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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 1998
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-8597 94-2657368
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588
(Address of principal executive offices)
(925) 460-3600
(Registrant's telephone number, including area code)
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ITEM 5. Other Events.
On October 2, 1998, The Cooper Companies, Inc. (the "Company") issued a press
release announcing it expects to record several adjustments affecting net income
in its fourth quarter and fiscal year ending October 31, 1998. This release is
filed as an exhibit hereto and is incorporated by reference herein.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
No. Description
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99.1 Press Release dated October 2, 1998 of The Cooper Companies, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE COOPER COMPANIES, INC.
By /s/ Stephen C. Whiteford
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Stephen C. Whiteford
Vice President and
Corporate Controller
(Principal Accounting Officer)
Dated: October 6, 1998
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EXHIBIT INDEX
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Exhibit Sequentially
No. Description Numbered Page
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99.1 Press Release dated October 2, 1998 of The Cooper
Companies, Inc.
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Contact: Norris Battin
[email protected]
COOPER COMPANIES EXPECTS FOURTH QUARTER FISCAL 1998 AND FULL YEAR NET
EARNINGS ADJUSTMENTS
Irvine, Calif., October 2, 1998 --The Cooper Companies, Inc.
(NYSE/PCX: COO) said today that it expects to record several adjustments
affecting net income in its fourth quarter and fiscal year ending October 31.
These adjustments would cause Cooper's results to differ from analysts'
consensus earnings expectations.
The first charge would relate to the divestiture of Cooper's Hospital
Group of America (HGA) unit. Cooper previously announced plans to divest all or
a portion of HGA in an orderly manner, recognizing that it would anticipate
taking a book loss if the unit is sold. Management feels it is realistic to
believe that a decision to sell all or a portion of HGA and take the book loss
will be made in this fiscal year.
The second charge relates to CooperVision (CVI), the contact lens unit.
It would involve a provision for certain costs associated with the integration
of CVI's contact lens manufacturing facilities in Rochester, N. Y. with those in
Southampton, England. The latter were acquired when Cooper purchased British
contact lens manufacturer Aspect Vision Care, Ltd. last December.
The third entry would involve a tax credit resulting from substantially
reducing the valuation allowance on the deferred tax asset associated with
Cooper's net operating loss carry forwards.
The net amount of these three adjustments will not be finalized until
year-end results are reported on December 14, 1998, although the deferred tax
credit is expected to exceed the total of the HGA and CVI charges.
A. Thomas Bender, Cooper's president and chief executive officer, said,
"Successfully exiting HGA would make Cooper a pure medical device company with
CooperVision in eyecare and CooperSurgical in women's healthcare. As we head
into fiscal 1999, I'm confident that we can achieve analysts' expectations for
sales and operating income for these two strategic businesses. Although the
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costs of integrating Aspect have been greater than anticipated, the activities
to streamline CVI's manufacturing resulting in the charges will allow us to more
rapidly achieve the cost reductions we anticipated across our contact lens
product line when we acquired Aspect."
Also, earnings per share for the reporting period will be favorably
impacted by the results of Cooper's recently announced program to buy back up to
one million shares of its common stock. To date, the Company has purchased more
than two hundred seventy-five thousand shares at an average price of $17.35 per
share under this program.
Forward-Looking Statements
Statements in this release that are not based on historical fact may be
"forward-looking statements" as defined by the Private Securities Litigation
Reform Act of 1995. They include words like "may", "will", "expect", "estimate",
"anticipate", "continue" or similar terms and reflect the Company's current
analysis of existing trends. Actual results could differ materially from those
indicated due to: major changes in business conditions and the economy, loss of
key senior management, major disruptions in the operations of the Company's
manufacturing facilities or hospitals, new competitors or technologies,
significant disruptions caused by the failure of third parties to address the
Year 2000 issue, acquisition integration costs, foreign currency exchange
exposure, investments in research and development and other start-up projects,
dilution to earnings per share from stock issuance or acquisitions, regulatory
issues, changes in reimbursement rates and payor mix, significant environmental
clean-up costs more than those already accrued, litigation costs, costs of
business divestitures, and items listed in the Company's SEC reports, including
the section entitled "Business " in its Annual Report on Form 10-K for the year
ended October 31, 1997.
The Cooper Companies, Inc. develops, manufactures and markets specialty
healthcare products and services. Corporate offices are located in Irvine and
Pleasanton, Calif. CooperVision, headquartered in Irvine, Calif., with
manufacturing facilities in Huntington Beach, Calif., Rochester, N.Y., Toronto,
Canada and Southampton, England, markets a broad range of contact lenses for the
vision care market. CooperSurgical, headquartered in Shelton, Conn., markets
diagnostic and surgical instruments, equipment and accessories for the
gynecological market. Hospital Group of America, provides psychiatric services
through facilities in Delaware, Illinois, Indiana and New Jersey and satellite
locations.
NOTE: A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data. The Company's
Internet address is www.coopercos.com.
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