<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
Registration No. 33-69922
------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE
AMENDMENT NO. 4 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. 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
Datascope Corp. 919 Third Avenue
14 Philips Parkway New York, New York 10022
Montvale, New Jersey 07645-9998 (212) 758-9500
(201) 391-8100
---------------------------------------------------
(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 exhibits are filed as part of this Post-Effective
Amendment No. 4 to the Registration Statement:
Exhibit
Number Description
------ -----------
4.1 Amendment to Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan.
4.2 Amendment to Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan, dated August 28, 1996.
4.3 Amendment to Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan, dated January 15, 1997.
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. 4 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 September 5, 1997.
DATASCOPE CORP.
By: /s/ Lawrence Saper
--------------------------
Lawrence Saper
Chairman of the Board and
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 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>
Chairman of the Board, September 5, 1997
/s/ Lawrence Saper President and Director
- --------------------------- (Principal Executive Officer)
Lawrence Saper
Senior Vice President, Chief September 5, 1997
/s/Murray Pitkowsky Financial Officer and Secretary
- --------------------------- (Principal Financial and
Murray Pitkowsky Accounting Officer)
* Director September 5, 1997
- ---------------------------
David Altschiller
* Director September 5, 1997
- ---------------------------
William L. Asmundson
* Director September 5, 1997
- ---------------------------
Joseph Grayzel, M.D.
* Director September 5, 1997
- ---------------------------
George Heller
*By: /s/ Lawrence Saper
------------------------
Lawrence Saper
Attorney in Fact
</TABLE>
<PAGE> 4
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, with full power of substitution and resubstitution for him
and on his behalf, and in his name, place and stead, in any 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 with them, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact 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, this
Post-Effective Amendment No. 4 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/ Alan B. Abramson Director September 5, 1997
- ---------------------------
Alan B. Abramson
/s/ Arno Nash Director September 5, 1997
- ---------------------------
Arno Nash
</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. 4 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 September 5, 1997.
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/ Phyllis Payne
--------------------------
Phyllis Payne
Member, Benefits Committee
<PAGE> 6
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
4.1 Amendment to Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan.
4.2 Amendment to Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan, dated August 28, 1996.
4.3 Amendment to Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan, dated January 15, 1997.
<PAGE> 1
EXHIBIT 4.1
AMENDMENT TO THE
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, Datascope Corp. (the "Company") adopted the Datascope Corp. 401(k)
Savings and Supplemental Retirement Plan, as amended and restated effective
April 1, 1989 (the "Plan");
WHEREAS, the Company submitted the Plan to the Internal Revenue Service ("IRS")
for a determination with respect to its tax-qualified status under the Internal
Revenue Code; and
WHEREAS, the IRS issued a favorable determination with respect to the
tax-qualified status of the Plan subject to the adoption of certain amendments
submitted to the IRS in proposed form;
WHEREAS, the Company desires to adopt the amendments required by the IRS and to
adopt certain other amendments to the Plan; and
WHEREAS, Section 14.01 of the Plan provides that the Company may amend the Plan
by action of its Benefits Committee subject to the approval of the Company's
Chief Executive Officer;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. SECTION 1.10 IS AMENDED TO READ AS FOLLOWS:
1.10 "Compensation" means for any Plan Year a Member's wages as defined in
Section 3401(a) of the Code (for purposes of income tax withholding) determined
without regard to any rules that limit remuneration included in wages based on
the nature or location of the employment or the services performed, subject to
the following inclusions and exclusions:
(a) including employer contributions made pursuant to a compensation
reduction agreement which are not includible in the gross income of a
Member under Section 125, 402(a)(8), 402(h) or 403(b) of the Code; and
(b) excluding any wages attributable to periods prior to the effective date
of Member's participation in the Plan.
For Plan Years beginning on or after January 1, 1989, and before January 1,
1994, the annual Compensation taken into account in determining all benefits
provided under the Plan for any Plan Year shall not exceed $200,000, as adjusted
for increases in the cost-of-living in accordance with Section 401(a)(17)(B) of
the Code. For Plan Years beginning on or after January 1, 1994, the annual
Compensation taken into account in determining all benefits provided under the
Plan for any Plan Year shall not exceed $150,000, as adjusted for increases in
the cost-of-living in accordance with section 401(a)(17)(B) of the Code. In
determining the Compensation of a
<PAGE> 2
Member for purposes of this limitation, the rules of Section 414(q)(6) of the
Code shall apply, except in applying such rules, the term "family" shall include
only the spouse of the Member and any lineal descendants of the Member who have
not attained age 19 before the close of the year. If, as a result of the
application of such rules, the adjusted annual Compensation limitation is
exceeded, then the limitation shall be prorated among the affected individuals
in proportion to each such individual's Compensation as determined under this
Section 1.10 prior to the application of this limitation.
2. SECTION 6.01 IS AMENDED TO READ AS FOLLOWS:
6.01 Definitions.
The following definitions shall apply for purposes of this Article 6:
(a) "Annual Addition" means the sum of the following amounts allocated to a
Member's Account during the Limitation Year:
(i) employer contributions,
(ii) employee contributions,
(iii) forfeitures, and
(iv) amounts described in Section 415(1)(1) and 419(A)(d)(2) of the
Code.
The amount of a Member's Annual Additions shall be determined without
regard to the limitations set forth in Sections 6.02, 6.03, 6.04 and
6.05.
(b) "415 Compensation" means wages within the meaning of Section 3401(a) of
the Code and all other payments of compensation to an employee by his
employer (in the course of the employer's trade or business) for which
the employer is required to furnish the employee a written statement
under Sections 6041(d), 6051(a)(3), and 6052 of the Code.
The maximum amount of 415 Compensation that may be taken into account
in any Plan Year shall not exceed the dollar limitation contained in
Section 401(a)(17) of the Code in effect as of the beginning of the
Plan Year.
(c) "Highly Compensated Employee" includes highly compensated active
employees and highly compensated former employees.
(i) A highly compensated active employee includes any Employee who
performs service for the Company or an Affiliated Company
during the Plan Year and who, during the Look-back Year:
2
<PAGE> 3
1) received 415 Compensation in excess of the dollar limitation
contained in Section 414(q)(1)(B) of the Code in effect at the
beginning of such year;
2) received 415 Compensation in excess of the dollar limitation
contained in Section 414(q)(1)(C) of the Code in effect at the
beginning of such year and was a member of the top-paid 20
percent (20%) of Employees during such year;
3) was an officer of the Company or an Affiliated Company and
received 415 Compensation during such year greater than 50
percent (50%) of the dollar limitation in effect under Section
415(b)(1)(A) of the Code at the beginning of such year; or
4) was a 5-percent owner.
(ii) The term Highly Compensated Employee also includes, with respect to any
Plan Year, any Employee who, at any time during such Plan Year, (A) is
one of the 100 employees who received the most compensation from the
Company or an Affiliated Company during the Plan Year, or (B) is a
5-percent owner.
(iii) A highly compensated former employee is any Employee who separated from
service (or was deemed to have separated) prior to the Plan Year,
performs no service for the Company or an Affiliated Company during the
Plan Year, and was a highly compensated active employee for either the
separation year or any Plan Year ending on or after the Employee's 55th
birthday.
(iv) If an Employee is, during a Plan Year or look-back year, a family
member of either a 5-percent owner who is an active or former employee
or a Highly Compensated Employee who is one of the 10 most highly
compensated employees ranked on the basis of compensation paid by the
Company and any Affiliated Company during such year, then the family
member and the 5-percent owner or top-ten Highly Compensated Employee
shall be aggregated. In such case, the family member and 5-percent
owner or top-ten Highly Compensated Employee shall be treated as a
single employee receiving compensation and plan contributions or
benefits equal to the sum of such compensation and contributions or
benefits equal to the sum of such compensation and contributions or
benefits of the family member and 5- percent owner or top-ten Highly
Compensated Employee. For purposes of this paragraph, family member
includes the spouse, lineal ascendants and descendants of the employee
of former employee and the spouses of such lineal ascendants and
descendants.
(v) The Look-back Year shall be the 12-consecutive month period immediately
preceding the Plan Year; provided, however, that the Plan Administrator
may elect for any Plan Year to make the Look-back Year calculation on
the basis of the
3
<PAGE> 4
calendar year ending with or within such Plan Year in accordance with
IRS Regulation ss. 1.414(q)-1T Q&A-14.
(vi) The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of employees in the
top-paid group, the top 100 employees, the number of employees treated
as officers and the compensation that is considered, will be made in
accordance with Section 414(q) of the Code and the regulations
thereunder.
(d) "Limitation Year" means the Plan Year.
(e) "Non-highly Compensated Employee" means an Employee who is not a Highly
Compensated Employee
3. SECTION 6.02 IS AMENDED TO READ AS FOLLOWS:
6.02 Annual Limitation on Elective Deferrals.
(a) In no event shall a Member's Basis Contribution made under the Plan,
and elective deferrals (as defined in IRS Regulation ss. 1.402(g)-1(b))
made under any other qualified plan maintained by the Company or any
Affiliated Company, during any taxable year exceed the dollar
limitation contained in Section 402(g) of the Code in effect at the
beginning of such year.
(b) Notwithstanding any other provision of the plan, Excess Elective
Deferrals, plus any income and minus any loss allocable thereto, shall
be distributed no later than April 15 to any Member to whose account
Excess Elective Deferrals were assigned for the preceding year and who
claims Excess Elective Deferrals for such taxable year.
(c) Excess Elective Deferrals means those Basic Contributions and other
elective deferrals that are includible in a Member's gross income under
Section 402(g) of the Code to the extent such Member's elective
deferrals for a taxable year exceed the dollar limitation under such
Code section. Excess Elective Deferrals shall be treated as Annual
Additions under the Plan, unless such amounts are distributed no later
than the first April 15 following the close of the Member's taxable
year.
4. SECTION 6.03 IS AMENDED TO READ AS FOLLOWS:
6.03 Limitations on Basic Contributions Applicable to Highly Compensated
Employees.
(a) The Actual Deferral Percentage for Members who are Highly Compensated
Employees for the Plan Year shall not exceed the greater of:
4
<PAGE> 5
(i) the Actual Deferral Percentage for Members who are Non-highly
Compensated Employees for the Plan Year multiplied by 1.25; or
(ii) the Actual Deferral Percentage for Members who are Non-highly
Compensated Employees for the Plan Year multiplied by 2.0,
provided that the Actual Deferral Percentage for Members who
are Highly Compensated Employees does not exceed the Actual
Deferral Percentage for Members who are Non-highly Compensated
Employees by more than two (2) percentage points.
(b) The Actual Deferral Percentage for any Member who is a Highly
Compensated Employee for the Plan Year and who is eligible to have
elective contributions (as defined in IRS
Regulationss.1.401(k)-1(g)(3)) allocated to his or her accounts under
two or more arrangements described in Section 401(k) of the Code, that
are maintained by the Company or an Affiliated Company, shall be
determined as if such elective deferrals were made under a single
arrangement. If a Highly Compensated Employee participates in two or
more cash or deferred arrangements that have different Plan Years, all
cash or deferred arrangements ending with or within the same calendar
year shall be treated as a single arrangement. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Section 401(k) of the Code.
(c) In the event that this Plan satisfies the requirements of Sections
401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or
more plans, or if one or more other plans satisfy the requirements of
such sections of the Code only if aggregated with this Plan, then this
Section 6.03 shall be applied by determining the Actual Deferral
Percentage of employees as if all such plans were a single plan. For
Plan Years beginning after December 31, 1989, plans may be aggregated
in order to satisfy Section 401(k) of the Code only if they have the
same Plan Year.
(d) For purposes of determining the Actual Deferral Percentage of a Member
who is a 5-percent owner or one of the ten most highly-paid Highly
Compensated Employees, the elective contributions and 415 Compensation
of such Member shall include the elective contributions and 415
Compensation for the Plan Year of Family Members (as defined in Section
414(g)(6) of the Code). Family Members, with respect to such Highly
Compensated Employees, shall be disregarded as separate employees in
determining the Actual Deferral Percentage both for Members who are
Non-highly Compensated Employees and for Members who are Highly
Compensated Employees.
(e) The limitations set forth in this Section 6.03 shall be determined
after application of the annual dollar limitations set forth in Section
6.02.
5
<PAGE> 6
(f) "Actual Deferral Percentage" means, for a specified group of Members
for a Plan Year, the average of the ratios (calculated separately for
each Member in such group) of (i) the amount of elective contributions
actually paid over to the trust on behalf of such Member for the Plan
Year to (ii) the Member's 415 Compensation for such Plan Year.
5. SECTION 6.04 IS AMENDED TO READ AS FOLLOWS:
6.04 Limitations on Matching Contributions Applicable to Highly Compensated
Employees.
(a) The Actual Contribution Percentage for Members who are Highly
Compensated Employees for the Plan Year shall not exceed the greater
of:
(i) the Actual Contribution Percentage of the Members who are
Non-highly Compensated Employees for the Plan Year multiplied
by 1.25; or
(ii) the Actual Contribution Percentage for Members who are
Non-highly Compensated Employees for the Plan Year multiplied
by 2.0, provided that the Actual Contribution Percentage for
Members who are Highly Compensated Employees does not exceed
the Actual Contribution Percentage for Members who are
Non-highly Compensated Employees by more than two (2)
percentage points.
(b) For purposes of this Section 6.04, the Contribution Percentage for any
Member who is a Highly Compensated Employee and who is eligible to have
matching contributions (as defined in IRS
Regulationss.1.401(m)-1(f)(12)) and employee contributions (as defined
in IRS Regulationss.1.401(m)-1(f)(6)) allocated to his or her account
under two or more plans described in Section 401(a) of the Code, or
arrangements described in section 401(k) of the Code that are
maintained by the Company or any Affiliated Company, shall be
determined as if the total of such Contribution Percentage Amounts was
made under each plan. If a Highly Compensated Employee participates in
two or more cash or deferred arrangements that have different plan
years, all cash or deferred arrangements ending with or within the same
calendar year shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Section 401(m) of the
Code.
(c) In the event that this Plan satisfies the requirements of Sections
401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or
more other plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if aggregated with this
Plan, then this Section 6.04 shall be applied by determining the
Contribution Percentage of employees as if all such plans were a single
plan.
6
<PAGE> 7
For plan years beginning after December 31, 1989, plans may be
aggregated in order to satisfy Section 401(m) of the Code only if they
have the same Plan Year.
(d) For purposes of determining the Contribution Percentage of a Member who
is a five-percent owner or one of the ten most highly-paid Highly
Compensated Employees, the matching contributions and employee
contributions and 415 Compensation of such Member shall include the
matching contributions and employee contributions and 415 Compensation
for the Plan Year of Family Members (as defined in Section 414(g)(6) of
the Code). Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate employees in determining
the Contribution Percentage both for Members who are Non-highly
Compensated Employees and for Members who are Highly Compensated
Employees.
(e) Definitions. The following definitions shall apply for purposes of this
Section 6.04:
(i) "Actual Contribution Percentage" means the average of the
Contribution Percentages of the Eligible Members in a group.
(ii) "Contribution Percentage" means the ration (expressed as a
percentage) of the sum of the Member's matching contributions
and employee contributions to the Member's 415 Compensation
for the Plan Year (whether or not the employee was a Member
for the entire Plan Year).
6. SECTION 6.06 IS AMENDED TO READ AS FOLLOWS:
6.06 Correction of Excess Basic Contributions and Excess Matching Contributions.
In the event that any of the limitations set forth in Section 6.03, 6.04, and
6.05 are exceeded for any Plan Year, the Plan Administrator shall take one or
more (either alone or in combination) of the following corrective actions no
later than the last day of the following Plan Year:
(a) Distribution of Excess Basic Contributions. Notwithstanding any other
provision of this Plan, excess Basic Contributions with respect to a
Plan Year, plus any income or minus any loss allocable thereto, shall
be distributed no later than the last day of each Plan Year to Members
to whose accounts such excess Basic Contributions were allocated for
the preceding Plan Year.
(i) The amount of excess Basic Contributions shall be determined
first by reducing the amount of Basic Contributions of the
Highly Compensated Employee having the highest Actual Deferral
Percentage until the test set forth in Section 6.03 is
satisfied, or until his Actual Deferral Percentage equals the
Actual Deferral Percentage of the Highly Compensated
7
<PAGE> 8
Employee having the second highest Actual Deferral Percentage.
This process shall continue until the test set forth in
Section 6.03 is satisfied.
(ii) Such distributions shall be made to Highly Compensated
Employees on the basis of the respective portions of the
excess Basic Contributions attributable to each of such
employees. Excess Basic Contributions of Members who are
subject to the family member aggregation rules shall be
allocated among the family members in proportion to the Basic
Contributions of each family member that is combined to
determine the combined Actual Deferral Percentage.
(iii) If such excess amounts are distributed more than 2-1/2 months
after the last day of the Plan Year in which such excess
amounts arose, a ten percent (10%) excise tax will be imposed
on the Company with respect to such amounts.
(b) Forfeiture or Distribution of Excess Matching Contributions.
Notwithstanding any other provision of this Plan, excess Matching
Contributions with respect to a Plan Year, plus any income or minus any
loss allocable thereto, shall be forfeited, if forfeitable, or if not
forfeitable, distributed no later than the last day of each Plan Year
to Members to whose accounts such excess Matching Contributions were
allocated for the preceding Plan Year.
(i) The amount of excess Matching Contributions shall be
determined first by reducing the amount of Matching
Contributions of the Highly Compensated Employee having the
highest Actual Contribution Percentage until the test set
forth in Section 6.04 is satisfied, or until his Actual
Contribution Percentage equals the Actual Contribution
Percentage of the Highly Compensated Employee having the
second highest Actual Contribution Percentage. This process
shall continue until the test set forth in Section 6.04 is
satisfied.
(ii) Excess Matching Contributions of Members who are subject to
the family member aggregation rules shall be allocated among
the family members in proportion to the Matching Contributions
of each family member that is combined to determine the
combined Actual Contribution Percentage.
(iii) Amounts forfeited pursuant to this Section 6.06(b) shall be
applied to reduce employer contributions in accordance with
Section 9.05.
(iv) If such excess Matching Contributions are distributed more
than 2-1/2 months after the last day of the Plan Year in which
such excess amounts arose, a ten percent (10%) excise tax will
be imposed on the Company with respect to those amounts.
8
<PAGE> 9
(c) Qualified Non-elective Contributions. The Company may make "Qualified
Non-elective Contributions" in an amount sufficient to satisfy the
Actual Deferral Percentage test or Actual Contribution Percentage test,
or both, pursuant to regulations under the Code in accordance with the
following requirements:
(i) Qualified Non-elective Contributions shall made on behalf of
Members who are Non-highly Compensated Employees for such Plan
Year and shall be allocated to each such Member's Account
shall be equal to the ratio that such Member's 415
Compensation for the Plan Year bears to the 415 Compensation
for all such Members who are Non-highly Compensated Employees.
(ii) "Qualified Non-elective Contributions" means contributions
(other than Matching Contributions) made by Participating
Employers and allocated to Member's Accounts that meet the
following requirements: (A) the Members may not elect to
receive the contributions in cash until distributed from the
Plan; (B) the contributions are nonforfeitable when made; and
(C) the contributions are distributable only in accordance
with the distribution provisions that are applicable to Basic
Contributions.
7. SECTION 11.03(d) IS AMENDED TO READ AS FOLLOWS:
(d) Effective for withdrawals made after December 31, 1992, a Member or a
designated Beneficiary who is the Member's spouse may elect, at the
time and in the manner prescribed by the Plan Administrator, to have
all or any portion of the amount withdrawn pursuant to this Article 11
(but in no event less than $500 unless the Plan Administrator provides
otherwise) which is eligible for rollover distribution under Section
402(c) of the Code transferred as a direct rollover to an eligible
retirement plan (as defined in Section 401(a)(31) of the Code)
specified by such Member or Beneficiary.
8. SECTION 12.06 IS AMENDED TO READ AS FOLLOWS:
12.06 Direct Transfer of Eligible Rollover Distribution.
Effective for distributions made after December 31, 1992, a Member or a
designated Beneficiary who is the Member's spouse may elect, at the time and in
the manner prescribed by the Plan Administrator, to have all or any portion of
his Account (but in no event less than $500 unless the Plan Administrator
provides otherwise) which is eligible for rollover distribution under Section
9
<PAGE> 10
402(c) of the Code transferred in a direct rollover to an eligible retirement
plan (as defined in Section 401(a)(31) of the Code) specified by such Member or
Beneficiary.
BENEFITS COMMITTEE OF DATASCOPE CORP.
/s/Murray Pitkowsky /s/Eric Nietsch
- ---------------------- ----------------------
Murray Pitkowsky Eric Nietsch
/s/Richard Monastersky /s/Phyllis Payne
- ---------------------- ----------------------
Richard Monastersky Phyllis Payne
APPROVED BY:
/s/ Lawrence Saper
- ----------------------
Lawrence Saper
Chief Executive Officer of Datascope Corp.
10
<PAGE> 1
EXHIBIT 4.2
AMENDMENT TO
THE DATASCOPE CORP.
401(K) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, Datascope Corp. (the "Employer") heretofore adopted the Datascope Corp.
401(k) Savings and Supplemental Retirement Plan (the "Plan"); and
WHEREAS, the Employer reserved the right to amend the Plan; and
WHEREAS, the Employer desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of July 1, 1996, as
follows:
1. Subsections (b) and (c) of Section 4.1 shall be amended to read in
their entirety as follows:
(b) A Member may change his election with respect to Basic
Contributions by filing a written election with the Plan
Administrator, or via telephone "voice response" system
designated by the Plan Administrator, provided that a written
confirmation is received in response to an oral request.
(c) All elections made under this Section 4.1, including the
amount of Basic Contributions, shall be subject to rules of
the Plan Administrator which shall be consistently applied and
which may be changed from time to time.
2. Section 5.01 of the Plan shall be amended by adding the following
subsection (d) to the conclusion of such Section:
(d) Notwithstanding the foregoing provisions of this Section 5.01,
if a Member's Basic Contributions for a Plan Year reach the
maximum amount set out under Section 402(g) of the Code and,
as a result, the Member is not eligible to make Basic
Contributions to the Plan for the balance of such Plan Year,
if such Member is employed by a Participating Employer on the
last day of such Plan Year, such Member shall receive a
supplemental Matching Contribution following the close of such
Plan Year in the amount equal to:
(i) The amount equal to the percentage (as determined by
the Participating Employer's Board of Directors for
such Plan Year) of the Member's Compensation
contributed to the Plan as Basic Contribution for
such Plan year, minus
(ii) The amount of Matching Contributions previously made
on behalf of such Member for such Plan Year.
<PAGE> 2
3. Section 6.03 (f) of the Plan shall be amended to read in it entirety as
follows:
(f) "Actual Deferral Percentage" means, for a specified group of
Members for a Plan Year, the average of the ratios (calculated
separately for each Member in such group) of (i) the amount of
Basic Contributions actually paid over to the trust on behalf
of such member for the Plan Year to (ii) the Member's
"compensation" (as defined in Section 414(s) of the Code and
the regulations promulgated thereunder) for such Plan Year.
4. Subsection (c)(ii) of Section 6.04 shall be amended to read in it
entirety as follows:
(ii) "Contribution Percentage" means the ratio (expressed as a
percentage) of the sum of the Member's matching contributions,
and employee contributions to the Member's "compensation" (as
defined in Section 414(s) of the Code and the regulations
promulgated thereunder) for the Plan Year.
5. Section 6.09 of the Plan shall be amended to read in its entirety as
follows:
In the event that the Annual Addition credited to a Member's Account
exceeds the limitations contained in Section 6.08 of the Plan in any
Limitation Year, then such excess Annual Addition shall be reduced as
follows:
(a) First, the amount of his Basic Contributions shall be reduced.
Any reduction of Basic Contributions shall be paid to the
Member as soon as administratively feasible.
(b) Second, the amount of his Matching Contributions shall be
reduced to the extent that such reduction results in a
reduction of the amount by which a Member's Annual Addition
exceeds such limitations.
Any reduction of Matching Contributions shall be held unallocated in a
suspense account and applied to reduce employer contributions in
succeeding Plan Years in accordance with Section 9.05.
Notwithstanding anything contained herein or in the Trust Agreement to
the contrary, if the Plan is terminated while there remains a balance
in any suspense account, such amounts shall be paid to the
Participating Employer which contributed said amounts.
6. Subsections (c), (d) and (e) of Section 8.03 of the Plan shall be
deleted and the following substituted in lieu thereof:
(c) In the event a Member failed to make an investment election,
with respect to all or any portion of his Account, the Trustee
shall invest all or such portion of his Account in the
investment fund to be designated by the Plan Administrator. A
Member may change his investment election, with respect to
future contributions and, if applicable, forfeitures, and/or
amounts previously accumulated in the
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<PAGE> 3
Member's Account, in writing, on such form as the plan
Administrator shall specify, or via a telephone "voice
response" system designated by the Plan Administrator,
provided that a written confirmation is received in response
to such oral request. Any such change in a Member's investment
election shall be effective at such time as may be prescribed
by the Plan Administrator. If the Plan's recordkeeper or
investment manager is changed, the Plan Administrator may
suspend the Member's investment direction of their Accounts.
7. Section 11.01 of the Plan shall be amended by adding the following
language "and Rollover Contribution Account (including any income
attributable to such Rollover Contributions)" after the parenthetical
in the third line of the first paragraph. Section 11.01 shall be
further amended by deleting subsections (b), (iii) and (iv).
8. Subsection (a) of Section 11.03 of the Plan shall be deleted.
9. Section 12.01 of the Plan shall be amended to read in its entirety as
follows:
12.01 Separation from Service Prior to Age 65
In the event a Member terminates employment with the Company or an
Affiliated Company prior to attaining age 65 for any reason other than
death, distribution of his vested Account shall normally be made as
soon as administratively possible following his termination of
employment; provided, however, that if the Member's vested Account
exceeds $3,500, distribution of his vested Account shall not be made
prior to the Member's attaining age 65 unless the Member otherwise
elects in writing.
10. Section 12.02 of the Plan shall be amended to read in the entirety as
follows:
12.02 Separation from Service At or After Age 65
In the event a Member terminates employment with the Company or an
Affiliated Company at or after attaining age 65, distribution of his
vested Account shall be made as soon as administratively possible
following his termination of employment.
11. Subsection (a) of Section 12.03 shall be amended to read in its
entirety as follows:
(a) In the event a Member dies before payment of his Account
begins, his designated Beneficiary or his estate shall be
entitled to receive distribution of his vested Account as soon
as administratively possible following the Member's death.
12. Except as hereinabove amended, the provisions of the Plan shall
continue in full force and effect.
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<PAGE> 4
IN WITNESS WHEREOF, the Employer, by its duly authorized Benefits Committee, has
caused this Amendment to be executed on the 28th day of August, 1996.
BENEFITS COMMITTEE OF DATASCOPE CORP.
/s/Murray Pitkowsky /s/Richard Monastersky
- ------------------- ----------------------
Murray Pitkowsky Richard Monastersky
/s/Steve Wasserman /s/Eric Nietsch
- ------------------- ----------------------
Steve Wasserman Eric Nietsch
/s/Phyllis Payne
- -------------------
Phyllis Payne
APPROVED BY:
/s/Lawrence Saper
- -------------------
Lawrence Saper
Chief Executive Officer of Datascope Corp.
4
<PAGE> 1
EXHIBIT 4.3
AMENDMENT TO
THE DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, Datascope Corp. (the "Employer") heretofore adopted The Datascope Corp.
401(k) Savings and Supplemental Retirement Plan (the "Plan"); and
WHEREAS, the Employer reserved the right to amend the Plan; and
WHEREAS, the Employer desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 1.25 of the Plan shall be amended by adding the following
paragraph to the conclusion of said Section
Notwithstanding the foregoing, effective as of January 1,
1997, the Plan Year shall coincide with the calendar year,
with the period beginning July 1, 1996 and ending December 31,
1996 being a short Plan Year.
2. Section 12.07 of the Plan shall be amended, effective as of January 1,
1997, to read in its entirety as follows:
12.07 Mandatory Distribution
Notwithstanding any other Plan provision, benefit payments to
a Member shall commence no later than April 1 of the calendar
year following the calendar year in which the Member attains
age 70 1/2 or, except for a Member who is a five percent (5%)
owner of the Company (within the meaning of Section 401(a)(9)
of the Code), if later, the April 1 of the calendar year
following the calendar year in which the Member retires or
otherwise terminates employment with the Company. In the event
distribution is required to be made while the Member is
employed by the Company, the Member may elect to receive the
minimum amount so required to be distributed, or any
additional amount, including his entire Account.
3. Except as hereinabove amended, the provisions of the Plan shall
continue in full force and effect.
<PAGE> 2
IN WITNESS WHEREOF, the Employer, by its duly authorized Benefits Committee, has
caused this Amendment to be executed on the 15 day of January, 1997.
BENEFITS COMMITTEE OF DATASCOPE CORP.
/s/ Murray Pitkowsky /s/ Phyllis Payne
- ----------------------- ---------------------
Murray Pitkowsky Phyllis Payne
/s/ Richard Monastersky /s/ Stephen Wasserman
----------------------- ---------------------
Richard Monastersky Stephen Wasserman
/s/ Eric Nietsch
- -----------------------
Eric Nietsch
APPROVED BY:
/s/ Lawrence Saper
- -----------------------
Lawrence Saper
Chief Executive Officer, Datascope Corp.
2
