<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 94-2657368
(State or other jurisdiction of 6140 Stoneridge Mall Road, Suite 590 (I.R.S. Employer
incorporation or organization) Pleasanton, CA 94588 Identification Number)
(510) 460-3600
(Address of principal executive offices)
</TABLE>
--------------------
1996 LONG TERM
INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS OF
THE COOPER COMPANIES, INC.
(Full title of the plan)
--------------------
Carol R. Kaufman
Vice President of Legal Affairs and
Chief Administrative Officer
THE COOPER COMPANIES, INC.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588
(510) 460-3600
(Name, address and telephone number, including area code, of agent for service)
--------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed maximum
Title of each class of securties Amount to be Proposed maximum aggregate offering Amount of
to be registered registered offering price per share price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10
share ............................. 215,000 shs.(1) (2) 2,445,089.00(2) $843.00
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights(3) 645,000 (3) (3) $100.00
===================================================================================================================================
</TABLE>
(1) Represents the maximum number of shares which may be distributed
pursuant to the Registration Statement, absent operation of the
anti-dilution provisions of the Plan. Such additional undeterminable
number of shares as may be required by reason of such anti-dilution
provisions are hereby also registered. Of those shares, 7,393 shares of
restricted stock with 22,179 attached rights to acquire shares of the
registrant's Series A Junior Participating Preferred Stock, and options
for 31,250 shares, have been issued to non-employee directors subject
to approval of the Plan by the stockholders of the registrant. The
stockholders of the registrant approved the Plan on March 27, 1996.
(2) Estimated for the purpose of calculating the registration fee (i)
pursuant to Rule 457(h) on the basis of the exercise price per share of
outstanding options for 31,250 shares at $5.91 per share and the
purchase price of $.10 per share for 7,393 shares of restricted stock,
and (ii) pursuant to Rule 457(c) for the remaining 176,357 shares
registered hereunder (the average ($12.813) of the high ($12.875) and
low ($12.75) prices for the registrant's Common Stock quoted on the New
York Stock Exchange on August 23, 1996).
(3) Rights to acquire shares of the registrant's Series A Junior
Participating Preferred Stock are attached to and trade with the Common
Stock of the registrant. Value attributable to such Rights, if any, is
reflected in the market price of the Common Stock. Fee paid represents
the minimum statutory fee pursuant to Section 6(b) of the Securities
Act of 1933.
Total Pages 8
Exhibit Index on Page 8
<PAGE>
<PAGE>
This Registration Statement on Form S-8 of The Cooper Companies,
Inc., a Delaware corporation (the "Registrant"), covers 215,000 shares of
common stock, par value $.10 per share, of the Registrant (the "Common
Stock") reserved for issuance under the Registrant's 1996 Long Term
Incentive Plan for Non- Employee Directors of The Cooper Companies, Inc.
(the "Plan") and 645,000 Rights to acquire shares of Series A Junior
Participating Preferred Stock of the Registrant attached to said shares
(computed at the rate of three Rights per share after giving effect to the
Registrant's one-for-three reverse stock split effectuated in September
1995). Of those shares, 7,393 shares of restricted stock, and options for
31,250 shares, have been issued to non-employee directors subject to
approval of the Plan by the stockholders of the Registrant. The
stockholders of the Registrant approved the Plan on March 27, 1996.
The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995;
(b) The Registrant's Current Reports on Form 8-K dated March 5, 1996
and May 30, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q for the Fiscal
Quarter ended January 31, 1996;
(d) The Registrant's Quarterly Report on Form 10-Q for the Fiscal
Quarter ended April 30, 1996; and
(e) The description of the Common Stock which is contained in the
Registrant's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on November 2, 1983 and
the description of the Registrant's Rights contained in the Registrant's
Registration Statement on Form 8-A filed under the Exchange Act on December 4,
1987.
All Documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
(Not Applicable)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
(Not applicable)
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Paragraph (b) of Article X of the Registrant's Certificate of
Incorporation provides that each person who was or is made a party to, or is
involved in, any action, suit or proceeding by reason of the fact that he or she
is or was a director, officer or employee of the Registrant (or was serving at
the request of the Registrant as a
II-1
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<PAGE>
director, officer, employee or agent for another entity) while serving in such
capacity shall, except in certain suits initiated by such persons, be
indemnified and held harmless by the Registrant, to the full extent authorized
by the Delaware General Corporation Law, as in effect (or, to the extent
authority for indemnification is broadened, as it may be amended) against all
expense, liability or loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts to be paid in settlement) reasonably
incurred by such person in connection therewith. Paragraph (b) further provides
that rights conferred thereby shall be contract rights and shall include the
right to be paid by the Registrant the expenses incurred in defending the
proceedings specified above, in advance of their final disposition, provided
that, if the Delaware General Corporation Law so requires, such payment shall
only be made upon delivery to the Registrant by the indemnified party of an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that the person receiving such payments is not entitled to be
indemnified under Paragraph (b) or otherwise. Paragraph (b) provides that the
Registrant may, by action of its Board of Directors, provide indemnification to
its agents with the same scope and effect as the foregoing indemnification of
directors, officers and employees.
Paragraph (b) provides that persons indemnified thereunder may bring
suit against the Registrant to recover unpaid amounts claimed thereunder, and
that if such suit is successful, the expense of bringing such suit shall be
reimbursed by the Registrant. Paragraph (b) further provides that while it is a
defense to such a suit that the person claiming indemnification has not met the
applicable standards of conduct making indemnification permissible under the
Delaware General Corporation law, the burden of proving the defense shall be on
the Registrant and neither the failure of the Registrant's Board of Directors to
have made a determination that indemnification is proper, nor an actual
determination by the Board of Directors that the claimant has not met the
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
Paragraph (b) provides that the right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may have
or acquire under any statute, provision of the Registrant's Certificate of
Incorporation or By-Laws, or otherwise.
Paragraph (b) also provides that the Registrant may maintain insurance,
at its expense, to protect itself and any of its directors, officers, employees
or agents against any expense, liability or loss, whether or not the Registrant
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
Finally, Paragraph (b) provides that the Registrant may enter into
indemnification contracts consistent with its provisions. However, the existence
of a contract is not a precondition to indemnification under Paragraph (b).
The Registrant maintains insurance covering its officers and directors
against certain liabilities incurred in their capacities as such, and the
Registrant is insured against any payments which it is obligated to make to such
persons pursuant to the foregoing indemnification provisions.
Article VII, Section 7 of the By-laws of the Registrant provides:
"This corporation shall indemnify, to the extent permitted by the
General Corporation Law of Delaware as amended from time to time, (a)
each of its present and former officers and Directors, and (b) each of
its present or former officers, Directors, agents or employees who are
serving or have served at the request of this corporation as an officer,
Director or partner (or in any similar position) of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or proceeding, whether by
or in the right of this corporation by a third party or otherwise, to
which such person is made a party or threatened to be made a party by
reason of such office in this corporation or in another corporation,
partnership, joint venture, trust or other enterprise. Such
indemnification shall inure to the benefit of the heirs, executors and
administrators of any indemnified person.
II-2
<PAGE>
<PAGE>
To the extent permitted by the General Corporation Law of Delaware,
under general or specific authority granted by the Board of Directors,
(a) this corporation by specific action of the Board of Directors may
furnish such indemnification to its agents and employees with respect to
their activities on behalf of this corporation; (b) this corporation by
specific action of the Board of Directors may furnish such
indemnification to each present or former officer, director, employee or
agent of a constituent corporation absorbed in a consolidation or merger
with this corporation and to each officer, director, agent or employee
who is or was serving at the request of such constituent corporation as
an officer, director, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise; and (c) this
corporation may purchase and maintain indemnification insurance on
behalf of any of the officers, directors, agents or employees whom it is
required or permitted to indemnify as provided in this Article."
Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation, subject to certain limitations, to indemnify a director
or officer against expenses (including attorneys' fees, judgments, fines, and
certain settlements) actually and reasonably incurred by him in connection with
any suit or proceeding to which he is, by reason of the fact that he is a
director or officer, a party, so long as he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to a criminal action or proceeding, so long as he
had no reasonable cause to believe his conduct to have been unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
(Not applicable)
ITEM 8. EXHIBITS
Exhibit No. Description
4.1 Restated Certificate of Incorporation, as amended,
incorporated by reference to Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3
(No. 33-17330).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation dated September 21, 1995, incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended October 31, 1995.
4.3 Amended and Restated By-Laws of the Registrant,
incorporated by reference to Exhibit 3.2 to the
Registrant's Report on Form 8-A dated January 18, 1994.
4.4 Rights Agreement, dated as of October 29, 1987, between
the Registrant and The First National Bank of Boston,
incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K (File No. 1-8597)
dated October 29, 1987.
4.5 Amendment No. 1 to the Rights Agreement, dated as of June
14, 1993, between the Registrant and The First National
Bank of Boston, incorporated by reference to Exhibit 10.4
to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1993.
4.6 Amendment No. 2 to the Rights Agreement, dated as of
January 16, 1995, between the Registrant and The First
National Bank of Boston, incorporated by reference to
Exhibit 4.6 to the Registrant's Annual Report on 10-K
for the fiscal year ended October 31, 1994.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (Incorporated in Exhibit 5).
II-3
<PAGE>
<PAGE>
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on page II-5 of this
Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California, on the 28th day of
August, 1996.
THE COOPER COMPANIES, INC.
By: /s/ Carol R. Kaufman
---------------------------------
Carol R. Kaufman
Vice President of Legal Affairs
and Chief Administrative Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carol R. Kaufman and Robert S.
Weiss with full power of substitution and full power to act without the other,
his true and lawful attorney-in-fact and agent to act for him in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully, to all intents
and purposes, as they or he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ A. Thomas Bender
- ---------------------------- President, Chief Executive August 28, 1996
A. Thomas Bender Officer and Director
(Principal Executive Officer)
/s/ Robert S. Weiss
- ----------------------------- Executive Vice President, August 28, 1996
Robert S. Weiss Treasurer and Chief Financial
Officer and Director (Principal
Financial Officer)
II-5
<PAGE>
<PAGE>
/s/ Stephen C. Whiteford Vice President and Corporate August 28, 1996
- ------------------------------ Controller (Principal Accounting
Stephen C. Whiteford Officer
/s/ Allan E. Rubenstein, M.D. Chairman of the Board of August 28, 1996
- ------------------------------ Directors
Allan E. Rubenstein, M.D.
/s/ Mark A. Filler Director August 28, 1996
- ------------------------------
Mark A. Filler
/s/ Michael H. Kalkstein Director August 28, 1996
- -----------------------------
Michael H. Kalkstein
/s/ Donald Press Director August 28, 1996
- -----------------------------
Donald Press
/s/ Moses Marx Director August 28, 1996
- -----------------------------
Moses Marx
/s/ Steven Rosenberg Director August 28, 1996
- -----------------------------
Steven Rosenberg
II-6
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ---------------- ------------------------------------------------------
4.1 Restated Certificate of Incorporation, as amended,
incorporated by reference to Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3 (No.
33-17330).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation dated September 21, 1995, incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended October 31, 1995.
4.3 Amended and Restated By-Laws of the Registrant, incorporated
by reference to Exhibit 3.2 to the Registrant's Report on
Form 8-A dated January 18, 1994.
4.4 Rights Agreement, dated as of October 29, 1987, between the
Registrant and The First National Bank of Boston,
incorporated by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K (File No. 1-8597) dated October
29, 1987.
4.5 Amendment No. 1 to the Rights Agreement, dated as of June
14, 1993, between the Registrant and The First National Bank
of Boston, incorporated by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1993.
4.6 Amendment No. 2 to the Rights Agreement, dated as of January
16, 1995, between the Registrant and the First National Bank
of Boston, incorporated by reference to Exhibit 4.6 to the
Registrant's Annual Report on 10-K for the fiscal year ended
October 3, 1994.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (Incorporated in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on page II-5 of this
Registration Statement).
II-7
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<PAGE>
[LETTERHEAD OF LATHAM & WATKINS]
August 28, 1996
The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Pleasanton, CA 94588
Re: The Cooper Companies, Inc.
215,000 shares of Common Stock, par value $.10 per share
---------------------------------------------------------
Ladies/Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 215,000 shares of common stock, par
value $.10 per share (the "Common Stock") of The Cooper Companies, Inc. (the
"Company"), and rights (the "Rights") to acquire 645,000 shares of Series A
Junior Participating Preferred Stock of the Company ("Preferred Stock") attached
to said shares, issued and issuable under the 1996 Long Term Incentive Plan for
Non-Employee Directors of The Cooper Companies, Inc. (the "Plan") by the Company
on Form S-8 filed with the Securities and Exchange Commission on August 28, 1996
(the "Registration Statement"), you have requested our opinion with respect to
the matters set forth below. The Company has issued 7,393 shares of Common Stock
of the Company (the "Issued Shares") under the Plan. Rights to acquire 22,179
shares of Preferred Stock are attached to the Issued Shares (the "Issued
Rights"). 207,607 shares of Common Stock of the Company (the "Plan Shares") are
issuable under the Plan and such shares have attached rights to acquire 622,821
shares of Preferred Stock (the "Unissued Rights").
In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares and the attached Rights. In addition, we have made such legal and
factual examinations and inquiries as we have deemed necessary or appropriate
for purposes of this opinion.
<PAGE>
<PAGE>
The Cooper Companies, Inc.
August 28, 1996
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters.
We are opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of any other laws, or as to any matters of municipal law or the laws of
any other local agencies within the state.
Subject to the foregoing, it is our opinion that, as of the
date hereof:
1. The Issued Shares have been duly authorized and are
validly issued, fully paid and non-assessable.
2. The Plan Shares have been duly authorized, and upon
issuance, delivery and payment therefor in the manner contemplated by the Plan,
and assuming the Company completes all actions and proceedings required on its
part to be taken prior to the issuance and delivery of the Plan Shares pursuant
to the terms of the Plan, including, without limitation, collection of required
payment for the Plan Shares, the Plan Shares will be validly issued, fully paid
and non-assessable.
3. The Issued Rights have been duly authorized and are validly
issued.
4. The Unissued Rights have been duly authorized for issuance
and, upon their issuance in the manner contemplated by the Rights Agreement
dated as of October 29, 1987 between the Company and The First National Bank of
Boston, as amended by Amendment No. 1 to Rights Agreement dated as of June 14,
1993 and Amendment No. 2 to Rights Agreement dated as of January 16, 1995 (as
amended, the "Rights Agreement"), and assuming the Company completes all actions
and proceedings required on its part to be taken prior to the issuance of the
Unissued Rights pursuant to the terms of the Rights Agreement, the Unissued
Rights will be validly issued.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
The Cooper Companies, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of The Cooper Companies, Inc. of our reports dated December 11, 1995,
relating to the consolidated balance sheets of The Cooper Companies, Inc. and
subsidiaries as of October 31, 1995 and 1994 and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for each
of the years in the three-year period ended October 31, 1995, and all related
schedules, and the consolidated balance sheets of Hospital Group of America,
Inc. and subsidiaries as of October 31, 1995 and 1994 and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for each of the years in the three-year period ended October 31, 1995, and
related schedule, and of our report dated December 4, 1995 related to the
balance sheets of CooperSurgical, Inc. as of October 31, 1995 and 1994 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for each of the years in the three-year period ended October 31, 1995, and
related schedule, which reports appear in the October 31, 1995 Annual Report on
Form 10-K of The Cooper Companies, Inc.
KPMG Peat Marwick LLP
San Francisco, California
August 26, 1996
<PAGE>
