<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1999.
----------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
FORM 11-K
ANNUAL REPORT PURSUANT TO
SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
------
For the Fiscal Year Ended December 31, 1998
------
Commission File Number 0-6516
------
Datascope Corp. 401(k) Savings and Supplemental Retirement Plan
---------------------------------------------------------------
(Full title of the Plan)
DATASCOPE CORP.
(Exact name of issuer of the Securities held pursuant to the Plan)
14 Philips Parkway, Montvale, New Jersey 07645-9998
---------------------------------------------------
(Address of principal executive office) (Zip Code)
<PAGE>
REQUIRED INFORMATION
Item 1. See Item 4.
Item 2. See Item 4.
Item 3. See Item 4.
Item 4. In lieu of the requirements of Items 1-3 above, the Datascope Corp.
401(k) Savings and Supplemental Retirement Plan (the "Plan"), which is subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
hereby files financial statements and schedules for the Plan for the fiscal
period ended December 31, 1998. The Plan's financial statements and schedules
are prepared in accordance with the financial reporting requirements of ERISA.
<PAGE>
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
FINANCIAL REPORT
DECEMBER 31, 1998 AND 1997
<PAGE>
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
DECEMBER 31, 1998 AND 1997
CONTENTS
--------
Page
----
Independent Auditor's Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for
Benefits with Fund Information 3
Notes to Financial Statements 5
Line 27a - Schedule of Assets Held for Investment Purposes 10
Line 27d - Schedule of Reportable Transactions 11
<PAGE>
To the Plan Administrator of the Datascope Corp.
401(k) Savings and Supplemental Retirement Plan
We have audited the accompanying statements of net assets available for
benefits of the Datascope Corp. 401(k) Savings and Supplemental Retirement
Plan as of December 31, 1998 and 1997 and the related statement of changes in
net assets available for benefits with fund information for the year ended
December 31, 1998. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for
benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure Under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ Milgrom Galuskin Balmuth & Company
- --------------------------------------
Milgrom Galuskin Balmuth & Company
Certified Public Accountants, P.C.
Edison, New Jersey
June 9, 1999
<PAGE>
- 2 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Assets:
Investments:
At Fair Market Value
MainStay Institutional Indexed Bond Fund (Institutional Class) $ 894,562 $ 435,553
MainStay Institutional Indexed Equity Fund (Institutional Class) 4,474,821 2,469,634
MainStay Institutional Value Equity Fund (Institutional Class) 7,909,378 9,551,182
Fidelity Magellan Fund 17,753,479 12,742,751
Franklin Small Cap Growth Fund 661,251 380,257
Gam International Fund 1,184,474 907,381
Datascope Corp. Stock Fund 2,551,648 2,546,546
Participants' Loans Receivable 1,680,604 1,478,599
----------- -----------
37,110,217 30,511,903
----------- -----------
At Contract Value
New York Life Insurance Company
Anchor Account Number 25, variable
interest rate 9,205,389 7,160,529
----------- -----------
9,205,389 7,160,529
----------- -----------
Total Investments 46,315,606 37,672,432
----------- -----------
Receivables:
Participants' contributions 268,582 242,895
Employer's contributions 80,580 --
Due from employer - Participant loan repayments 62,426 50,483
----------- -----------
Total Receivables 411,588 293,378
----------- -----------
Net Assets Available for Benefits $46,727,194 $37,965,810
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
- 3 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Franklin
Interest Fidelity Small Cap GAM
Income Magellan Datascope Growth International
Option Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed To:
Net investment gain (loss) $ -- $ 4,372,451 $ (253,713) $ 31,475 $ 35,056
Interest 462,353 -- -- -- --
------------ ------------ ------------ ------------ ------------
462,353 4,372,451 (253,713) 31,475 35,056
------------ ------------ ------------ ------------ ------------
Contributions:
Participants 614,639 1,326,242 271,945 126,605 184,946
Employer 205,402 455,917 98,726 28,157 56,992
------------ ------------ ------------ ------------ ------------
820,041 1,782,159 370,671 154,762 241,938
------------ ------------ ------------ ------------ ------------
Employee Rollovers 67,735 79,232 1,215 9,216 6,647
------------ ------------ ------------ ------------ ------------
Total Additions 1,350,129 6,233,842 118,173 195,453 283,641
------------ ------------ ------------ ------------ ------------
Deductions from Net Assets
Attributed To:
Benefits paid to participants (660,962) (671,516) (47,507) (3,477) (70,091)
Fees and Expenses (1,847) (2,050) -- -- (50)
------------ ------------ ------------ ------------ ------------
(662,809) (673,566) (47,507) (3,477) (70,141)
------------ ------------ ------------ ------------ ------------
Net increase prior to Interfund Transfers 687,320 5,560,276 70,666 191,976 213,500
Interfund Transfers 1,357,540 (549,548) (65,564) 89,018 63,593
------------ ------------ ------------ ------------ ------------
Net Increase (Decrease) 2,044,860 5,010,728 5,102 280,994 277,093
Net Assets Available for Benefits:
Beginning of Year 7,160,529 12,742,751 2,546,546 380,257 907,381
------------ ------------ ------------ ------------ ------------
End of Year $9,205,389 $ 17,753,479 $ 2,551,648 $ 661,251 $ 1,184,474
============ ============ ============ ============ ============
</TABLE>
See notes to financial statements.
<PAGE>
- 4 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
Participant Directed
------------------------------------------------------------------------
MainStay MainStay MainStay
Institutional Institutional Institutional
Indexed Indexed Value
Bond Fund Equity Fund Equity Fund
(Institutional (Institutional (Institutional Loan
Class) Class) Class) Fund Other Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed To:
Net investment gain (loss) $ 59,072 $ 843,548 $ (739,341) $ -- $ -- $ 4,348,548
Interest -- -- -- 137,979 -- 600,332
------------ ------------ ------------ ------------ ------------ ------------
59,072 843,548 (739,341) 137,979 -- 4,948,880
------------ ------------ ------------ ------------ ------------ ------------
Contributions:
Participants 124,629 484,472 902,726 -- 268,582 4,304,786
Employer 36,280 143,912 295,367 -- 80,580 1,401,333
------------ ------------ ------------ ------------ ------------ ------------
160,909 628,384 1,198,093 -- 349,162 5,706,119
------------ ------------ ------------ ------------ ------------ ------------
Employee Rollovers 17,009 134,794 39,941 -- -- 355,789
------------ ------------ ------------ ------------ ------------ ------------
Total Additions 236,990 1,606,726 498,693 137,979 349,162 11,010,788
----------- ------------ ------------ ------------ ------------ ------------
Deductions from Net Assets
Attributed To:
Benefits paid to participants (36,134) (166,204) (492,998) (94,486) -- (2,243,375)
Fees and Expenses -- (300) (1,782) -- -- (6,029)
------------ ------------ ------------ ------------ ------------ ------------
(36,134) (166,504) (494,780) (94,486) -- 2,249,404
------------ ------------ ------------ ------------ ------------ ------------
Net Increase Prior to Interfund
Transfers 200,856 1,440,222 3,913 43,493 349,162 8,761,384
Interfund Transfers 258,153 564,965 (1,645,717) 158,512 (230,952) --
------------ ------------ ------------ ------------ ------------ ------------
Net Increase (Decrease) 459,009 2,005,187 (1,641,804) 202,005 118,210 8,761,384
Net Assets Available for Benefits:
Beginning of Year 435,553 2,469,634 9,551,182 1,478,599 293,378 37,965,810
------------ ------------ ------------ ------------ ------------ ------------
End of Year $ 894,562 $ 4,474,821 $ 7,909,378 $ 1,680,604 $ 411,588 $46,727,194
============ ============ ============ ============ ============ ============
See notes to financial statements.
<PAGE>
- 5 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
Note A - Significant Accounting Policies:
- -----------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared using the accrual
method of accounting.
Estimates
- ---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation
- --------------------
The Plan's investments are stated at fair value except for its investment
contracts and accounts which are valued at contract value (which approximates
fair value). Shares of registered investment companies are valued at quoted
market prices which represent the net asset value of shares held by the Plan
at year-end. The Company stock is valued at its quoted market price.
Payments of Benefits
- --------------------
Benefits are recorded when paid.
Payment of Administrative Expenses
- ----------------------------------
It is expected that Datascope Corp. will provide direct payment of all
administrative expenses of the Plan.
Note B - Description of the Plan:
- ---------------------------------
The following description of the Datascope Corp. 401(k) Savings and
Supplemental Retirement Plan (the "Plan") provides only general information.
Participants should refer to the plan agreement for a more complete
description of the Plan's provisions.
General
- -------
The Plan is a Defined Contribution Plan that covers all eligible
employees. The Plan was established by Datascope Corp. (the "Company") to
provide retirement income to its employees. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
- -------------
Each participant may authorize the Company to reduce their compensation by
any whole percentage ranging from 1% to 15%. For the year ended December 31,
1998, the Company matched 50% of participating employee contributions up to a
maximum of 6% of compensation. Matching contributions for each plan year is at
the sole discretion of the Board of Directors. Contributions are subject to
certain limitations.
<PAGE>
- 6 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
Note B - Description of the Plan (Cont'd):
- ------------------------------------------
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contribution and, (b) plan earnings.
Forfeited balances of terminated participants' non-vested accounts are used to
reduce future Company contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account. The participant directs the investment of his or her entire account.
Vesting
- -------
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching contribution portion of
their accounts plus actual earnings thereon is based on years of continuous
service as follows:
Years of Service Vested Percentage
---------------- -----------------
Less than 2 years 0%
After 2 years, but less than 3 25%
After 3 years, but less than 4 50%
After 4 years, but less than 5 75%
After 5 or more years 100%
Investment Options
- ------------------
Upon enrollment in the plan, a participant shall direct the trustee to
invest his or her entire accrued benefit in any of the investment funds or
partially in any combination of such investment funds in multiples of one
percent. A participant may not direct that in excess of twenty five percent of
amounts held in his accounts be invested in Datascope common stock. The
investment options are the following:
Interest Income Option - Funds are invested in the New York Life
---------------------- Anchor account, which is a pooled separate
account of the New York Life Insurance
Company. Interest on this pooled account
ranged from 6.08% to 6.58% for the year
ended December 31, 1998; at December 31,
1998 interest was 6.26%.
MainStay Institutional Funds are invested in a diversified
Indexed Bond Fund - portfolio of investment grade corporate
----------------- and U.S. Government bonds, mortgage-backed
securities and asset-backed securities.
<PAGE>
- 7 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
Note B - Description of the Plan (Cont'd):
- ------------------------------------------
Investment Options (Cont'd):
- ----------------------------
MainStay Institutional Indexed Funds are invested in all stocks included
Equity Fund - in the Standard & Poor's Composite Index
----------- of 500 Stocks in the same proportion as
their representation in the index.
MainStay Institutional Value Funds are invested in common stocks, which
Equity Fund - are, in the opinion of the Fund's Advisor,
----------- undervalued relative to comparable
securities.
Fidelity Magellan Fund - Funds are invested mainly in stocks of
---------------------- domestic, foreign and multinational issues
of all sizes with growth potential.
Franklin Small Cap Growth Funds are invested primarily in securities
Fund - of domestic, foreign and multinational
---- issuers.
GAM International Fund - Funds are invested in securities issued by
---------------------- companies in Canada, the United Kingdom,
Continental Europe and the Pacific basin.
Datascope Corp. Stock Fund - Funds are invested in common stock of
-------------------------- Datascope Corp.
Payment of Benefits
- -------------------
Upon termination of service, a participant with a balance below $5,000 will
receive a lump sum amount equal to the value of his or her account. For balances
that exceed $5,000, the participant may choose to either withdraw his or her
balance or continue to maintain the balance in the Plan.
<PAGE>
- 8 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
Note B - Description of the Plan (Cont'd):
- -----------------------------------------
Participant Loans
- -----------------
A participant may borrow from his or her vested accrued benefit. The
minimum loan amount is $500 and the maximum loan permissible is one-half of the
vested accrued benefit up to $50,000. Loans must be repaid in equal installments
consisting of principal and interest over a period not to exceed five years,
unless the loan is used to purchase a primary residence, in which case the
maximum term is fifteen years.
The loans are secured by the participant's vested accrued benefit equal
to the outstanding loan balance and for loans that exceed five years will be
charged interest at a rate equal to the rate then being charged for FHA
residential mortgages, and for loans less than five years will be based on a
rate of 1% above the prime commercial lending rate. The interest rates on the
outstanding loans as of December 31, 1998 ranged between 7.0% and 10.0%.
Note C - Termination:
- --------------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Note D - Income Tax Status:
- --------------------------
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code and is, therefore, not subject to tax under
present Federal income tax laws. The Plan sponsor believes that the Plan
continues to qualify and to operate as designed.
Note E - Reconciliation of Financial Statements to Form 5500:
- ------------------------------------------------------------
The following is a reconciliation of net assets available for benefits
per the financial statements at December 31, 1998 and 1997 to Form 5500:
1998 1997
---- ----
Net assets available for benefits per
the financial statements $ 46,727,194 $ 37,965,810
Less: Participants' and Employer's
Contributions receivable (349,162) (242,895)
------------ ------------
Net Assets Available for benefits
per Form 5500 $ 46,378,032 $ 37,722,915
============ ============
<PAGE>
- 9 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
Note E - Reconciliation of Financial Statements to Form 5500 (Cont'd):
- ---------------------------------------------------------------------
The following is a reconciliation of additions to net assets attributed to
contributions per the financial statements to Form 5500, for the year ended
December 31, 1998.
Additions to net assets attributed to contributions
per the financial statements $ 5,706,119
Less: Contributions Receivable at December 31, 1998 (349,162)
Add: Contribution Receivable at December 31, 1997 242,895
-------------
Total Contribution Income per Form 5500 $ 5,599,852
=============
<PAGE>
- 10 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Employer Identification Number 13-2529596 Plan Number 002
Fair Market
Description Cost Value
----------- ---- ------------
New York Life Insurance Company, Anchor Account
Number 25, with interest rates
from 6.08% to 6.58% $ 9,205,389 $ 9,205,389
Fidelity Magellan Fund 12,227,484 17,753,479
Franklin Small Cap Growth Fund 658,399 661,251
GAM International Fund 1,213,713 1,184,474
MainStay Institutional Indexed Bond Fund
(Institutional Class) 916,199 894,562
MainStay Institutional Indexed Equity Fund
(Institutional Class) 3,955,251 4,474,821
MainStay Institutional Value Equity Fund
(Institutional Class) 11,394,742 7,909,378
Datascope Corp. Stock Fund, 106,032 shares* 2,141,826 2,551,648
Participants' Loan Receivable, mature January 1999,
through October 2013; interest rates from 7% to 10% 0 1,680,604
------------ ------------
Total $ 41,713,003 $ 46,315,606
============ ============
See notes to financial statements.
<PAGE>
- 11 -
DATASCOPE CORP.
401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
Employer Identification Number 13-2529596 Plan Number 002
</TABLE>
<TABLE>
<CAPTION>
Number of Cost of Proceeds of Gain
Description Shares Acquisitions Dispositions (Loss)
----------- -------- ------------ ------------ ------
<S> <C> <C> <C> <C>
Interest Income Option
Acquisitions 3,663,744 $3,663,744
Sales 2,081,239 $2,081,239 $ --
MainStay Institutional Indexed
Equity Fund (Institutional Class)
Acquisitions 78,295 $2,408,373
MainStay Institutional Value
Equity Fund (Institutional Class)
Sales 153,214 $2,860,451 $2,441,052 $ (419,399)
Fidelity Magellan Fund
Acquisitions 26,198 $2,753,733
Sales 20,396 $1,635,114 $2,115,425 $ 480,312
</TABLE>
See notes to financial statements.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Datascope Corp. Benefits Committee, which administers the Datascope Corp. 401(k)
Savings and Supplemental Retirement Plan, has caused this annual report to be
signed on its behalf by the undersigned, hereunto duly authorized.
DATASCOPE CORP. 401(K) SAVINGS
AND SUPPLEMENTAL RETIREMENT
PLAN
June 29, 1999
/s/ Murray Pitkowsky
-------------------------------------------
Murray Pitkowsky
Member, Datascope Corp. Benefits Committee
June 29, 1999
/s/ James Cooper
-------------------------------------------
James Cooper
Member, Datascope Corp. Benefits Committee
June 29, 1999
/s/ Leonard S. Goodman
-------------------------------------------
Leonard S. Goodman
Member, Datascope Corp. Benefits Committee
June 29, 1999
/s/ Eric H. Nietsch
-------------------------------------------
Eric H. Nietsch
Member, Datascope Corp. Benefits
Committee
June 29, 1999
/s/ Phyllis Payne
-------------------------------------------
Phyllis Payne
Member, Datascope Corp. Benefits
Committee
<PAGE>
DATASCOPE CORP. 401(K) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
ANNUAL REPORT ON FORM 11-K
EXHIBIT INDEX
-------------
Exhibit
- -------
1 Consent of Milgrom
Galuskin Balmuth &
Company
<PAGE>
EXHIBIT 1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement of
Datascope Corp. 401(k) Savings and Supplemental Retirement Plan on Form S-8
under the Securities Act of 1933 of our report dated June 9, 1999 appearing in
the Annual Report on Form 11-K of Datascope Corp. 401(k) Savings and
Supplemental Retirement Plan for the fiscal period ended December 31, 1998.
/s/ Milgrom Galuskin Balmuth & Company
- ----------------------------------
Milgrom Galuskin Balmuth & Company
Certified Public Accountants, P.C.
Edison, New Jersey
June 25, 1999
