DATASCOPE CORP, DEF 14A, 2000-10-27

DATASCOPE CORP
DEF 14A, 2000-10-27
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS

Previous: COORS ADOLPH CO, S-3/A, EX-23.1, 2000-10-27

Next: DELUXE CORP, 10-Q/A, 2000-10-27

<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 ss.240.14a-11(c) or ss.240.14a-12

Datascope Corp.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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 12, 2000

---------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Datascope Corp. (the "Corporation") will be held at 11:00 a.m., local time, on
December 12, 2000, at The Chase Manhattan Bank - Conference Center, 270 Park
Avenue, 11th Floor, New York, New York 10017-2070, for the following purposes:

1. To elect two directors of the Corporation to hold office until
the 2003 Annual Meeting of Shareholders and until the election
and qualification of their respective successors;

2. To consider and vote upon a proposal to adopt the Datascope
Corp. Management Incentive Plan; and

3. To transact such other business as may properly come before
the meeting.

Only holders of record of the Corporation's common stock, par value
$0.01 per share, at the close of business on October 26, 2000 are entitled to
notice of, and to vote at, the meeting and any adjournment or postponement
thereof. Such shareholders may vote in person or by proxy.

SHAREHOLDERS WHO FIND IT CONVENIENT ARE CORDIALLY INVITED TO ATTEND THE
ANNUAL 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: October 27, 2000

<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 a.m., local time, on December 12, 2000, at The Chase Manhattan Bank -
Conference Center, 270 Park Avenue, 11th Floor, New York, New York 10017-2070,
and at any adjournment or postponement thereof. The purposes of the Annual
Meeting of Shareholders are:

1. To elect two directors of the Corporation to hold office until
the 2003 Annual Meeting of Shareholders and until the election
and qualification of their respective successors;

2. To consider and vote upon a proposal to approve the Datascope
Corp. Management Incentive Plan (the "Management Incentive
Plan"); and

3. 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, (ii) for the proposal to approve the Management Incentive Plan, and
(iii) in the discretion of the Proxies named in the proxy card on any other
proposals to properly come before the meeting or any adjournment or postponement
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 8, 2000.

VOTING

Holders of record of the Corporation's common stock, par value
$0.01 per share ("Common Stock"), on October 26, 2000 will be entitled to vote
at the Annual Meeting of Shareholders or any adjournment or postponement
thereof. As of that date, there were 14,798,196 shares of Common Stock
outstanding and entitled to vote. A majority of the outstanding shares of Common
Stock represented at the Annual Meeting of Shareholders in person or by proxy
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 Annual Meeting of Shareholders, including the election of
directors.

The favorable vote of a majority of the votes cast at the Annual
Meeting of Shareholders is necessary to elect the nominees for director of the
Corporation. The favorable vote of a majority of the votes cast at the Annual
Meeting of Shareholders is necessary to approve the Management Incentive Plan.
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 of Shareholders. The Board of
Directors recommends a vote FOR each of the nominees for director named below
and FOR the proposal to approve the Management Incentive Plan.

<PAGE>

ITEM 1. ELECTION OF DIRECTORS

Two directors are to be elected at the Annual Meeting of Shareholders.
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 III, and for the directors in
Classes I and II whose terms expire at the Annual Meeting of Shareholders
occurring in 2001 and 2002, respectively, and until the election and
qualification of their respective 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

DIRECTORS WHOSE TERM OF OFFICE
WILL CONTINUE AFTER THE ANNUAL MEETING

Class III (If elected each director will hold office until the 2003 Annual
Meeting of Shareholders.)

Principal Occupation Has Been a Director of
Name of Director Age or Employment the Corporation During
---------------- --- -------------------- ----------------------
<S> <C> <C> <C>
Lawrence Saper 72 Chairman of the Board of Directors 1964 to present
and Chief Executive Officer of the
Corporation

Arno Nash 73 Chairman of Iterman Industrial 1965 to 1967 and
Products Ltd. (1) 1996 to present

</TABLE>

----------

(1) Mr. Nash has served as Chairman of Iterman Industrial Products Ltd.
since 1965.

Class I (Term expires at the 2001 Annual Meeting of Shareholders.)

Principal Occupation Has Been a Director of
Name of Director Age or Employment the Corporation During
---------------- --- -------------------- ----------------------
<S> <C> <C> <C>
George Heller 78 Director (2) 1970 to 1979
1980 to present

Alan B. Abramson 54 Attorney (3) 1996 to present

</TABLE>

----------

(2) 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.

(3) Mr. Abramson was appointed a Class I director by the Board of Directors
of the Corporation effective upon the expiration of his term as a Class
III Director to fill the vacancy caused by the resignation of William
L. Asmundson as a director, since the Corporation's By-Laws require
that the classes of directors consist of an equal number of directors
to the extent possible. Mr. Abramson has served as President of Abraham
Brothers Incorporated since 1972.

2
<PAGE>

CLASS II (Term expires at the 2002 Annual Meeting of Shareholders.)

Class II

Principal Occupation Has Been a Director of
Name of Director Age or Employment the Corporation During
---------------- --- -------------------- ----------------------
<S> <C> <C> <C>
David Altschiller 59 Chairman and Chief Executive Officer 1982 to present
of Hill, Holliday & Altschiller (4)

Joseph Grayzel, M.D. 69 Consultant to the Corporation and 1969 to present
Physician

</TABLE>

----------

(4) Hill, Holliday & Altschiller is the New York office of Hill, Holliday,
Connors, Cosmopulos, Inc., a Boston advertising agency.

MEETINGS OF THE BOARD

During the fiscal year ended June 30, 2000, the Board of Directors held
five meetings and acted by unanimous written consent on one occasion. 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 (the "Audit Committee")
consisting of Messrs. Abramson, Heller and Asmundson (through August 2000). The
primary functions of the Audit 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. The Audit Committee held
four meetings during fiscal year 2000.

The Board of Directors has a stock bonus committee (the "Stock Bonus
Committee") consisting of Dr. Grayzel and Messrs. Saper and Heller. The Stock
Bonus Committee is empowered to authorize the issuance of shares of Common Stock
to certain employees of the Corporation or its subsidiaries who have provided
outstanding services on behalf of the Corporation. The Stock Bonus Committee did
not hold any meetings during fiscal year 2000.

The Board of Directors has a compensation committee (the "Compensation
Committee") consisting of Messrs. Abramson, Nash and Asmundson (through October
2000). The primary responsibility of the Compensation Committee is to administer
and make recommendations to the Board of Directors 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 and the Datascope Corp. 1995 Stock Option Plan. The
Compensation Committee held four meetings during fiscal year 2000.

The Board of Directors does not have a nominating committee.

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 Securities and Exchange 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 in the

3
<PAGE>

remainder of this section, the Corporation believes that all filing requirements
applicable to Reporting Persons during and with respect to fiscal year 2000 were
complied with on a timely basis.

The following individuals who were executive officers of the
Corporation during fiscal year 2000 acquired or disposed of shares of Common
Stock under the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan
(the "401(k) Plan") on a monthly basis and, under Section 16(a) of the Exchange
Act, 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,
Nicholas Barker, John Gilbert and S. Arieh Zak. 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 or disposal, each such executive officer filed a
Form 5 required by Section 16(a) of the Exchange Act on or about August 3, 2000.

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 2, 2000 (unless otherwise
indicated):

Amount and Nature of Percent of
Name and Address of Beneficial Owner (1) Beneficial Ownership (1) Common Stock (2)
---------------------------------------- ------------------------ ----------------
<S> <C> <C>
Lawrence Saper
Datascope Corp. 2,860,215 (3) 18.8%
14 Philips Parkway
Montvale, New Jersey 07645

Private Capital Management, Inc.
3003 Tamiami Trail N. 1,267,189 (4) 8.6%
Naples, Florida 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
2, 2000, 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 Common Stock of the Corporation outstanding
as of October 2, 2000. For purposes of calculating Mr. Saper's
beneficial ownership, any shares issuable pursuant to options
exercisable within 60 days of October 2, 2000 are deemed to be
outstanding.

(3) Includes (i) 38,621 shares owned by trusts created by Mr. Saper for his
children, (ii) 3,150 shares owned by Carol Saper, Mr. Saper's wife, and
(iii) 41,885 share's owned by the Lawrence and Carol Saper Foundation,
a charitable foundation.

(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 2, 2000, PCM had shared investment power with
respect to 1,267,189 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 6, 2000.

4
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the number of shares of Common Stock
beneficially owned by the Corporation's directors, executive officers identified
in the summary compensation table below (excluding Mr. Saper, whose holdings are
shown in the preceding table) and all directors and executive officers as a
group as of October 2, 2000:

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............................. 16,650 (4) *
Leonard S. Goodman............................ 18,000 (5) *
Joseph Grayzel, M.D........................... 247,071 (6) 1.7%
George Heller................................. 47,068 *
Arno Nash..................................... 13,500 (7) *
Murray Pitkowsky.............................. 64,484 (8) *
Paul J. Southworth............................ 25,000 (9)
S. Arieh Zak.................................. 42,752(10) *
All executive officers and directors as a
group (consisting of 15 individuals).......... 3,422,278(11) 22.1%

</TABLE>

----------

* Represents less than 1% of the shares of Common Stock of the
Corporation outstanding as of October 2, 2000.

(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 2, 2000. For the purpose of calculating each
person's beneficial ownership, any shares issuable pursuant to options
exercisable within 60 days of October 2, 2000 are deemed to be
beneficially owned by, and outstanding with respect to, such person.

(3) Consists of 5,000 shares which are issuable pursuant to currently
exercisable options.

(4) Includes 15,000 shares which are issuable pursuant to currently
exercisable options.

(5) Includes 15,000 shares which are issuable pursuant to currently
exercisable options.

(6) Includes 30,000 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.

(7) Includes 5,000 shares which are issuable pursuant to currently
exercisable options.

(8) Includes 35,000 shares which are issuable pursuant to currently
exercisable options.

(9) Consists of 25,000 shares which are issuable pursuant to currently
exercisable options.

(10) Includes 39,375 shares which are issuable pursuant to currently
exercisable options.

(11) Includes 689,400 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 held by the Corporation's present executive officers. Unless otherwise
indicated below, each person has held the office indicated for more than five
years:

Name Age Positions and Offices Presently Held
---- --- ------------------------------------
<S> <C> <C>
Lawrence Saper........................ 72 Chairman of the Board of Directors and Chief Executive Officer
Nicholas E. Barker.................... 42 Vice President, Design(1)
James L. Cooper....................... 49 Vice President, Human Resources(2)
John Gilbert.......................... 43 Vice President; President, Collagen Products Division(3)
Brent Glendening...................... 46 Vice President and Chief Information Officer(4)
Leonard S. Goodman.................... 56 Vice President, Chief Financial Officer and Treasurer(5)
Murray Pitkowsky...................... 69 Senior Vice President and Secretary(6)
Donald Southard....................... 54 Vice President; President, Patient Monitoring Division(7)
Paul J. Southworth.................... 56 Vice President; President, Cardiac Assist Division(8)
S. Arieh Zak.......................... 39 Vice President, Regulatory Affairs and Corporate Counsel(9)

</TABLE>

----------

(1) Mr. Barker has been employed by the Corporation as Vice President of
Design since December 1997. Mr. Barker was employed by the Corporation
as Manager of Corporate Design from October 1993 to December 1997 and
as an Industrial Designer from September 1991 to October 1993.

(2) Mr. Cooper has been employed by the Corporation as Vice President of
Human Resources since January 1998. Mr. Cooper served as Vice President
of Human Resources of Schindler Elevator Corporation from January 1994
to January 1998 and was Group Vice President of Human Resources at
Ingersoll-Rand Corporation from August 1988 to January 1994.

(3) 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. Mr. Gilbert 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 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.

(4) Mr. Glendening has been employed by the Corporation as Vice President
and Chief Information Officer since August 2000. From 1994 through July
2000, Mr. Glendening served as Vice President of Information Services
of the Schindler Elevator Corporation.

(5) Mr. Goodman has been employed as Vice President and Chief Financial
Officer of the Corporation since October 1998 and served as Treasurer
since September 1999. 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.

(6) Mr. Pitkowsky has been employed by the Corporation as Senior Vice
President since October 1992, and as Secretary since January 1993. 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. Mr.
Pitkowsky also served as acting President of Cardiac Assist from
September 1998 to June 1999 and is serving as acting President of
InterVascular, Inc. since June 2000.

6
<PAGE>

(7) 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.

(8) Mr. Southworth has been employed as Vice President of the Corporation
and as President of the Cardiac Assist Division since June 1999. Prior
to his employment with the Corporation, Mr. Southworth served as
President of the Vascular Division -- Research and
Development/Technical Operations of Boston Scientific Corporation from
July 1998 to June 1999 and President of the Meadox Medicals Division of
Boston Scientific Corporation from February 1996 to July 1998. From
September 1995 to February 1996, Mr. Southworth served as President of
the Renal Products Group, National Medical Care Division of W. R.
Grace. Mr. Southworth served as Vice President of Worldwide Operations
of Davis and Geck Division of American Cyanamid from June 1990 to
February 1996.

(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.

7
<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth for the fiscal years ended June 30,
2000, 1999 and 1998, the compensation for services in all capacities to the
Corporation of those persons who were at June 30, 2000 the chief executive
officer and the other four most highly compensated executive officers of the
Corporation (collectively, the "Named Executives"):

Long Term Compensation
----------------------------
Annual Compensation Awards Payouts
--------------------------------------- ------------------- -------
Other Restricted
Annual Stock LTIP All Other
Name and Salary Bonus Compensation Awards Options Payouts Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($) (1)
------------------ ---- ------- ----- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence Saper .......................... 2000 975,000 3,285,714(2) 282,380(3) -- -- -- 12,551
Chairman of the Board of Directors and 1999 887,662 771,300 267,381(3) -- 70,000 -- 12,849
Chief Executive Officer 1998 850,650 638,000 249,014(3) -- -- -- 11,339

Paul J. Southworth ...................... 2000 240,000 260,000(4) -- -- 15,000 -- 1,117
Vice President; President, Cardiac Assist 1999 7,385(5) -- -- -- 50,000 -- --
Division 1998 -- -- -- -- -- -- --

Leonard S. Goodman ...................... 2000 247,500 175,000 -- -- 10,000 -- 4,155
Vice President, Chief Financial Officer 1999 180,000(6) 97,000(7) -- -- 35,000 -- 977
and Treasurer 1998 -- -- -- -- -- -- --

Murray Pitkowsky, ....................... 2000 215,000 150,500 -- -- 10,000 11,143
Senior Vice President and Secretary 1999 215,000 75,000 -- -- 10,000 -- 10,185
1998 215,000 75,000 -- -- 10,000 -- 8,176

S. Arieh Zak ............................ 2000 209,150 147,840 -- -- 8,000 -- 6,040
Vice President, Regulatory Affairs and 1999 201,000 55,000 -- -- 6,500 -- 5,921
Corporate Counsel 1998 192,500 51,000 59,168(8) -- 7,500 -- 5,082
</TABLE>

----------
(1) Amounts in this column represent (a) the Corporation's matching
contributions under the 401(k) Plan, (b) premiums for term life
insurance and long term disability 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 1998
are as follows: Saper: (a) $4,800, (b) $1,124 and (c) $5,415;
Pitkowsky: (a) $4,750, (b) $996 and (c) $2,430; Goodman: (a) $0 and (b)
$0; Southworth: (a) $0 and (b) $0; and Zak: (a) $3,978 and (b) $1,104.
The amounts comprising items (a), (b) and (c) described above for each
Named Executive in fiscal year 1999 are as follows: Saper: (a) $4,800,
(b) $1,124, and (c) $6,925; Pitkowsky; (a) $4,800, (b) $878, and (c)
$4,507; Goodman: (a) $0 and (b) $977; Southworth: (a) $0 and (b) $0;
and Zak: (a) $4,800 and (b) $1,121. The amounts comprising items (a),
(b) and (c) described above for each Named Executive in fiscal year
2000 are as follows: Saper: (a) $4,739, (b) $887 and (c) $6,925;
Pitkowsky: (a) $4,800, (b) $696 and (c) $5,647; Goodman: (a) $3,038 and
(b) $1,117; Southworth: (a) $0 and (b) $1,117; and Zak: (a) $4,923 and
(b) $1,117. 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) Represents total bonus for fiscal year 2000 of which $1,485,714 is
subject to shareholder approval of the Management Incentive Plan (See
Compensation of the Chief Executive Officer).

(3) Includes payments for automobile and reimbursement for executive
portion of split dollar life insurance, respectively, in the following
amounts: $72,457 and $158,842 in fiscal year 2000; $70,490 and $145,115
in fiscal year 1999; $69,290 and $131,970 in fiscal year 1998.

8
<PAGE>

(4) Includes sign-on bonus of $100,000.

(5) Mr. Southworth began his employment with the Corporation on June 21,
1999.

(6) Mr. Goodman began his employment with the Corporation on October 4,
1998.

(7) Includes sign-on bonus of $25,000.

(8) Includes $43,242 reimbursement for medical expenses and $15,926
representing personal use of automobile leased by the Corporation.

Options Of Named Executives To Purchase Securities

On October 1, 1981, the Corporation adopted the 1981 Stock Option Plan,
which was subsequently approved at the 1981 Annual Meeting of Shareholders.
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 Stock 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 1981 Stock
Option Plan is administered by the Compensation Committee. The 1981 Stock Option
Plan terminated on September 30, 1996; consequently, the Corporation can no
longer issue options under the 1981 Stock Option Plan. However, options issued
thereunder remain outstanding.

On September 19, 1995, the Corporation adopted the 1995 Stock Option
Plan, which was subsequently approved at the 1995 Annual Meeting of
Shareholders. Options that qualify as, and options that do not qualify as,
incentive stock options under the Code may be granted thereunder. The 1995 Stock
Option Plan, as amended, reserved 2,750,000 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. The 1995 Stock Option Plan terminates on September
17, 2005.

Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
Individual Grants Potential Realized
---------------------------- Value at Assumed Annual
Number of % of Total Rates of Stock Price
Securities Options Appreciation for Option Term
Underlying Granted to Exercise ----------------------------
Options Employees in Price Expiration
Name Granted(#) Fiscal Year ($/sh) Date 5%($) 10%($)
----- ---------- ------------ ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Saper ......................... -- -- -- -- -- --
Paul J. Southworth ..................... 15,000(1) 3.5 37.032 May 15, 2010 349,217 884,916
Leonard S. Goodman ..................... 10,000(1) 2.3 37.032 May 15, 2010 232,812 589,944
Murray Pitkowsky ....................... 10,000(1) 2.3 37.032 May 15, 2010 232,812 589,944
S. Arieh Zak ........................... 8,000(1) 1.9 37.032 May 15, 2010 186,249 471,955

</TABLE>

----------
(1) The option becomes exercisable in four equal annual installments
beginning on May 16, 2001. However, prior to May 16, 2005, the portion
of the option is exercisable only if the average of the high and low
sales prices of the Corporation's Common Stock as quoted on The Nasdaq
Stock Market on the trading day immediately preceding the exercise date
is equal to or greater than $46.25. After May 16, 2005, the option is
fully exercisable, without regard to the price of the Corporation's
Common Stock.

9
<PAGE>

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 (1) 75,000 1,921,875 540,000/0 10,766,485/0
Paul J. Southworth 0 0 25,000/40,000 203,125/203,125
Leonard S. Goodman 0 0 8,750/36,250 115,237/345,713
Murray Pitkowsky . 12,500 272,500 31,250/26,250 433,995/202,736
S. Arieh Zak (2) . 2,000 40,000 35,625/20,375 557,569/163,596
</TABLE>

(1) Does not include an option to purchase 10% of the shares of common
stock of Genisphere, Inc., a subsidiary of the Corporation. See Report
of the Compensation Committee.

(2) Does not include an option to purchase 1% of the shares of common stock
of Genisphere, Inc., a subsidiary of the Corporation.

Pension Plan and Supplemental Benefit Plans

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 36
years of service under the plan, Mr. Pitkowsky with 14 years, Mr. Goodman with
1.5 years, Mr. Southworth with 1 year and Mr. Zak with 8 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 table below 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.

Pension Plan Table

Years of Service
--------------------------------------------------------------
Final Average
Compensation 15 20 25 30 35
------------ -- -- -- -- --
$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

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 life, based on a joint

<PAGE>

and survivor basis. 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. Saper during fiscal year 2000 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, 2000, the estimated annual benefit payable to Mr.
Saper under his Supplemental Benefits Plan approximates $1,406,400. 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

The annual retainer for each director of the Corporation (except
Messrs. Saper and Altschiller and Dr. Grayzel) is $24,000, which is payable in
shares of 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 of the
Corporation.

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 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 Stock Option Plan and the 1995
Stock Option Plan and with respect to the certain director options which have
been approved by the shareholders of the Corporation are exempt from the
short-swing trading liability provisions of Section 16(b) of the Exchange Act,
pursuant to Rule 16b-3 of the Exchange Act. The 1981 Stock Option Plan and the
1995 Stock Option Plan do not cover grants to directors who are not employees or
officers of the Corporation.

Mr. Altschiller has been engaged as a consultant to the Corporation
since September 1998, providing advice and counsel in the area of advertising.
In consideration for these services, the Corporation paid Mr. Altschiller a
consulting fee of $134,500 during fiscal year 2000. In addition, Mr. Altschiller
was paid a discretionary bonus of $25,000 during fiscal year 2000.

Dr. Grayzel 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 of $161,700 during fiscal year 2000.

Employment Contracts and Termination of Employment and Change in Control
Arrangements

The Corporation has entered into a employment agreement with Mr.
Saper, dated as of July 1, 1996 (as amended, the "Saper Employment Agreement").
The Saper Employment Agreement is for a term of five years with automatic
one-year extensions of the term unless either party gives notice of intent not
to extend one hundred and eighty days before the end of a term. The Saper
Employment Agreement provides for an annual base salary and increases to the
base salary as determined by the Board of Directors or the Compensation
Committee. On September

<PAGE>

22, 1999, the Compensation Committee determined to increase Mr. Saper's annual
base salary to $1,000,000. Pursuant to the terms of the Saper Employment
Agreement, Mr. Saper is entitled to an annual bonus based on criteria determined
by the Compensation Committee. Under the Saper 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 "Report of the
Compensation Committee on Executive Compensation." Mr. Saper is also entitled to
certain retirement benefits. See "Pension Plan and Supplemental Benefit Plans."
Mr. Saper may terminate the Saper 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 entered into change of control agreements with
various members of its management, including the Named Executives. Under these
agreements, in the event of a change in control of the Corporation, the Named
Executives would be entitled to a lump sum payment equal to 2.99 times their
annual base salary then in effect plus bonus.

REPORT OF THE COMPENSATION COMMITTEE
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 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.

Compensation Philosophy and Objectives of the Corporation

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 Stock 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 other corporations
in the Corporation's industry.

In December 1999, the Compensation Committee approved the Datascope
Corp. Management Incentive Plan (the "Management Incentive Plan"), which is
subject to shareholder approval. The Management Incentive Plan allows for 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 periodically 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
Compensation 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 2000 was determined by an
employment agreement, dated as of July 1, 1996. The overall compensation
included in the employment agreement was determined in a manner to be
competitive with companies which the Compensation Committee believes are
comparable to other corporations in the Corporation's industry. Under the
Management Incentive Plan, Mr. Saper's total bonus compensation was $3,285,714
for fiscal year 2000. In the event that the Management Incentive Plan is not
approved by the shareholders of the Corporation, the Compensation Committee may
grant Mr. Saper another bonus for fiscal year 2000, a portion of which may not
be deductible under Section 162(m) of the Code. In addition, Mr. Saper was
granted an option to purchase
12
<PAGE>

10% of the shares of common stock of Genisphere, Inc., a subsidiary of the
Corporation ("Genisphere"). The grant of such options was designed to enhance
the growth and success of Genisphere, thereby enhancing its value to the
Corporation.

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. The Management Incentive Plan is subject to
shareholder approval and contains the provisions necessary so that amounts
payable to Mr. Saper (and other covered employees) under the Management
Incentive Plan will not be subject to the deduction limitations of Section
162(m) of the Code.

Compensation Committee

Alan B. Abramson
Arno Nash

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, 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.

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, 1995 and each subsequent June 30 through June 30,
2000. The graph assumes that the value of the investment in Common Stock was
$100 on July 1, 1995 and that all dividends were reinvested.

S & P MEDICAL
Measurement Period DATASCOPE PRODUCTS
(Fiscal Year Covered) CORP. S & P 500 & SUPPLIES
--------------------- ----- --------- -------------
1995 100 100 100
1996 103 126 131
1997 114 170 174
1998 154 221 233
1999 186 271 277
2000 209 291 301

ITEM 2. APPROVAL OF THE MANAGEMENT INCENTIVE PLAN

In December 1999, the Compensation Committee adopted the Management
Incentive Plan (then named the Datascope Corp. Supplemental Incentive Plan). In
May 2000, the Compensation Committee amended and restated the Management
Incentive Plan. The purpose of the Management Incentive Plan is to benefit and
advance the interests of the Corporation by rewarding selected employees of the
Corporation and its subsidiaries and divisions (each such subsidiary or division
is referred to herein as a "Business Unit") for their contributions to the
Corporation's financial success and thereby motivate them to continue to make
such contributions in the future by granting performance-based awards
("Awards"). The Management Incentive Plan provides for bonus payments to
Participants (as defined below) based on any one or more performance criteria.
Shareholder approval of the Management Incentive Plan is required in order for
the Management Incentive Plan to be effective and for bonuses payable thereunder
to a "covered employee" within the meaning of Section 162(m) of the Code whose
"applicable employee remuneration" (within the meaning of Section 162(m) of the
Code) for such Performance Period (as defined below) is expected to exceed
$1,000,000 (each a "Covered Employee"), to be deductible under Section 162(m) of
the Code.

<PAGE>
The following is a summary of the material terms of the Management
Incentive Plan. Such summary, however, should be read in conjunction with, and
is qualified in its entirety by, the complete text of the Management Incentive
Plan, as set forth in Exhibit A to this Proxy Statement and incorporated herein
by reference.

Section 162(m) of the Code generally disallows a federal income tax
deduction to any publicly held corporation for compensation paid in excess of
$1,000,000 in any taxable year to the Chief Executive Officer or any of the four
other most highly compensated executive officers. The Corporation intends to
structure awards under the Management Incentive Plan so that any compensation
paid under the Management Incentive Plan to any Covered Employee would be
qualified "performance-based compensation" eligible for continued deductibility.

Plan Administration. The Management Incentive Plan shall be
administered by the Compensation Committee. The Compensation Committee is
authorized to administer, interpret and apply the Management Incentive Plan and
from time to time may adopt such rules, regulations and guidelines consistent
with the provisions of the Management Incentive Plan as it may deem advisable to
carry out the Management Incentive Plan, except that the Compensation Committee
may authorize any one or more of its members, or any officer of the Corporation,
to execute and deliver documents on behalf of the Compensation Committee. The
Compensation Committee's interpretations of the Management Incentive Plan, and
all actions taken and determinations made by the Compensation Committee pursuant
to the powers vested in it hereunder, shall be conclusive and binding on all
parties concerned, including the Corporation, its shareholders and Participants.
The Compensation Committee shall have authority to determine the terms and
conditions of the Awards granted to Participants.

Eligible Persons; Participants. Only employees of the Company or its
business units who are at the level of Manager (or a level determined by the
Compensation Committee to be equivalent to Manager) or at a more senior level
are eligible to participate in the Management Incentive Plan ("Eligible
Persons"). An individual shall be deemed an employee for purposes of the
Management Incentive Plan only if such individual receives compensation from
either the Corporation or one of its Business Units for services performed as an
employee of the Corporation or any one of its Business Units for any period
during a Performance Period (defined below). An Eligible Person who is a Covered
Employee shall be entitled to participate in the Management Incentive Plan with
respect to a Performance Period which has commenced only if he or she commenced
employment on or before the beginning of each Performance Period or any later
date described in Treasury Regulation 1.162-27(e)(2) (or any successor thereto).
An Eligible Person who has been chosen to receive an Award under the Management
Incentive Plan shall be referred to as a "Participant."

Awards. Awards may be granted only to Participants with respect to each
Performance Period, subject to the terms and conditions set forth in the
Management Incentive Plan.

Performance Period. Performance periods are established by the
Compensation Committee, which may establish multiple Performance Periods within
each fiscal year of the Corporation. A Performance Period is the period of time
over which the Performance Threshold (described below) with respect to an Award
must be satisfied. The length of any Performance Period is determined by the
Compensation Committee, in its discretion, and need not be identical for all
Awards.

Performance Criteria. The Management Incentive Plan will adopt, with
respect to each Participant, specific performance criteria, performance
thresholds and performance targets, a percentage of such Participant's base
salary (or fixed dollar amounts) to be awarded (subject to modification (as
described below) if such Participant exceeds each performance threshold, for the
Performance Period, and a mathematical formula or matrix which should contain
weighting for each target and indicate the extent to which Awards will be paid
if such performance thresholds are achieved or excluded. If a Participant does
not exceed each performance threshold, then no bonus will be paid to such
Participant.

Section 162(m) of the Code requires performance awards for Covered
Employees to be based upon objective performance criteria (on an absolute or
relative basis, including comparisons of results for the Performance Period to
prior periods or forecasts). For each Participant who is a Covered Employee, the
performance criteria may include one or more of the following, derived from the
Corporation's audited financial statements: (i) net sales, (ii) pre-tax
earnings, (iii) after-tax earnings, (iv) operating earnings, and (v) earnings
per share, each as determined in accordance with GAAP for the Corporation on a
consolidated basis (collectively, the "Financial Criteria"). With respect to any
Covered Employee who is employed by a Business Unit, the Financial Criteria
shall be based on the results of such Business Unit, audited consolidated
results of the Corporation, or a combination of the two.

With respect to each Participant who is not a Covered Employee, the
performance criteria established by the Compensation Committee may be any, or a
combination of any, quantitative criteria (including, without limitation, any
Financial Criteria) or qualitative criteria. If such Participant is employed by
a Business Unit, then the Financial Criteria for such Participant may relate to
either the results of such Business Unit or the results of such Business Unit
and consolidated results of the Corporation.

14
<PAGE>

Maximum Award. The aggregate amount of any Award to any Participant for
any Performance Period shall not exceed $5,000,000, and the aggregate amount of
any Award or Awards to any Participant for any fiscal year shall not exceed
$5,000,000.

Calculation of Award; Certification. As soon as practicable after the
end of the Performance Period, and based upon the applicable Financial Criteria,
the Compensation Committee will determine with respect to each Participant
whether and the extent to which such Participant's performance thresholds were
exceeded, including the extent to which, if any, each target was attained or
exceeded, and will calculate such Participant's award, if any, by taking into
account these factors and the weighting for each target (subject to modification
(as described below)). At such time, the Compensation Committee will certify in
writing the amount of each award and whether each material term of the
Management Incentive Plan relating to such award has been satisfied.

Payment. So long as the Participant remains employed by the Corporation
or a Business Unit through the date of certification of such Participant's
Award, such Award will be payable in cash as promptly as practicable thereafter.
See "Employment Requirement."

Deferral. From time to time, prior to the end of a Performance Period,
the Compensation Committee may, in its sole discretion (under uniform rules
applicable to all Participants and in compliance with applicable law in effect
at such time), offer Participants the opportunity to defer receipt of all or a
portion of any Award that is made for such Performance Period.

Modification of Awards. At any time prior to the payment of an Award,
the Compensation Committee may, in its sole discretion, (i) increase, decrease
or eliminate the Award payable to any Participant who is not a Covered Employee
and who would not become a Covered Employee as a result of any such increase or
(ii) decrease or eliminate the Award payable to any Covered Employee, in each
case to reflect the individual performance and contribution of, and other
factors relating to, such Participant. The determination of the Compensation
Committee shall be final and conclusive.

Employment Requirement. No Participant shall have any right to receive
payment of any Award unless such Participant remains in the employ of the
Corporation or a Business Unit through the date of payment of such Award;
provided, however, that the Compensation Committee may, in its sole discretion,
pay all or any part of an Award to any Participant who, prior to such date of
payment, retires, dies or becomes permanently disabled or where other special
circumstances exist with respect to such Participant, so long as the Performance
Thresholds applicable to the Participant's Targets were achieved or exceeded.
The maximum amount of such payment, if any, will be calculated, and to the
extent determined by the Compensation Committee, paid as provided in the
Management Incentive Plan. The determination of the Compensation Committee shall
be final and conclusive.

Term, Amendment and Termination of the Management Incentive Plan. The
Management Incentive Plan, if approved by shareholders, will be effective as of
December 7, 1999. The Compensation Committee may at any time and from time to
time alter, amend, suspend or terminate the Management Incentive Plan in whole
or in part. No such amendment shall be effective which alters the Award, Target
or other criteria relating to an Award applicable to a Covered Employee for the
Performance Period in which such amendment is made or any prior Performance
Period, except any such amendment that may be made without causing such Award to
cease to qualify as performance-based compensation under Section 162(m) of the
Code.

Board Recommendation

The Board of Directors believes that it is in the best interests of the
Corporation and its shareholders to approve the Management Incentive Plan. The
approval of the Management Incentive Plan requires the affirmative vote of a
majority of the votes cast at the Annual Meeting of Shareholders. Accordingly,
the Board of Directors recommends that you vote FOR the approval of the
Management Incentive Plan.

<PAGE>

OTHER BUSINESS

The Board of Directors of the Corporation knows of no other matters to
be presented at the Annual Meeting of Shareholders. However, if any other
matters properly come before the Annual Meeting of Shareholders, or any
adjournment or postponement 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 Shareholders must be received by the Corporation for inclusion in the
Corporation's 2001 Proxy Statement and form of proxy on or prior to July 10,
2001.

ANNUAL REPORTS AND FINANCIAL STATEMENTS

The Annual Report to Shareholders of the Corporation on Form 10-K for
the fiscal year ended June 30, 2000 (the "Annual Report") is being furnished
simultaneously herewith. The Annual Report is not to be considered a part of
this Proxy Statement.

Upon the written request of any shareholder of the Corporation,
management will provide, free of charge, a copy of the Annual Report, including
the financial statements and schedules thereto. Requests should be mailed to:
Datascope Corp., 14 Philips Parkway, Montvale, New Jersey 07645, Attention:
Secretary.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The Corporation's financial statements for the years ended June 30,
2000 and 1999 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 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 $8,500 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: October 27, 2000

<PAGE>

EXHIBIT A

DATASCOPE CORP.

MANAGEMENT INCENTIVE PLAN
(Amended and Restated as of May 16, 2000)

Section 1. Purpose. The purpose of the Datascope Corp. Management
Incentive Plan, formerly named the Datascope Corp. Supplemental Incentive Plan,
(the "Plan") is to benefit and advance the interests of Datascope Corp., a
Delaware corporation (the "Company"), by rewarding selected employees of the
Company and its subsidiaries and divisions (each such subsidiary or division is
referred to herein as a "Business Unit") for their contributions to the
Company's financial success and thereby motivate them to continue to make such
contributions in the future by granting performance-based awards ("Awards").

Section 2. Certain Definitions. For the purposes of the Plan the
following terms shall be defined as set forth below:

(a) "Applicable Employee Remuneration" has the meaning given to
such term in Section 162(m)(4) of the Code.

(b) "Base Salary Percentage" means a percentage of the
Participant's annual base salary in effect as of the later of (i) the first day
of the Performance Period or (ii) the common salary adjustment date within the
Performance Period.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means the Compensation Committee of the Board.

(f) "Company Plan" means the Fiscal Year Plan for the relevant
Fiscal Year.

(g) "Covered Employee" has the same meaning given to such term in
Section 162(m)(3) of the Code; provided, however, that a person will be
considered a Covered Employee for purposes of this Plan only if such employee's
Applicable Employee Remuneration for the relevant Fiscal Year is expected to
exceed $1,000,000.

(h) "Financial Criteria" has the meaning given to that term in
Section 6(a) hereof.

(i) "Fiscal Year" means the fiscal year ending on June 30 or such
other period that the Company may hereafter adopt as its fiscal year.

(j) "Performance Period" means the period of time over which the
Performance Threshold must be satisfied, which period may be of such length as
the Committee, in its discretion, shall select. The Performance Period need not
be identical for all Awards. Within one Fiscal Year, the Committee may establish
multiple Performance Periods.

(k) "Performance Threshold" has the meaning given to such term in
Section 6(b) hereof (in the case of a Covered Employee), or Section 7(b) hereof
(in the case of a Participant who is not a Covered Employee).

(l) "Target" has the meaning given to such term in Section 6(a)
hereof (in the case of a Covered Employee), or Section 7(a) hereof (in the case
of a Participant who is not a Covered Employee).

Section 3. Administration of the Plan.

(a) Generally. The Plan shall be administered by the Committee.
The Committee is authorized to administer, interpret and apply the Plan and from
time to time may adopt such rules, regulations and guidelines consistent with
the provisions of the Plan as it may deem advisable to carry out the Plan,
except that the Committee may authorize any one or more of its members, or any
officer of the Company, to execute and deliver documents on behalf of the
Committee. The Committee's interpretations of the Plan, and all actions taken
and determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned, including
the Company, its shareholders and Participants (as defined below). The Committee
shall have authority to determine the terms and conditions of the Awards granted
to Participants (as defined in Section 5 hereof).

<PAGE>

(b) Delegation. The Committee may delegate its responsibilities
for administering the Plan to the Chief Executive Officer, as the Committee
deems necessary. However, the Committee shall not delegate its responsibilities
under the Plan relating to Covered Employees.

(c) Reliance and Indemnification. The Committee may employ
attorneys, consultants, accountants or other persons, and the Committee, the
Company and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member of the Committee
nor the Chief Executive Officer shall be personally liable for any action,
determination or interpretation taken or made in good faith by the Committee or
the Chief Executive Officer with respect to the Plan or Awards granted
hereunder, and all members of the Committee and the Chief Executive Officer
shall be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.

Section 4. Eligible Persons. Only employees of the Company or its
Business Units who are at the level of Manager (or a level determined by the
Committee to be equivalent to Manager) or at a more senior level are eligible to
participate in the Plan ("Eligible Persons"). An individual shall be deemed an
employee for purposes of the Plan only if such individual receives compensation
from either the Company or one of its Business Units for services performed as
an employee of the Company or any one of its Business Units for any period
during a Performance Period. An Eligible Person who is a Covered Employee shall
be entitled to participate in the Plan with respect to a Performance Period
which has commenced only if he or she commenced employment on or before the
beginning of each Performance Period or any later date described in Treasury
Regulation 1.162-27(e)(2) (or any successor thereto).

Section 5. Awards; Participants. Awards may be granted only to Eligible
Persons with respect to each Performance Period, subject to the terms and
conditions set forth in the Plan. An Eligible Person who has been chosen to
receive an Award under the Plan shall be referred to as a "Participant."

Section 6. Determination of Targets, Performance Thresholds and Base
Salary Percentage for Covered Employees. Prior to the beginning of each
Performance Period or any later date described in Treasury Regulation
1.162-27(e)(2) (or any successor thereto), the Committee shall adopt each of the
following with respect to each Participant who is a Covered Employee:

(a) one or more Targets, which shall be equal to a desired level
or levels for any Performance Period of any or a combination of the following
business criteria on an absolute or relative basis (including comparisons of
results for the Performance Period to either (x) results for the prior
Performance Period or (y) the Company Plan or forecast for the Performance
Period), and measured before extraordinary items and/or special items, derived
from the Corporation's audited financial statements: (i) net sales, (ii) pre-tax
earnings, (iii) after-tax earnings, (iv) operating earnings, and (v) earnings
per share, each as determined in accordance with generally accepted accounting
principles consistently applied for the Company on a consolidated basis
(collectively, the "Financial Criteria"). With respect to any Covered Employee
who is employed by a Business Unit, the Financial Criteria shall be based on the
results of such Business Unit, audited consolidated results of the Company, or a
combination of the two;

(b) a Performance Threshold with respect to each Target,
applicable to one or more Financial Criteria, which represents a minimum amount
that must be attained for a Participant to receive an Award;

(c) either (i) a Base Salary Percentage, or (ii) fixed monetary
amounts, which, in each case, shall be payable as an Award in the event that
100% of such Participant's Targets are achieved.

(d) a mathematical formula or matrix that shall contain weighting
for each Target and indicate the extent to which Awards will be paid if such
Participant's Performance Thresholds with respect to his or her Targets are
achieved or exceeded.

The Committee may make such adjustments, to the extent it deems
appropriate, to the Targets and Performance Thresholds to compensate for, or to
reflect, any material changes which may have occurred in accounting practices,
tax laws, other laws or regulations, the financial structure of the Company,
acquisitions or dispositions of Business Units or any unusual circumstances
outside of management's control which, in the sole judgment of the Committee,
alters or affects the computation of such Targets and Performance Thresholds or
the performance of the Company or any relevant Business Unit (each an
"Extraordinary Event").

Section 7. Determination of Targets, Performance Thresholds and Base
Salary Percentage For Participants Who Are Not Covered Employees. Prior to the
end of the Performance Period, the Committee shall adopt each of the following
with respect to each Participant who is not a Covered Employee:

<PAGE>

(a) one or more Targets, which shall be equal to a desired level
or levels for any Performance Period of any, or a combination of any,
quantitative criteria (the "Quantitative Criteria," which Quantitative Criteria
may include, without limitation, any Financial Criteria) or qualitative criteria
(the "Individual Criteria"). With respect to such Participants who are employed
by a Business Unit, the Quantitative Criteria may be based on the results of
such Business Unit, consolidated results of the Company, or a combination of the
two;

(b) a Performance Threshold with respect to each Target,
applicable to one or more Quantitative Criteria or Individual Criteria, which
represents a minimum that must be attained for a Participant to receive an
Award;

(c) either (i) a Base Salary Percentage, or (ii) fixed monetary
amounts, which, in each case, shall be payable as an Award in the event that
100% of such Participant's Targets are achieved.

Section 8. Calculation of Awards; Certification; Payment; Deferral. As
soon as practicable after the end of the Performance Period, and based upon the
applicable Financial Criteria, the Committee shall determine with respect to
each Participant whether and the extent to which the Performance Thresholds
applicable to such Participant's Targets were achieved or exceeded. Such
Participant's Award, if any, shall be calculated in accordance with the
mathematical formula or matrix determined pursuant to Section 6 or 7, as
applicable, and subject to the limitations set forth in Section 9 hereof. The
Committee shall certify in writing the amount of such Award and whether each
material term of the Plan relating to such Award has been satisfied. Subject to
Section 9 hereof, such Award shall become payable in cash as promptly as
practicable thereafter. However, from time to time, prior to the end of a
Performance Period, the Committee may, in its sole discretion (under uniform
rules applicable to all Participants and in compliance with applicable law in
effect at such time), offer Participants the opportunity to defer receipt of all
or a portion of any Award that is made for such Performance Period.

Section 9. Limitations; Modifications to Awards. Each Award determined
pursuant to Section 6 or 7 hereof shall be subject to modification or forfeiture
in accordance with the following provisions:

(a) Limitations. The aggregate amount of any Award to any
Participant for any Performance Period shall not exceed $5,000,000, and the
aggregate amount of any Award or Awards to any Participant for any Fiscal Year
shall not exceed $5,000,000.

(b) Modifications. At any time prior to the payment of an Award,
the Committee may, in its sole discretion, (i) increase, decrease or eliminate
the Award payable to any Participant who is not a Covered Employee and who would
not become a Covered Employee as a result of any such increase or (ii) decrease
or eliminate the Award payable to any Covered Employee, in each case to reflect
the individual performance and contribution of, and other factors relating to,
such Participant. The Committee may make such adjustments, to the extent it
deems appropriate to any Award to compensate for, or to reflect, any
Extraordinary Event. The determination of the Committee as to matters set forth
in this Section 9(b) shall be final and conclusive.

Section 10. Employment Requirement. No Participant shall have any right
to receive payment of any Award unless such Participant remains in the employ of
the Company or a Business Unit through the date of payment of such Award;
provided, however, that the Committee may, in its sole discretion, pay all or
any part of an Award to any Participant who, prior to such date of payment,
retires, dies or becomes permanently disabled or where other special
circumstances exist with respect to such Participant, so long as the Performance
Thresholds applicable to the Participant's Targets were achieved or exceeded.
The maximum amount of such payment, if any, will be calculated, and to the
extent determined by the Committee, paid as provided in Section 6 or 7. The
determination of the Committee shall be final and conclusive.

<PAGE>

Section 11. Miscellaneous.

(a) No Contract; No Rights to Awards or Continued Employment. The
Plan is not a contract between the Company and any Participant or other
employee. No Participant or other employee shall have any claim or right to
receive Awards under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained by the
Company or any of its Business Units.

(b) No Right to Future Participation. Participation in the Plan
during one Performance Period shall not guarantee participation during any other
Performance Period.

(c) Restriction on Transfer. The rights of a Participant with
respect to Awards under the Plan shall not be transferable by the Participant to
whom such Award is granted (other than by will or the laws of descent and
distribution), and any attempted assignment or transfer shall be null and void
and shall permit the Committee, in its sole discretion, to extinguish the
Company's obligation under the Plan to pay any Award with respect to such
Participant.

(d) Tax Withholding. The Company or a subsidiary thereof, as
appropriate, shall have the right to deduct from all payments made under the
Plan to a Participant or to a Participant's beneficiary or beneficiaries any
Federal, state or local taxes required by law to be withheld with respect to
such payments.

(e) No Restriction on Right of Company to Effect Changes. The Plan
shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any recapitalization, reorganization, merger,
acquisition, divestiture, consolidation, spin off, combination, liquidation,
dissolution, sale of assets, or other similar corporate transaction or event
involving the Company or a subsidiary thereof or any other event or series of
events, whether of a similar character or otherwise.

(f) Source of Payments. The Plan shall be unfunded. The Plan shall
not create or be construed to create a trust or separate fund or segregation of
assets of any kind or a fiduciary relationship between the Company and a
Participant or any other individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, or government or
political subdivision thereof. To the extent that any Participant is granted an
Award hereunder, such Participant's right to receive payment of such Award shall
be no greater than the right of any unsecured general creditor of the Company.

(g) No Interest. If the Company for any reason fails to make
payment of an Award at the time such Award becomes payable, the Company shall
not be liable for any interest or other charges thereon.

(h) Amendment and Termination. The Committee may at any time and
from time to time alter, amend, suspend or terminate the Plan in whole or in
part. No such amendment shall be effective which alters the Award, Target or
other criteria relating to an Award applicable to a Covered Employee for the
Performance Period in which such amendment is made or any prior Performance
Period, except any such amendment that may be made without causing such Award to
cease to qualify as performance-based compensation under Section 162(m)(4)(C) of
the Code.

(i) Governmental Regulations. The Plan, and all Awards hereunder,
shall be subject to all applicable rules and regulations of governmental or
other authorities.

(j) Headings. The headings of sections and subsections herein are
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.

(k) Governing Law. The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the
laws of the State of New Jersey, without regard to the choice-of-law principles
thereof, and applicable federal law.

(l) Severability. If any term or provision ("Provision") of the
Plan or the application thereof (i) as to any Participant or circumstance (other
than as described in clause (ii)) is, to any extent, found to be illegal or
invalid, or (ii) would cause any Award to any Covered Employee not to constitute
performance-based compensation under Section 162(m)(4)(C) of the Code, then the
Committee shall sever such Provision from the Plan and, thereupon, such
Provision shall not be a part of the Plan.

(m) Effective Date. The Plan shall be effective as of December 7,
1999; provided, however, that it shall be a condition to the effectiveness of
the Plan, and any Awards made on or after December 7, 1999, that the
shareholders of the Company ("Shareholders") approve the Plan at the 2000 Annual
Meeting of Shareholders. Such approval shall meet the requirements of Section
162(m) of the Code and the regulations thereunder. If such approval is not
obtained, then the Plan shall not be effective and any Award made hereunder
shall be void ab initio.

<PAGE>

(n) Approval and Reapproval by Shareholders. To the extent
required under Section 162(m) of the Code and the regulations thereunder, (i)
any change to the material terms of the Financial Criteria shall be disclosed to
and approved by the Shareholders at the next Annual Meeting of Shareholders to
be held following such change, and (ii) the material terms of the Financial
Criteria shall be disclosed to and reapproved by the Shareholders no later than
the Annual Meeting of Shareholders that occurs in the fifth year following the
year in which Shareholders approve the Financial Criteria.

<PAGE>

PROXY DATASCOPE CORP. COMMON STOCK

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 12, 2000

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
Chase Manhattan Bank - Conference Center, 270 Park Avenue, 11th Floor, New York,
New York 10017-2070, on December 12, 2000 at 11:00 a.m., local time, and at any
adjournment or postponement thereof, on all matters coming before said meeting:

1. ELECTION OF DIRECTORS. Nominees: Lawrence Saper and Arno Nash
(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. PROPOSAL TO APPROVE THE DATASCOPE CORP. MANAGEMENT
INCENTIVE PLAN.

|_| FOR |_| AGAINST |_| ABSTAIN

3. In their discretion, upon any other business that may properly come
before the meeting or any adjournment or postponement 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
and FOR the proposal to approve the Datascope Corp. Management Incentive Plan.

The undersigned acknowledges receipt of the accompanying Proxy
Statement dated October 27, 2000.

Dated: ____________________, 2000

_________________________________

_________________________________
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 exactly as
name appears above.
I plan |_| I do not plan |_|
to attend the Annual Meeting.