<PAGE> 1
As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DATASCOPE CORP.
(Exact name of issuer 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 07465-9998
(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 to: Gerald Adler, Esq.
Chairman of the Board Shereff, Friedman, Hoffman &
President and Chief Executive Officer Goodman, LLP
Datascope Corp. 919 Third Avenue
14 Philips Parkway New York, New York 10022
Montvale, New Jersey 07465-9998 (212) 758-9500
(201) 391-8100
</TABLE>
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Price Aggregate Amount of
to be Registered to be Registered(1) Per Share(2) Offering Price(2) Registration Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, 750,000 shares $27.125 $20,343,750.00 $6,001.41
par value $.01 per share
====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), on the basis of the average of the high and low
sale prices of the Registrant's Common Stock as included on The NASDAQ
National Market on December 18, 1997.
(3) The Registration Fee has been calculated pursuant to Rule 457(h) as
follows: .000295 multiplied by 750,000 multiplied by $27.125, the average
of the high and low sale prices of the Registrant's Common Stock as
included on The NASDAQ National Market on December 18, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8, filed in connection with
issuance of additional shares of Common Stock of Datascope Corp., a Delaware
corporation (the "Registrant"), under the Datascope Corp. 1995 Stock Option
Plan constitutes a new registration statement. The contents of the Registration
Statement on Form S-8, File No. 333-537 (filed on January 30, 1996) (the
"Registration Statement"), and Post-Effective Amendment No. 1 to the
Registration Statement (filed on February 21, 1996) are incorporated herein by
reference.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration
statement:
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<CAPTION>
Exhibit Number Description
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<S> <C>
4.1 Datascope Corp. 1995 Stock Option Plan.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP.
(included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page to this
registration statement).
</TABLE>
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<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 19th day of
December, 1997.
DATASCOPE CORP.
By: /s/ Murray Pitkowsky
___________________________________________
Murray Pitkowsky
Senior Vice President, Chief Financial
Officer and Secretary
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<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Lawrence Saper and Murray
Pitkowsky, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents (with full power of each of them to act alone) full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence Saper Chairman of the Board, President,
__________________________________ Chief Executive Officer and Director December 19, 1997
Lawrence Saper (Principal Executive Officer)
/s/ Murray Pitkowsky
__________________________________ Senior Vice President, Chief Financial December 19, 1997
Murray Pitkowsky Officer and Secretary
/s/ Alan Abramson
__________________________________ Director December 19, 1997
Alan Abramson
/s/ David Altschiller
__________________________________ Director December 19, 1997
David Altschiller
/s/ William Asmundson
__________________________________ Director December 19, 1997
William Asmundson
/s/ Joseph Grayzel, M.D.
__________________________________ Director December 19, 1997
Joseph Grayzel, M.D.
/s/ George Heller
__________________________________ Director December 19, 1997
George Heller
/s/ Arno Nash
__________________________________ Director December 19, 1997
Arno Nash
</TABLE>
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<PAGE> 5
DATASCOPE CORP.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.1 Datascope Corp. 1995 Stock Option Plan.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP
(included in Exhibit 5.1).
24 Power of Attorney (included in signature page to this
registration statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
DATASCOPE CORP.
1995 STOCK OPTION PLAN
(AS OF SEPTEMBER 18, 1997)
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 1,500,000
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,
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<PAGE> 2
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 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)
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<PAGE> 3
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.
(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.
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<PAGE> 4
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.
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
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<PAGE> 5
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 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
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<PAGE> 6
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 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,
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<PAGE> 7
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
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<PAGE> 8
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 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 17, 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,
-8-
<PAGE> 9
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.
-9-
<PAGE> 1
EXHIBIT 5.1
OPINION OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
December 19, 1997
Datascope Corp.
14 Philips Parkway
Montvale, New Jersey 07645
Ladies and Gentlemen:
On the date hereof, Datascope Corp., a Delaware corporation
(the "Company"), intends to transmit for filing with the Securities and Exchange
Commission a Registration Statement on Form S-8 (the "Registration Statement")
relating to 750,000 shares of common stock, par value $.01 per share, of the
Company ("Common Stock"), that may be issued from time to time upon the exercise
of options granted pursuant to the Datascope Corp. 1995 Stock Option Plan (the
"1995 Plan"), which shares of Common Stock are in addition to 750,000 shares of
Common Stock the offer and sale of which was previously registered with respect
to the 1995 Plan. This opinion is an exhibit to the Registration Statement.
We act as corporate and securities counsel to the Company and
in such capacity have participated in various corporate and other proceedings
relating to the Company. We have taken part in the preparation or have examined
copies of the Company's Restated Certificate of Incorporation and amendments
thereto, its by-laws as presently in effect, minutes of meetings of its
directors, stockholders and committees and such other documents and instruments
relating to the Company and the proposed issuance of the shares of Common Stock
as we have deem necessary under the circumstances, in each case signed,
certified or otherwise proved to our satisfaction. Insofar as this opinion
relates to securities to be issued in the future, we have assumed that all
applicable laws, rules and regulations in effect at the time of such issuance
are the same as such laws, rules and regulations in effect as of the date
hereof.
We note that we are members of the Bar of the State of New
York and that we are not admitted to the Bar in the State of Delaware. To the
extent that the opinions expressed herein involve the law of the State of
Delaware, such opinions are based solely upon our reading of the Delaware
General Corporation Law as reported by Prentice-Hall Legal and Financial
Services, without any investigation of the legal decisions or other statutory
provisions in effect in such state that may relate to the opinions expressed
herein.
Based on the foregoing, and subject to and in reliance on the
accuracy and completeness of the information relevant thereto provided to us, it
is our opinion that the shares of Common Stock to be issued upon the exercise of
options granted pursuant to the 1995 Plan have been duly authorized, and
(subject to the effectiveness of the Registration
<PAGE> 2
Datascope Corp.
December 19, 1997
Page 2
Statement and compliance with applicable state securities laws) when issued in
accordance with the terms of the 1995 Plan, and any option agreements executed
pursuant thereto, will be legally and validly issued, fully paid and
non-assessable.
It should be understood that nothing in this opinion is
intended to apply to any disposition of any shares of Common Stock that any
participant in the 1995 Plan might propose to make.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as an exhibit to any filing made by the
Company under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose, except as expressly provided in the
preceding paragraph, without our express written consent, and no party other
than you is entitled to rely on it. This opinion is rendered to you as of the
date hereof and we undertake no obligation to advise you of any change, whether
legal or factual, after the date hereof.
Very truly yours,
/s/ SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
-----------------------------------------
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
SFH&G, LLP:GA:SMZ:TSS
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Datascope Corp. on Form S-8 of our report dated July 29, 1997, appearing in the
Annual Report on Form 10-K of Datascope Corp. for the year ended June 30, 1997.
/s/ DELOITTE TOUCHE LLP
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DELOITTE & TOUCHE LLP
New York, New York
December 19, 1997
