<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1996
Registration No. 33-69922
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
POST-EFFECTIVE
AMENDMENT NO. 3 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------
DATASCOPE CORP.
---------------
(Exact name of registrant as specified in its charter)
Delaware 13-2529596
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
14 Philips Parkway, Montvale, New Jersey 07645-9998
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(Address of principal executive offices) (Zip Code)
Datascope Corp. 401(k) Savings and Supplemental Retirement Plan
---------------------------------------------------------------
(Full title of the Plan)
Lawrence Saper Gerald Adler, Esq.
Chairman of the Board Shereff, Friedman, Hoffman
and President & Goodman, LLP
Datascope Corp. 919 Third Avenue
14 Philips Parkway New York, New York 10022
Montvale, New Jersey 07645-9998 (212) 758-9500
(201) 391-8100
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(Name, address and telephone number,
including area code, of agents for service)
<PAGE> 2
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibit is filed as part of this Post-Effective Amendment
No. 3 to the Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4 Amendment No. 6 to Datascope Corp. 401(k) Savings and
Supplemental Retirement Plan.
</TABLE>
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montvale, State of New
Jersey, on January 29, 1996.
DATASCOPE CORP.
By: /s/ Lawrence Saper
-------------------------
Lawrence Saper
Chairman of the Board and
President
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Lawrence Saper Chairman of the Board,
- ------------------------- President and Director January 29, 1996
Lawrence Saper (Principal Executive Officer)
/s/Stephen E. Wasserman Vice President, Chief Financial January 29, 1996
- ------------------------- Officer, Treasurer; President,
Stephen E. Wasserman Patient Monitoring Division
* Director January 29, 1996
- -------------------------
David Altschiller
* Director January 29, 1996
- -------------------------
William L. Asmundson
* Director January 29, 1996
- -------------------------
Joseph Grayzel, M.D.
* Director January 29, 1996
- -------------------------
George Heller
* Director January 29, 1996
- -------------------------
Norman M. Schneider
*By: /s/Lawrence Saper
---------------------
Lawrence Saper
Attorney in Fact
</TABLE>
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, the
Datascope Corp. Benefits Committee, which administers the Datascope Corp. 401(k)
Savings and Supplemental Retirement Plan, has duly caused this Post-Effective
Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montvale, State of New
Jersey, on January 29, 1996.
DATASCOPE CORP. 401(K) SAVINGS
AND SUPPLEMENTAL RETIREMENT PLAN
By: /s/ Murray Pitkowsky
--------------------------
Murray Pitkowsky
Member, Benefits Committee
By: /s/ Richard Monastersky
--------------------------
Richard Monastersky
Member, Benefits Committee
By: /s/ Eric Nietsch
--------------------------
Eric Nietsch
Member, Benefits Committee
By: /s/ Phylis Payne
--------------------------
Phylis Payne
Member, Benefits Committee
<PAGE> 6
Exhibit Index
-------------
Exhibit
No. Description
- ------- -----------
4 Amendment No. 6 to Datascope Corp. 401(k) Savings and
Supplemental Retirement Plan.
<PAGE> 1
EXHIBIT 4
AMENDMENT NO. 6
TO THE
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
The Benefits Committee of the Datascope Corp. hereby adopt the following
amendments to the Datascope Corp. 401(k) Savings and Supplemental Retirement
Plan (the "Plan") effective as of the dates set forth below:
1. Effective March 1, 1995, Section 1.16 of the Plan is amended to read as
follows:
1.16 "Eligible Employee" means any Employee who has attained age 21, but
excluding
A. any individual who is covered by a collective bargaining agreement
to which the Employer is a party, and which agreement does not
provide for participation in the Plan; and
B. any individual who is a "leased employee" within the meaning of
Section 414(n)(2) of the Code.
2. Effective March 1, 1995, Section 1.18 of the Plan is amended to read as
follows:
1.18 "Employee" means any individual who is a common law employee of the
Employer.
3. Effective March 1, 1995, Section 1.22 of the Plan is amended to read as
follows:
1.22 "Entry Date" means
A. prior to March 1, 1995, the Effective Date and each July 1,
October 1, January 1 and March 1 thereafter; and
B. effective March 1, 1995, the first day of any calendar month.
4. Effective March 1, 1995, new Section 1.26 of the Plan is added to read as
follows and existing Sections 1.26 through 1.49 are renumbered accordingly:
1.26 "Full-time Employee" means an Employee who is regularly scheduled to
work 30 or more hours per week. The term "Full-time Employee" does not
include any Employee who is regularly scheduled to work less than 30
per week or who has been hired to fulfill a temporary assignment of a
non-recurring nature.
<PAGE> 2
5. Effective March 1, 1995, Article II is amended to read as follows:
ARTICLE II
MEMBERSHIP IN THE PLAN
2.1 Participation Requirements Prior to March 1, 1995. Prior to March 1,
1995, each Eligible Employee shall become a Member in the Plan on the
first Entry Date coincident with or next following the last day of an
Eligibility Computation Period during which he has completed 1,000 or
more Hours of Service. Each Eligible Employee shall be eligible to
make a Rollover Contribution commencing on his date of hire.
2.2 Participation Requirements On or After March 1, 1995. Effective March
1, 1995, each Eligible Employee who is not described in Section 2.1
shall become a Member in the Plan as follows:
A. Each Eligible Employee who is classified as a Full-Time Employee
shall be eligible to elect to have Basic Contributions made on his
behalf commencing on the first Entry Date coincident with or next
following the date on which he first completes 30 days of
continuous employment. Such Employee shall become a Member with
respect to Basic Contributions by making an election in accordance
with the requirements of Section 3.1.
B. Each Eligible Employee who is not classified as a Full-Time
Employee shall be eligible to elect to have Basic Contributions
made on his behalf commencing on the first Entry Date coincident
with or next following the last day of an Eligibility Computation
Period during which he has completed 1,000 or more Hours of
Service. Such Employee shall become a Member with respect to Basic
Contributions by making an election in accordance with the
requirements of Section 3.1.
C. Each Eligible Employee shall become eligible for Matching
Contributions commencing on the first anniversary of his date of
hire.
D. Each Eligible Employee shall be eligible to make a Rollover
Contribution commencing on his date of hire.
2
<PAGE> 3
2.3 Break in Service Before Participation. If an Eligible Employee incurs
a Break in Service before he satisfies the participation requirements
under Section 2.1 or 2.2 and he is later reemployed, he shall be
treated as a new Eligible Employee at the time of his reemployment for
purposes of applying the participation requirements in Section 2.1 or
2.2.
2.4 Break in Service After Participation. If an Eligible Employee incurs a
Break in Service after he becomes a Member and he later is reemployed,
he shall again become a Member in the Plan commencing on the date of
his reemployment.
2.5 Cessation of Participation. An individual will cease to be eligible to
participate in the Plan with respect to Basic Contributions, Matching
Contributions, Rollover Contributions as of the date (a) he ceases to
be an Eligible Employee or (b) terminates employment. After such date,
he shall continue to be a Participant only with respect to the
allocation of earnings, losses and expenses made in accordance with
Article 5 until the balance credited to his Account is distributed.
6. Effective January 1, 1995, Section 5.3 is amended to read as follows:
5.3 Investment Funds.
A. The Benefits Committee shall select such investment vehicles as it
determines appropriate to meet the requirements of Section 404(c)
of ERISA and the regulations thereunder relating to the investment
of Members' Accounts at the direction of the Members. The Benefits
Committee may select such additional investment vehicles as it
determines appropriate for the investment of Members' Accounts.
B. The Benefits Committee may prescribe such rules and restrictions
on the investment of Members' Accounts in any such investment
vehicle as it deems appropriate.
C. In the event that the fees of any investment manager or investment
advisor are attributable to a particular investment vehicle, the
Benefits Committee may, in its discretion, determine how such
expenses shall be allocated among Members' Accounts.
3
<PAGE> 4
7. Effective January 1, 1995, Section 5.5 is amended to read as follows:
5.5 Investment Direction.
A. The Benefits Committee, or its designees, shall provide Members
with such information and materials with respect to the Investment
Funds as may be required by Section 404(c) of ERISA.
B. A Member shall have the right to direct the Benefits Committee to
invest his Account in any of the Investment Funds. A Member's
Investment direction (or any change in his investment direction)
shall be made in the manner and in such form as the Benefits
Committee shall direct.
C. A Member's investment election (or any change in his investment
election) shall be made in multiples of 5 percent. Notwithstanding
the foregoing, a Member may not elect to have more than 25% of his
Account invested in Employer Securities.
D. A Member's investment election shall remain in effect until the
Member properly files a change of election with the Benefits
Committee. In the event that any Member shall not have directed
the investment of all or a portion of the balance in his account
at any time, the Member shall be deemed to have directed that such
balance be invested in a money market (or equivalent) fund and
such assets shall remain in such Investment Fund until such time
as the Member directs otherwise.
E. A Member may change his investment election with respect to
existing investments, new contributions, or both, effective as of
the next following Adjustment Date. Such change must be made in
writing or in accordance with such other methods as may be
established by the Benefits Committee in accordance with the
requirements of Section 404(c) of ERISA.
8. Effective January 1, 1995, Section 5.6 is deleted. Existing Sections 5.7
through 5.9 are renumbered accordingly and all references to Section 5.6 are
amended to refer to Section 5.5.
4
<PAGE> 5
IN WITNESS WHEREOF, the undersigned, being all of the members of the
Benefits Committee of Datascope Corp. hereby adopt this Amendment No. 6 to the
Datascope Corp. 401(k) Savings and Supplemental Retirement Plan. This Amendment
may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, and such counterparts will together constitute but
one Amendment.
BENEFITS COMMITTEE OF DATASCOPE CORP.
/s/ Murray Pitkowsky /s/ Eric Nietsch
- ------------------------------------------ --------------------------------
Murray Pitkowsky Eric Nietsch
/s/ Richard Monastersky /s/ Hubert Jones
- ------------------------------------------ --------------------------------
Richard Monastersky Hubert Jones
APPROVED BY:
/s/ Lawrence Saper
- ------------------------------------------
Lawrence Saper
Chief Executive Officer of Datascope Corp.
5
