____________
COMMISSION FILE NUMBER 0-6516
------------------------
DATASCOPE CORP.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 13-2529596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 PHILIPS PARKWAY 07645
MONTVALE, NEW JERSEY (Zip Code)
(Address of principal
executive offices)
</TABLE>
Registrant's telephone number, including area code (201) 391-8100
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01 per share
(TITLE OF CLASS)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.
Yes /X/ No / /
------------------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K /X/.
------------------------
The aggregate market value of the common stock held by persons other than
affiliates of the registrant, as of October 27, 1995, is approximately
$310,000,000.
------------------------
The number of shares outstanding of each of the registrant's classes of
common stock, as of October 27, 1995, is as follows:
<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES
----- ----------------
<S> <C>
Common Stock, par value $.01 per share 16,103,980
</TABLE>
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
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<PAGE> 2
The Annual Report on Form 10-K for the fiscal year ended June 30, 1995
(File Number 0-6516) of Datascope Corp. (the "Corporation") is hereby amended
by adding thereto the following Part III:
Part III
Item 10. Members of the Board of Directors of the Corporation.
The members of the Board of Directors of the Company during the fiscal
year ended June 30, 1995, their respective ages and the period during which
they have served as Directors are as follows:
CLASS I. The term of Class I Directors will expire at the 1995 Annual
Meeting of Shareholders.
<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>
CLASS II. The term of Class II Directors will expire at the 1996 Annual
Meeting of Shareholders.
<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. The term of Class III Directors will expire at the 1997 Annual
Meeting of Shareholders.
<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> 3
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.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
The Corporation's executive officers and directors are required under the
Securities Exchange Act of 1934, as amended (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.
3
<PAGE> 4
Item 11. 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.
4
<PAGE> 5
(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>
5
<PAGE> 6
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.
6
<PAGE> 7
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 ("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.
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 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 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.
7
<PAGE> 8
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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.
8
<PAGE> 9
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
(except Mr. Saper, whose holdings are shown in the preceding table) and each of
the Named Executive Officers (as defined in Item 11), 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.
Item 13. Certain Relationships and Related Transactions.
N/A
9
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
November 1, 1995
DATASCOPE CORP.
By: /s/ STEPHEN E. WASSERMAN
------------------------------------
Stephen E. Wasserman
Vice President; Chief Financial
Officer; Treasurer; President, Patient
Monitoring Division
10
