<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DATASCOPE CORP.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DATASCOPE CORP.
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee previously paid with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
DATASCOPE CORP.
14 PHILIPS PARKWAY
MONTVALE, NEW JERSEY 07645
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
DECEMBER 8, 1998
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Datascope
Corp. (the "Corporation") will be held at 11:00 o'clock A.M., local time, on
December 8, 1998, at The Harmonie Club, 4 East 60th Street, New York, New York,
for the following purposes:
1. To elect two directors of the Corporation to hold office until the
Annual Meeting of Shareholders occurring in 2001 and until the election and
qualification of their respective successors; and
2. To transact such other business as may properly come before the
meeting.
Only holders of record of the Corporation's Common Stock at the close of
business on October 27, 1998 are entitled to notice of, and to vote at, the
meeting and any adjournment thereof. Such shareholders may vote in person or by
proxy.
SHAREHOLDERS WHO FIND IT CONVENIENT ARE CORDIALLY INVITED TO ATTEND THE
MEETING IN PERSON. IF YOU ARE NOT ABLE TO DO SO AND WISH THAT YOUR STOCK BE
VOTED, YOU ARE REQUESTED TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
Murray Pitkowsky,
Secretary
Dated: November 1, 1998
<PAGE>
DATASCOPE CORP.
14 PHILIPS PARKWAY
MONTVALE, NEW JERSEY 07645
-------------------------
PROXY STATEMENT
-------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Datascope Corp. (the "Corporation") of proxies to be
used at the Annual Meeting of Shareholders of the Corporation to be held at
11:00 o'clock A.M., local time, on December 8, 1998, at The Harmonie Club, 4
East 60th Street, New York, New York, and at any adjournments thereof. The
purposes of the meeting are:
1. To elect two directors of the Corporation to hold office until the
Annual Meeting of Shareholders occurring in 2001 and until the election and
qualification of their respective successors; and
2. To transact such other business as may properly come before the
meeting.
If proxy cards in the accompanying form are properly executed and returned,
the shares of Common Stock represented thereby will be voted as instructed on
the proxy. If no instructions are given, such shares will be voted (i) for the
election as directors of the nominees of the Board of Directors named below, and
(ii) in the discretion of the Proxies named in the proxy card on any other
proposals to properly come before the meeting or any adjournment thereof. Any
proxy may be revoked by a shareholder prior to its exercise upon written notice
to the Secretary of the Corporation, or by the vote of a shareholder cast in
person at the meeting. If a proxy is not returned, the shares represented by
such proxy will not be voted. The approximate date of mailing of this Proxy
Statement is November 1, 1998.
VOTING
Holders of record of the Corporation's Common Stock on October 27, 1998,
will be entitled to vote at the Annual Meeting or any adjournment thereof. As of
that date, there were 15,168,227 shares of Common Stock outstanding and entitled
to vote, and a majority, or 7,584,114 of these shares, will constitute a quorum
for the transaction of business. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business; however, unreturned proxies are not counted for
purposes of determining the presence or absence of a quorum. Each share of
Common Stock entitles the holder thereof to one vote on all matters to come
before the meeting, including the election of directors.
The favorable vote of a majority of the votes cast at the meeting is
necessary to elect each director of the Corporation. Abstentions, broker
non-votes and shares represented by unreturned proxies are not considered votes
cast and will have no effect on the outcome of the matters scheduled to be
considered at the Annual Meeting. The Board of Directors recommends a vote FOR
each of the nominees named below.
ELECTION OF DIRECTORS
Two directors are to be elected at the Annual Meeting. The Board of
Directors has recommended the persons named in the table below as nominees for
election as directors. All such persons are presently directors of the
Corporation. Unless otherwise specified in the accompanying proxy, the shares
voted pursuant to it will be voted for the persons named below as nominees for
election as directors. If, for any reason, at the time of the election any of
the nominees should be unable or unwilling to accept election, it is intended
that such proxy will be voted for the election, in such nominee's place, of a
substitute nominee recommended by the Board of Directors. However, the Board of
Directors has no reason to believe that any nominee will be unable or unwilling
to serve as a director.
INFORMATION AS TO NOMINEES AND OTHER DIRECTORS
The following information is supplied with respect to the nominees for
election as directors of the Corporation in Class I, and for the directors in
Classes III and II whose terms expire at the Annual Meeting of Shareholders
occurring in 2000 and 1999, respectively, and until the election and
qualification of their respective
1
<PAGE>
successors. Unless otherwise indicated below, each director has had the
principal occupation(s) indicated on the table for five years or more.
NOMINEES FOR DIRECTOR
CLASS I (If elected each director will hold office until the Annual Meeting
of Shareholders occurring in 2001 and until the election and qualification of
their respective successors.)
CLASS I
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION HAS BEEN A DIRECTOR OF
NAME OF DIRECTOR AGE OR EMPLOYMENT THE CORPORATION DURING
- ---------------- --- --------------------- ----------------------
<S> <C> <C> <C>
George Heller........................... 76 Director(1) 1970-1979;
1980-present
William L. Asmundson.................... 61 Senior Investment Manager of 1969-present
Rockefeller & Co., Inc.
</TABLE>
- ------------------
(1) Mr. Heller also served as Senior Vice President of the Corporation from 1970
through 1979 and from 1980 through October 1992 and as Secretary of the
Corporation from 1970 through 1979 and from 1980 through December 1992.
DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING
CLASS II (TERM EXPIRES AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION HAS BEEN A DIRECTOR OF
NAME OF DIRECTOR AGE OR EMPLOYMENT THE CORPORATION DURING
- ---------------- ---- --------------------- ----------------------
<S> <C> <C> <C>
David Altschiller....................... 57 Chairman/Chief Executive 1982-present
Officer of Hill, Holliday &
Altschiller(2)
Joseph Grayzel, M.D..................... 67 Consultant to the Corporation 1969-present
and Physician
</TABLE>
- ------------------
(2) Hill, Holliday & Altschiller is the New York office of Hill, Holliday,
Connors, Cosmopulos, Inc., a Boston advertising agency.
CLASS III (TERM EXPIRES AT THE 2000 ANNUAL MEETING OF SHAREHOLDERS)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION HAS BEEN A DIRECTOR OF
NAME OF DIRECTOR AGE OR EMPLOYMENT THE CORPORATION DURING
- ---------------- --- -------------------- ----------------------
<S> <C> <C> <C>
Lawrence Saper.......................... 70 Chairman of the Board, 1964-present
President and Chief Executive
Officer of the Corporation
Alan B. Abramson........................ 52 Attorney(3) 1996-present
Arno Nash............................... 71 Chairman of Iterman 1965-1967;
Industrial Products Ltd.(4) 1996-present
</TABLE>
- ------------------
(3) Mr. Abramson has served as President of Abramson Brothers Incorporated since
1972.
(4) Mr. Nash has served as Chairman of Iterman Industrial Products Ltd. since
1965.
2
<PAGE>
MEETINGS OF THE BOARD
During the fiscal year ended June 30, 1998, four meetings of the Board of
Directors were held. Each of the directors attended 75% or more of the aggregate
number of meetings of the Board of Directors and committees on which he served.
The Board of Directors has an audit committee consisting of Messrs.
Asmundson, Abramson and Nash. The primary functions of the committee are to
review the Corporation's financial statements, recommend the appointment of the
Corporation's independent auditors and review the overall scope of the audit.
This committee held two meetings during the Corporation's last fiscal year.
The Corporation has a stock bonus committee consisting of Dr. Grayzel and
Messrs. Saper and Heller. This committee is empowered to authorize the issuance
of up to 100 shares of the Corporation's Common Stock to each of certain
employees of the Corporation or its subsidiaries who have been employed for at
least 10 years or who have provided outstanding services on behalf of the
Corporation. This committee held one meeting during the Corporation's last
fiscal year.
The Board of Directors also has a compensation committee, which consisted
of Messrs. Altschiller, Asmundson and Abramson during fiscal year 1998. The
primary responsibility of this committee is to administer and make
recommendations to the Board regarding the Corporation's bonus plans, to review
the compensation arrangements relating to officers who are members of the Board
of Directors and to administer the Datascope Corp. 1981 Incentive Stock Option
Plan (the "1981 Option Plan") and the Datascope Corp. 1995 Stock Option Plan
(the "1995 Option Plan"). This committee held four meetings during the
Corporation's last fiscal year. Mr. Altschiller resigned from this committee
effective August 28, 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's directors and executive officers and
persons who beneficially own more than 10% of a registered class of the
Corporation's equity securities ("Reporting Persons") to file reports of
ownership and changes in ownership with the Commission on a timely basis.
Reporting Persons are required to furnish the Corporation with copies of all
such forms that they file. Based solely on its review of such forms, except as
set forth below in the remainder of this section, the Corporation believes that
all filing requirements applicable to Reporting Persons during and with respect
to fiscal 1998 were complied with on a timely basis.
The following individuals who were executive officers of the Corporation
during fiscal year 1998 acquired shares of Common Stock under the Datascope
Corp. 401(k) Plan (the "401(k) Plan") on a monthly basis and, under
Section 16(a), a Form 4 was required to be filed by each executive officer
within ten days after the end of the month in which each acquisition occurred:
Lawrence Saper, Murray Pitkowsky, Nicholas E. Barker, James L. Cooper, John
Gilbert, Stanton J. Rowe, Russell Van Zandt and Eric H. Nietsch. Rather than
filing a Form 4 in respect of each acquisition of shares of Common Stock
pursuant to the 401(k) Plan to report such acquisition, each such executive
officer filed a Form 5 required by Section 16(a) on August 10, 1998.
The following individuals who were executive officers of the Corporation
during fiscal year 1998 each filed a Form 5 required by Section 16(a) on
August 10, 1998 to report the grant on February 24, 1998 of an option to
purchase shares of Common Stock under the 1995 Option Plan, which should have
been reported on a Form 4 required by Section 16(a) no later than March 10,
1998: Murray Pitkowsky, Nicholas E. Barker, John Gilbert, Timothy J. Haines,
Stanton J. Rowe, Donald Southard, S. Arieh Zak, Esq. and Eric H. Nietsch.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS
The following table provides information as to each person who is known to
the Corporation to be the beneficial owner of more than 5% of the Corporation's
voting securities as of October 1, 1998 (unless otherwise indicated):
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(1) COMMON STOCK(2)
- --------------------------------------- ----------------------- ---------------
<S> <C> <C>
Lawrence Saper ............................................... 2,929,100(3) 18.8 %
14 Philips Parkway
Montvale, NJ 07645
Private Capital Management, Inc. ............................. 1,165,719(4) 7.7 %
3003 Tamiami Trail N.
Naples, FL 34103
</TABLE>
- ------------------
(1) This table identifies persons having sole voting and investment power with
respect to the shares set forth opposite their names as of October 1, 1998,
except as otherwise disclosed in the footnotes to the table, according to
information publicly filed or furnished to the Corporation by each of them.
(2) Shares beneficially owned, as recorded in this table, expressed as a
percentage of the shares of the Common Stock of the Corporation outstanding
as of October 1, 1998. For purposes of calculating Mr. Saper's beneficial
ownership, any shares issuable pursuant to options exercisable within
60 days of October 1, 1998 are deemed to be outstanding.
(3) Includes (i) 36,201 shares owned by trusts created by Mr. Saper for his
minor children, (ii) 3,150 shares owned by Carol Saper, Mr. Saper's wife,
(iii) 350,328 shares which are owned by an irrevocable trust of which Carol
Saper and Martin Nussbaum are trustees. Mr. Saper will receive annual
distributions from that trust equal to 55.5% of the trust's initial net fair
market value until November 2, 1999; thereafter, the sole beneficiaries are
Carol Saper and Mr. Saper's descendants. The trustees have the sole right to
vote and dispose of the shares. Mr. Saper disclaims beneficial ownership of
all of the foregoing shares. Includes 545,000 shares which are issuable
pursuant to currently exercisable options. This includes an option to
purchase 500,000 shares, which option became exercisable on August 3, 1994,
subject to the condition that the average of the high and low bid price of
the Common Stock as quoted on NASDAQ on the date of exercise is at least
$20. The exercise price of the option is $14.00, which was the fair market
value of the Common Stock on the date of grant.
(4) Private Capital Management, Inc. ("PCM") is an Investment Adviser registered
under Section 203 of the Investment Advisers Act of 1940, as amended. As of
October 9, 1998, PCM had shared investment power with respect to 1,165,719
shares of Common Stock and did not have sole investment power, shared voting
power or sole voting power with respect to any shares of Common Stock. The
information set forth herein was obtained from information furnished to the
Corporation by PCM on October 21, 1998.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information as of October 1, 1998 with respect
to the Common Stock of the Corporation beneficially owned by each director and
nominee (except Mr. Saper, whose holdings are shown in the preceding table) and
each of the Named Executive Officers (as defined in "Executive Compensation"
below), other than Mr. Saper, and by all directors and executive officers as a
group (including Mr. Saper):
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP COMMON STOCK(2)
- --------------------------- ----------------------- ---------------
<S> <C> <C>
Alan B. Abramson..................................................... 5,000(3) *
David Altschiller.................................................... 15,650(4) *
William L. Asmundson................................................. 28,250(4) *
Joseph Grayzel, M.D.................................................. 255,992(5) 1.7%
George Heller........................................................ 64,432(6) *
Arno Nash............................................................ 13,500(3) *
Jason Sholder........................................................ 7,500(7) *
Murray Pitkowsky..................................................... 76,625(8) *
Stanton J. Rowe...................................................... 12,750(9) *
Russell Van Zandt.................................................... 37,821(10) *
All executive officers and directors as a group
(consisting of 18 individuals)..................................... 3,545,885(11) 22.4%
</TABLE>
- ------------------
* Less than 1%.
(1) This table identifies persons having sole voting and investment power with
respect to the shares set forth opposite their names, except as otherwise
disclosed in the footnotes to the table, according to information furnished
to the Corporation by each of them.
(2) Shares beneficially owned, as recorded in this table, expressed as a
percentage of the shares of the Common Stock of the Corporation outstanding
as of October 1, 1998. For the purpose of calculating each person's
beneficial ownership, any shares issuable pursuant to options exercisable
within 60 days of October 1, 1998 are deemed to be beneficially owned by,
and outstanding with respect to, such person.
(3) Includes 5,000 shares which are issuable pursuant to currently exercisable
options.
(4) Includes 14,000 shares which are issuable pursuant to currently exercisable
options.
(5) Does not include 31,500 shares held in the name of Dr. Grayzel's children
(all of whom have attained majority) under the Uniform Gift to Minors Act,
as to which shares Dr. Grayzel disclaims beneficial ownership. Includes
39,000 shares which are issuable pursuant to currently exercisable options.
Does not include 25,000 shares which are issuable pursuant to options which
will vest on the attainment of certain milestones.
(6) Includes 8,000 shares which are issuable pursuant to currently exercisable
options.
(7) Includes 7,500 shares which are issuable pursuant to currently exercisable
options. Mr. Sholder's employment with the Corporation terminated on
September 30, 1998.
(8) Includes 37,500 shares which are issuable pursuant to currently exercisable
options.
(9) Includes 12,500 shares which are issuable pursuant to currently exercisable
options.
(10) Includes 26,250 shares which are issuable pursuant to currently exercisable
options. Mr. Van Zandt was removed as an officer of the Corporation on
October 1, 1998 and his employment with the Corporation terminated on
October 31, 1998.
(11) Includes 804,817 shares which are issuable pursuant to currently
exercisable options.
5
<PAGE>
EXECUTIVE OFFICERS OF THE CORPORATION
The following table sets forth the names, ages and all positions and
offices with the Corporation held by the Corporation's present executive
officers. Unless otherwise indicated below, each person has held the office
indicated for more than five years:
<TABLE>
<CAPTION>
NAME AGE POSITIONS AND OFFICES PRESENTLY HELD
- ---- --- ------------------------------------
<S> <C> <C>
Lawrence Saper.................................. 70 Chairman of the Board, President and Chief
Executive Officer
Murray Pitkowsky................................ 67 Senior Vice President and Secretary; Acting
President, Cardiac Assist Division(1)
Leonard S. Goodman.............................. 54 Vice President and Chief Financial Officer(2)
Nicholas E. Barker.............................. 40 Vice President, Design(3)
James L. Cooper................................. 47 Vice President, Human Resources(4)
John Gilbert.................................... 41 Vice President; President, Collagen Products
Division(5)
Timothy J. Haines............................... 41 Vice President; President, InterVascular,
Inc.(6)
Stanton J. Rowe................................. 47 Vice President, Business Development(7)
Donald Southard................................. 52 Vice President; President, Patient Monitoring
Division(8)
S. Arieh Zak, Esq............................... 37 Vice President, Regulatory Affairs and Corporate
Counsel(9)
Eric H. Nietsch................................. 45 Treasurer(10)
</TABLE>
- ------------------
(1) Mr. Pitkowsky has been employed by the Corporation as Senior Vice President
since October 1992, as Secretary since January 1993 and as Acting President
of the Cardiac Assist Division since September 1998. From April 1986
through October 1992, Mr. Pitkowsky served as Vice President, Finance and
Treasurer of the Corporation. He served as Treasurer from December 1996 to
December 1997 and from February 1994 to May 1994. Mr. Pitkowsky also served
as Chief Financial Officer from December 1996 to October 1998 and from
August 1994 to May 1995.
(2) Mr. Goodman has been employed as Vice President and Chief Financial Officer
of the Corporation since October 1998. Mr. Goodman served as President of
LSG Associates, Financial and Business Strategy Consulting from October
1997 to September 1998. Mr. Goodman served as Senior Vice President and
Chief Financial Officer at Benjamin Moore & Co. from April 1997 to
September 1997 and was Vice President and Chief Financial Officer at
Thompson Minwax Corporation from June 1996 to January 1997. Mr. Goodman
served as Vice President, Finance and Chief Financial Officer at GAF
Building Materials Corporation from August 1989 to May 1996.
(3) Mr. Barker has been employed by the Corporation as Vice President, Design
since December 1997. Mr. Barker was employed by the Corporation as Manager,
Corporate Design from October 1993 to December 1997 and as an Industrial
Designer from September 1991 to October 1993.
(4) Mr. Cooper has been employed by the Corporation as Vice President, Human
Resources since January 1998. Mr. Cooper served as Vice President, Human
Resources of Schindler Elevator Corporation from January 1994 to January
1998 and was Group Vice President, Human Resources at Ingersoll-Rand
Corporation from August 1988 to January 1994.
(5) Mr. Gilbert has been employed as a Vice President of the Corporation and as
the President of the Collagen Products Division since September 1997.
Mr. Gilbert served as General Manager of the Collagen Products Division
from May 1997 to September 1997. Previously, he served as Director of
VasoSeal Sales for the Collagen Products Division from July 1995 to May
1997. Mr. Gilbert served as an Area Sales Director for
(Footnotes continued on next page)
6
<PAGE>
(Footnotes continued from previous page)
the Patient Monitoring Division, beginning in 1994. Prior to becoming Area
Sales Director, Mr. Gilbert served as a Regional Sales Manager and Zone
Manager for the Patient Monitoring Division. Mr. Gilbert has been employed
by the Corporation since 1983.
(6) Mr. Haines has been employed as a Vice President of the Corporation and as
the President of InterVascular, Inc. since August 1998. Mr. Haines served
as Vice President, International Distribution and Markets of the
Corporation from August 1997 to August 1998. Mr. Haines was Vice President,
Managing Director, Europe at Heartport from March 1997 to August 1997.
Mr. Haines served as a Vice President of the Corporation and as the
President of the Patient Monitoring Division from July 1996 to March 1997.
From July 1993 to June 1996, Mr. Haines served as the President of
InterVascular, Inc., a wholly owned subsidiary of the Corporation. From
June 1992 to July 1993, Mr. Haines served as Vice President, Operations of
Telectronics, Inc.
(7) Mr. Rowe has been employed by the Corporation as Vice President, Business
Development since September 1996. From September 1996 to February 1997,
Mr. Rowe also served as Acting President, Cardiac Assist Division. Prior to
his employment with the Corporation, Mr. Rowe served as Vice President, New
Business Development of Johnson & Johnson Interventional Systems Company
from January 1990 to July 1996.
(8) Mr. Southard has been employed as a Vice President of the Corporation and
as the President of the Patient Monitoring Division since February 1997.
Mr. Southard served as Vice President, Sales of the Patient Monitoring
Division from July 1996 to February 1997. Prior to his employment with the
Corporation, Mr. Southard served as Vice President, Sales and Marketing of
Elscint, Inc. from August 1994 to June 1996, and as Chief Executive Officer
of Serviscope Corp. from November 1991 to May 1994.
(9) Mr. Zak has been employed by the Corporation as Corporate Counsel since
November 1992, and as Vice President of Regulatory Affairs since September
1995. From 1986 through 1992 Mr. Zak served as a litigation associate at
Sullivan & Cromwell.
(10) Mr. Nietsch has been employed by the Corporation as Treasurer since
December 1997. Mr. Nietsch served as the Corporation's Assistant Treasurer
from October 1994 to December 1997 and as its Director of Treasury from
September 1987 to October 1994.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal years ended June 30, 1998,
1997 and 1996, the compensation for services in all capacities to the
Corporation of those persons who were at June 30, 1998 the chief executive
officer and the other four most highly compensated executive officers of the
Corporation (collectively, the "Named Executives"):
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------
AWARDS
ANNUAL -------------------- PAYOUTS
COMPENSATION OTHER RESTRICTED -------
----------------- ANNUAL STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(1)
- --------------------------- ---- ------- ------- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence Saper .................. 1998 850,650 638,000 249,014(2) -- -- -- 11,939
Chairman of the Board, 1997 795,000 600,000 224,412(2) -- -- -- 9,869
President and Chief 1996 630,000 400,000 343,530(2) -- -- -- 8,742
Executive Officer
Jason Sholder(a) ................ 1998 300,000 175,000(3) 68,614(4) -- -- -- 1,051
Vice President; President, 1997 19,071 25,000(5) -- -- 50,000 -- --
Cardiac Assist Division 1996 -- -- -- -- -- -- --
Murray Pitkowsky ................ 1998 215,000 75,000 -- -- 10,000 -- 8,176
Senior Vice President 1997 215,000 75,000 -- -- 15,000 -- 6,989
and Secretary; Acting 1996 215,000 75,000 -- -- 10,000 -- 6,418
President, Cardiac Assist
Division
Stanton J. Rowe ................. 1998 197,500 60,000 -- -- 20,000 -- 7,893
Vice President, 1997 154,071 60,000 86,328(6) -- 25,000 -- 822
Business Development 1996 -- -- -- -- -- -- --
Russell Van Zandt(b) ............ 1998 215,000 45,700 -- -- -- -- 5,974
Vice President; President, 1997 215,000 35,000 275,344(7) -- 15,000 -- 3,024
InterVascular Inc. 1996 214,050 75,000 -- -- 10,000 -- 3,718
</TABLE>
- ------------------
(a) Mr. Sholder's employment with the Corporation commenced on June 2, 1997 and
terminated on September 30, 1998.
(b) Mr. Van Zandt was removed as an officer of the Corporation on October 1,
1998 and his employment with the Corporation was terminated on October 31,
1998.
(1) Amounts in this column represent (a) Corporation matching contributions
under the Corporation's 401(k) Savings and Supplemental Retirement Plan,
(b) premiums for term life insurance and (c) with respect to split dollar
life insurance policies maintained by the Corporation for the benefit of
Messrs. Saper and Pitkowsky, the actuarial value of the benefit to such
Named Executives of the current year's insurance premium paid by the
Corporation in excess of that required to fund the death benefit under the
policy. The amounts comprising items (a), (b) and (c) described above for
each Named Executive in fiscal year 1996 are as follows. Saper: (a) $4,750,
(b) $1,026 and (c) $2,966. Sholder: (a) Not Applicable and (b) Not
Applicable. Pitkowsky: (a) $4,620, (b) $863 and (c) $935. Rowe: (a) Not
Applicable and (b) Not Applicable. Van Zandt: (a) $2,692 and (b) $1,026. The
amounts comprising items (a), (b) and (c) described above for each Named
Executive in fiscal year 1997 are as follows. Saper: (a) $4,750, (b) $1,124
and (c) $3,995, Sholder: (a) Not Applicable and (b) Not Applicable.
Pitkowsky: (a) $4,750, (b) $732 and (c) $1,507. Rowe: (a) $0 and (b) $822.
Van Zandt: (a) $1,900 and (b) $1,124. The amounts comprising items (a),
(b) and (c) described above for each Named Executive in fiscal year 1998 are
as follows: Saper (a) $4,800, (b) $1,124 and
(Footnotes continued on next page)
8
<PAGE>
(Footnotes continued from previous page)
(c) $5,415. Sholder (a) $0 and (b) $1,051. Pitkowsky (a) $4,750, (b) $996
and (c) $2,430. Rowe: (a) $6,775 and (b) $1,118. Van Zandt (a) $4,850 and
(b) $1,124. Cumulative net life insurance premiums paid under the split
dollar life insurance program are recoverable (i) with respect to
Mr. Saper, on death, if not recovered earlier, and (ii) with respect to
Mr. Pitkowsky, at retirement or death.
(2) Includes payments for automobile and expense allowance, respectively, in the
following amounts: $69,290 and $0 in fiscal 1998; $66,297 and $0 in fiscal
1997; and $66,684 and $45,876 in fiscal 1996. Also includes $131,970
reimbursement for executive portion of split dollar life insurance in fiscal
year 1998, $112,470 in fiscal year 1997 and $179,557 in fiscal year 1996
covering fiscal years 1995 and 1996.
(3) Includes $100,000 bonus and $75,000 balance of sign-on bonus.
(4) Includes $66,826 reimbursement for relocation expenses.
(5) Represents installment payment of total sign-on bonus of $100,000.
(6) Includes $85,619 reimbursement for relocation expenses.
(7) Includes $267,900 reimbursement for relocation expenses.
OPTIONS OF NAMED EXECUTIVES TO PURCHASE SECURITIES
On October 1, 1981, the Corporation adopted the 1981 Option Plan, which was
subsequently approved by the shareholders at the 1981 Annual Meeting. Options
that qualify as, and options that do not qualify as, incentive stock options
under the Internal Revenue Code of 1986, as amended (the "Code"), may be granted
thereunder. The 1981 Option Plan, as amended, reserved 3,075,000 shares of
Common Stock for issuance to key employees and officers recommended and approved
by the Board of Directors, or a committee thereof, at a price not less than 100%
(or, in the case of an incentive stock option granted to a 10% shareholder,
110%) of the fair market value of the shares purchased thereunder on the date of
grant. No option may be exercisable more than ten years from the date of grant,
and an incentive stock option granted to a 10% shareholder may not be
exercisable more than five years from the date of grant. The Stock Option Plan
is administered by the Compensation Committee of the Board of Directors. The
1981 Option Plan terminated on September 30, 1996; but options issued thereunder
remain outstanding. Consequently, the Corporation can no longer issue options
under the 1981 Option Plan.
On September 19, 1995, the Corporation adopted the 1995 Option Plan, which
was subsequently approved by the shareholders at the 1995 Annual Meeting.
Options that qualify as, and options that do not qualify as, incentive stock
options under the Code may be granted thereunder. The 1995 Option Plan reserved
750,000 shares of Common Stock for issuance to key employees and officers
recommended and approved by the Board of Directors, or a committee thereof, at a
price not less than 100% (or, in the case of an incentive stock option granted
to a 10% shareholder, 110%) of the fair market value of the shares purchased
thereunder on the date of grant. No option may be exercisable more than ten
years from the date of grant, and an incentive stock option granted to a 10%
shareholder may not be exercisable more than five years from the date of grant.
The Stock Option Plan is administered by the Compensation Committee of the Board
of Directors. The 1995 Option Plan terminates on September 17, 2005. On
December 9, 1997, Shareholders adopted an Amendment to the 1995 Stock Option
Plan which increased to 1,500,000 the number of shares of the Corporation's
Common Stock which may be the subject of options granted pursuant to the 1995
Option Plan.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------- POTENTIAL REALIZED
NUMBER OF % OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ----------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- ---------- ------------ -------------- ------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Saper......... 0 -- -- -- -- --
Jason Sholder.......... 0 -- -- -- -- --
Murray Pitkowsky....... 10,000(1) 2.1 24.688 Feb. 23, 2008 155,200 393,283
Stanton Rowe........... 20,000(1) 4.2 24.688 Feb. 23, 2008 310,400 786,566
Russell Van Zandt...... 0 -- -- -- -- --
</TABLE>
- ------------------
(1) The option becomes exercisable in four equal annual installments beginning
on February 24, 1999. However, prior to February 24, 2003, the vested
portion of the option is exercisable only if the average of the high and low
sales prices of the Common Stock as quoted on The NASDAQ National Market
System on the trading day immediately preceding the exercise date is equal
to or greater than $31.00. After February 23, 2003, the option is fully
exercisable, without regard to the price of the Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
ACQUIRED VALUE OPTIONS AT FISCAL YEAR MONEY OPTIONS AT FISCAL
ON EXERCISE REALIZED END(#) EXERCISABLE/ YEAR END($) EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ---------------------- ----------------------------
<S> <C> <C> <C> <C>
Lawrence Saper........................ 0 0 545,000/0 6,469,960/0
Jason Sholder......................... 0 0 7,500/42,500 52,973/300,178
Murray Pitkowsky...................... 7,500 102,660 31,250/26,250 279,473/159,459
Stanton J. Rowe....................... 0 0 6,250/38,750 62,894/226,181
Russell Van Zandt..................... 5,500 47,094 20,000/17,500 82,820/154,381
</TABLE>
PENSION PLAN AND SUPPLEMENTAL BENEFIT PLANS
Pension Plan Table
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------
FINAL AVERAGE COMPENSATION 15 20 25 30 35
- --------------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000............................... 28,125 37,500 46,875 56,250 65,625
$150,000............................... 33,750 45,000 56,250 67,500 78,750
$175,000............................... 39,375 52,500 65,625 78,750 91,875
$200,000............................... 45,000 60,000 75,000 90,000 105,000
$225,000............................... 50,625 67,500 84,375 101,250 118,125
$250,000............................... 56,250 75,000 93,750 112,500 131,250
$300,000............................... 67,500 90,000 112,500 135,000 157,500
$400,000............................... 90,000 120,000 150,000 180,000 210,000
$450,000............................... 101,250 135,000 168,750 202,500 236,250
$500,000............................... 112,500 150,000 187,500 225,000 262,500
</TABLE>
10
<PAGE>
Pension Plan
The Corporation maintains the Datascope Corp. Pension Plan. Each year the
Corporation contributes an amount necessary to fund the plan on an actuarial
basis. Pension benefits to be received upon retirement are determined by an
employee's highest 5 consecutive years' earnings (based on base salary,
commission and certain bonus compensation paid to sales and service
representatives) in the 10 years preceding retirement, length of service with
the Corporation and age at retirement. Mr. Saper is currently credited with
34 years of service under the plan, Mr. Pitkowsky with 12 years, and Mr. Rowe
with 2 years. Pensions are reduced by 1.5% of an employee's estimated primary
Social Security benefit for each year of credited service (to a maximum of 33
1/3 years). The net pension is limited as required by the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The foregoing table
illustrates annual pension benefits on a single life basis, assuming retirement
at age 65 and prior to reduction for Social Security benefits or application of
the ERISA limits.
Supplemental Benefit Plans
The Corporation also maintains certain plans which provide for supplemental
pension benefits for Messrs. Saper and Pitkowsky (the "Supplemental Benefits
Plans"). Under the terms of the plan maintained for Mr. Pitkowsky, he is
entitled to receive upon retirement a total annual benefit of $120,000, which is
payable for 15 years. The payments to be received were determined based upon
Mr. Pitkowsky's employment by the Corporation past age 65. The plan in effect
for Mr. Pitkowsky also provides for survivor benefits, including monthly
payments upon death. The plan in effect for Mr. Saper during fiscal year 1998
provides that upon his retirement, Mr. Saper is entitled to receive annual
lifetime payments, the amounts of which will be based on 60% of the average
total compensation for the three years in which Mr. Saper's compensation was
greatest of the ten years immediately preceding Mr. Saper's retirement, less the
benefit payable under the Datascope Corp. Pension Plan. However, the
supplemental retirement benefit will not be less than the value of the benefit
that would have been payable had Mr. Saper's retirement occurred at age 65,
which amount is actuarially increased to his actual retirement date. At
June 30, 1998, the estimated annual benefit payable to Mr. Saper under his
Supplemental Benefits Plan approximates $1,185,000. Under the terms of
Mr. Saper's Supplemental Benefits Plan, the annual benefit will be increased to
reflect changes in his compensation to retirement. The plan in effect for
Mr. Saper provides survivor benefits in the form of a $10,000,000 life insurance
policy, maintained pursuant to a split-dollar agreement among Mr. Saper, the
Corporation, and a trust for the benefit of Mr. Saper's family (the "Trust").
The Corporation's net investment in the program is recoverable on Mr. Saper's
death, but may be repaid sooner by the Trust. Benefits under each Supplemental
Benefits Plan are paid from the general funds of the Corporation; however, the
Corporation purchases key-man insurance intended to recover a substantial
portion of the net after-tax cost of the benefits.
COMPENSATION OF DIRECTORS AND OTHER MATTERS
Effective as of January 1, 1998, the annual retainer for each director of
the Corporation (except Mr. Saper and Dr. Grayzel) (the "Non-Employee
Directors") is $24,000, which is payable in shares of the Corporation's Common
Stock pursuant to the Datascope Corp. Non-Employee Director Compensation Plan
(the "Non-Employee Director Plan"). Payment of the annual retainer will
generally occur at the beginning of the next succeeding calendar year. In
connection with the payment of annual retainers, the Corporation has reserved
25,000 shares of Common Stock for issuance. A director may elect to defer
receipt of compensation, in which case the annual retainer will be paid entirely
in shares of Common Stock. In the case of directors electing current receipt of
compensation, 40% of such portion is paid in cash (to approximate current
federal income tax liability) and the balance in Common Stock. Effective
September 1, 1998, Mr. Altschiller entered into a consulting arrangement with
the Corporation (which is described below) and, as a result, is no longer
eligible to participate in the Non-Employee Director Plan.
From time to time, the Corporation has granted options to directors to
purchase shares of Common Stock. These options remain exercisable in full until
the earlier of ten years after the date of grant or the termination of status as
a director of the Corporation, and are not transferable except that each of the
options may be exercised by an executor or administrator within one year after
an optionee's death or disability but not beyond the option's normal expiration
date. Each option provides that the optionee may pay for any shares acquired
pursuant to the exercise of such option by cash or check or by transfer to the
Corporation of a number of shares of the
11
<PAGE>
Corporation's Common Stock with an aggregate market value equal to the aggregate
option exercise price. Such options do not qualify as incentive stock options
under the Code. For federal income tax purposes, an optionee will realize
taxable income on the date of exercise of an option, and the Corporation will
then be allowed a deduction from income, equal to the excess of (a) the
aggregate market value, on the date of exercise, of the shares so acquired over
(b) the aggregate option exercise price for such shares.
Transactions with respect to stock options granted to directors who are
officers of the Corporation pursuant to the 1981 Option Plan and the 1995 Option
Plan and with respect to the certain director options which have been approved
by the Corporation's shareholders are exempt from the short-swing trading
liability provisions of Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), pursuant to Rule 16b-3 of the Exchange Act. The
1981 Option Plan and the 1995 Option Plan do not cover grants to directors who
are not employees or officers of the Corporation.
Director David Altschiller has been engaged as a consultant to the
Corporation since September 1998. Pursuant to an oral agreement, from September
1998 through August 1999, Mr. Altschiller will provide advice and counsel to the
Corporation in the area of advertising. In consideration for these services, the
Corporation has agreed to pay Mr. Altschiller a consulting retainer at the
annual rate of $100,000, payable on the first day of each month. This agreement
will remain in effect for one year and will be reviewed by the Corporation in
August 1999.
Director Joseph Grayzel, M.D. has been engaged as a consultant to the
Corporation since January 1968. Pursuant to an oral agreement, Dr. Grayzel
spends approximately 30 hours per week providing advice and counsel to the
Corporation in the area of new product development. In consideration for these
services, the Corporation paid Dr. Grayzel a consulting fee totaling $161,700
during fiscal 1998. In addition, during the fiscal year, Dr. Grayzel was paid a
discretionary bonus of $30,000 in respect of fiscal 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Corporation has entered into a five-year employment agreement with
Mr. Saper, dated as of July 1, 1996. The employment agreement provides for
automatic one-year extensions of the term of the agreement after July 1, 1997
unless either party gives notice of intent not to extend one hundred and eighty
days before any extension. The employment agreement provides for an annual base
salary of $795,000 until July 1, 1997, after which increases will be as
determined by the Board of Directors or its Compensation Committee. On
September 17, 1997, the compensation committee of the Board of Directors (the
"Compensation Committee") determined to increase Mr. Saper's annual base salary
to $850,650. Pursuant to the terms of the employment agreement, Mr. Saper is
entitled to an annual bonus based on criteria determined by the Compensation
Committee. Under the employment agreement, Mr. Saper is also entitled to receive
bonus compensation in accordance with any long-term and annual incentive
compensation plans that are maintained by the Corporation for the benefit of its
executives, and to participate in any other bonus plans maintained by the
Corporation for its executives. See "Compensation Committee Report on Executive
Compensation." Mr. Saper is also entitled to certain retirement benefits. See
"Pension Plan and Supplemental Benefit Plans." Mr. Saper may terminate the
employment agreement for good reason, including a significant breach by the
Corporation of its obligations thereunder or certain changes in control of the
Corporation, in which event Mr. Saper is entitled to receive a lump-sum payment
equal to his compensation as then in effect (including base salary and prior
year's bonus compensation) multiplied by the number of years (including any
partial years) remaining in his term of employment.
The Corporation has agreed that in the event of a change in control of the
Corporation Mr. Pitkowsky and Mr. Goodman would each be entitled to a lump-sum
payment of 2.5 times such employee's annual base salary then in effect.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee establishes and reviews the Corporation's
arrangements and programs for compensating executive officers, including the
Named Executives. The Compensation Committee is composed entirely of directors
who are neither officers nor employees of the Corporation. The Compensation
Committee
12
<PAGE>
has been advised by outside legal counsel and by compensation consultants in
formulating the Compensation Committee's overall philosophy and objectives
regarding executive compensation and in structuring the Chief Executive
Officer's compensation package.
PHILOSOPHY AND POLICY
The Compensation Committee's policy is to design executive compensation
packages that reward the achievement of both short-term and long-term objectives
of the Corporation. Under this approach, the attainment of yearly earnings and
other short-term targets is compensated through yearly bonuses under the bonus
plans described below, and long-term performance of the Corporation is rewarded
through the grant of stock options under the 1995 Option Plan described above.
The bonuses and stock options are in addition to executives' yearly base
salaries, which are determined in a manner to be competitive with companies
which the Compensation Committee believes are comparable to the Corporation in
the Corporation's industry.
The Datascope Corp. Annual Incentive Plan (the "Annual Incentive Plan"),
approved by the Shareholders in 1997, allows for annual bonus payments to
eligible executives based on attainment of overall corporate and division
financial thresholds and targets and certain subjective criteria; in the case of
Mr. Saper, the thresholds and targets are limited to objective financial
criteria. The thresholds and targets are established annually by the
Corporation's Board of Directors. Bonuses are granted to participants if the
thresholds are achieved, and the size of the executive's bonus increases with
the level of achievement up to a certain maximum level of bonus. However, the
Committee has the discretion to (i) decrease or eliminate the award payable to
any executive who is covered by Section 162(m) of the Code (such as Mr. Saper)
(each a "Covered Employee"), or (ii) increase, decrease or eliminate the award
payable to any other executive, to reflect the individual performance and
contribution of, and other factors relating to, such executive.
The Compensation Committee believes that, in addition to compensating
executives for the long-term performance of the Corporation, the grant of stock
options aligns the interest of the executives with those of the Corporation's
shareholders. The Compensation Committee determines the recipients of stock
option grants and the size of the grants consistent with these principles, and
based on the employee's performance and position with the Corporation.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Saper's compensation for fiscal year 1998 was determined by an
employment agreement entered into as of July 1996. The overall compensation
included in the agreement was determined in a manner to be competitive with
companies which the Compensation Committee believes are comparable to the
Corporation in the Corporation's industry. Under the Annual Incentive Plan,
Mr. Saper's total bonus compensation was $638,000 for fiscal year 1998.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Code generally disallows a tax deduction for
compensation over $1,000,000 paid to the Corporation's Chief Executive Officer
and certain other highly compensated executive officers. Qualifying
performance-based compensation will not be subject to the deduction limit if
certain requirements are met. Because the Annual Incentive Plan received
Shareholder approval in 1997, amounts payable to Mr. Saper and other Covered
Employees under the Annual Incentive Plan can be deducted under
Section 162(m) of the Code.
COMPENSATION COMMITTEE
Alan B. Abramson
William L. Asmundson
The foregoing report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
the Proxy Statement into any filing under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act, except to the extent that the
Corporation specifically incorporated this information by reference and shall
not otherwise be deemed filed under such Acts.
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
Common Stock with the cumulative total return of the Standard & Poor's 500 Stock
Index and the Standard & Poor's Medical Products and Supplies Index for the five
year period commencing July 1, 1993 and each subsequent June 30 through
June 30, 1998. The graph assumes that the value of the investment in Common
Stock was $100 on July 1, 1993 and that all dividends were reinvested.
<TABLE>
<CAPTION>
S & P HEALTH
CARE
(MEDICAL
MEASUREMENT PERIOD PRODUCTS
(FISCAL YEAR COVERED) DATASCOPE CORP. S & P 500 & SUPPLIES)
- --------------------- --------------- --------- ------------
<S> <C> <C> <C>
1993 100 100 100
1994 107 101 96
1995 115 128 148
1996 118 161 194
1997 131 217 257
1998 177 282 344
</TABLE>
OTHER BUSINESS
The Board of Directors of the Corporation knows of no other matters to be
presented at the Annual Meeting. However, if any other matters properly come
before the meeting, or any adjournment thereof, it is intended that proxies in
the accompanying form will be voted in accordance with the judgment of the
persons named therein.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next annual
meeting of the Corporation's shareholders must be received by the Corporation
for inclusion in the Corporation's 1999 Proxy Statement and form of proxy on or
prior to July 4, 1999.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Corporation for the year ended
June 30, 1998 (the "Annual Report") is being furnished simultaneously herewith.
Such Annual Report is not to be considered a part of this Proxy Statement.
14
<PAGE>
Upon the written request of any shareholder, management will provide, free
of charge, a copy of the Corporation's annual report on Form 10-K for the fiscal
year ended June 30, 1998, including the financial statements and schedules
thereto. Requests should be directed to Secretary, Datascope Corp., 14 Philips
Parkway, Montvale, New Jersey 07645.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's financial statements for the years ended June 30, 1998
and 1997 have been examined by the firm of Deloitte & Touche LLP, independent
certified public accountants. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting of Shareholders to make a statement
if they so desire and they are expected to be available to respond to
appropriate questions.
The Corporation's Board of Directors intends to review the appointment of
independent certified public accountants at a meeting subsequent to the Annual
Meeting of Shareholders.
COST OF SOLICITATION
The cost of soliciting proxies in the accompanying form has been or will be
borne by the Corporation. The Corporation has engaged the firm of MacKenzie
Partners, Inc. as proxy solicitors. The fee to such firm for solicitation
services is estimated to be $7,500 plus reimbursement of out-of-pocket expenses.
In addition, directors, officers and employees of the Corporation may solicit
proxies personally or by telephone or other means of communication. Although
there is no formal agreement to do so, arrangements may be made with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and proxy
material to their principals, and the Corporation may reimburse them for any
attendant expenses.
It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope as
promptly as possible.
By Order of the Board of Directors,
MURRAY PITKOWSKY,
Secretary
Dated: November 1, 1998
Montvale, New Jersey
15
<PAGE>
PROXY COMMON STOCK
DATASCOPE CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION FOR ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1998
The undersigned hereby constitutes and appoints LAWRENCE SAPER and MURRAY
PITKOWSKY, and each of them, with full power of substitution, attorneys and
proxies to represent and to vote all of the shares of Common stock, par value
$.01 per share, of DATASCOPE CORP. that the undersigned would be entitled to
vote, with all powers the undersigned would possess if personally present, at
the Annual Meeting of the Shareholders of DATASCOPE CORP., to be held at The
Harmonie Club, 4 East 60th Street, New York, New York, on December 8, 1998 at 11
o'clock A.M., local time, and at any adjournment thereof, on all matters coming
before said meeting:
1. ELECTION OF DIRECTORS. Nominees: George Heller and William L. Asmundson
(Mark only one of the following boxes.)
/ / VOTE FOR all nominees listed above, except vote withheld as to the
following nominees (if any): ____________________________________________
/ / VOTE WITHHELD from all nominees.
2. In their discretion, upon any other business that may properly come
before the meeting or any adjournment thereof.
(continue and sign on other side)
<PAGE>
(Continued from other side)
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR the election as directors of the nominees of the Board of
Directors.
The undersigned acknowledges receipt of the accompanying Proxy Statement
dated November 1, 1998.
Date: _____________________________________, 1998
_________________________________________________
_________________________________________________
Signature of Shareholder(s)
(When signing as attorney, trustee, executor,
administrator, guardian, corporate officer, etc.,
please give full title. If more than one trustee,
all should sign. Joint owners must each sign.)
Please date and sign exactily as name appears above.
I plan / / I do not plan / /
to attend the Annual Meeting.
