<PAGE> 1
As filed with the Securities and Exchange Commission on February 21, 1996
Registration No. 333-537
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
POST-EFFECTIVE
AMENDMENT NO. 1 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
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
DATASCOPE CORP. 1995 STOCK OPTION PLAN
--------------------------------------
(Full title of the Plan)
<TABLE>
<S> <C> <C>
Lawrence Saper With a copy Gerald Adler, Esq.
Chairman of the Board and President to: Shereff, Friedman, Hoffman & 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
</TABLE>
___________________________________________
(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. 1 to the Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4 Amendment No. 1 to the Datascope Corp. 1995 Stock Option 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Montvale, State of New Jersey, on this 21st
day of February, 1996.
DATASCOPE CORP.
By:/s/ Lawrence Saper
---------------------
Lawrence Saper
Chairman of the Board
and President
<TABLE>
<CAPTION>
Name and Signature Title Date
------------------ ----- ----
<S> <C> <C>
/s/ Lawrence Saper Chairman of the Board, February 21, 1996
--------------------------- President and Director
Lawrence Saper (Principal Executive Officer)
* Senior Vice President, February 21, 1996
--------------------------- Secretary
Murray Pitkowsky
/s/ Stephen E. Wasserman Vice President, Treasurer, Chief February 21, 1996
------------------------- Financial Officer, President -
Stephen E. Wasserman Patient Monitoring Division
(Principal Financial and Accounting
Officer)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
* Director February 21, 1996
---------------------------
David Altschiller
* Director February 21, 1996
---------------------------
William L. Asmundson
* Director February 21, 1996
---------------------------
Joseph Grayzel, M.D.
* Director February 21, 1996
---------------------------
George Heller
* Director February 21, 1996
---------------------------
Norman M. Schneider
*By:/s/ Lawrence Saper February 21, 1996
------------------------------
Lawrence Saper
Attorney-in-Fact
</TABLE>
<PAGE> 5
DATASCOPE CORP.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
------- Numbered
Page
------------
<S> <C>
4. Amendment No. 1 to Datascope Corp. 1995 Stock Option Plan
</TABLE>
<PAGE> 1
EXHIBIT 4
AMENDMENT NO. 1
TO THE
DATASCOPE CORP. 1995 STOCK OPTION PLAN
Paragraph 7 of the Datascope Corp. 1995 Stock Option Plan is amended to read as
follows:
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; provided, however, that payment, whether in whole or in
part, by surrendering certificates, may only be made if the optionee has held
such shares for a period of at least 6 months prior to the date of surrender.
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.
Adopted by the Compensation Committee on February 13, 1996.
