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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 25, 1998
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THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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)
(510) 460-3600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On February 25, 1998, The Cooper Companies, Inc. (the "Company") completed the
purchase for $10 million a 10% equity position in Litmus Concepts, Inc. and
obtained the exclusive U.S. and Canadian license rights for the women's
healthcare professional market to four patented diagnostic tests that comprise
the FemExam'r' TestCard'tm' System. The agreement to purchase was announced in a
press release issued on February 23, 1998. This release is filed as an exhibit
hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
No. Description
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99.1 Press Release dated February 23, 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/ Robert S. Weiss
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Robert S. Weiss
Executive Vice President, Treasurer
and Chief Financial Officer
Dated: February 27, 1998
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as................................'tm'
The registered trademark symbol shall be expressed as......................'r'
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EXHIBIT INDEX
Exhibit Sequentially
No. Description Numbered Page
- ------- ----------- -------------
99.1 Press Release dated February 23, 1998 of The Cooper
Companies, Inc.
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CONTACT:
NORRIS BATTIN
THE COOPER COMPANIES, INC.
714/597-4700 OR 888/822-2660
714/673-4299 (HOME)
[email protected]
FOR IMMEDIATE RELEASE
COOPER COMPANIES WOMEN'S HEALTHCARE UNIT TO ENTER DIAGNOSTIC
TESTING MARKET WITH FAMILY OF LOW-COST POINT OF CARE PRODUCTS
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SHELTON, Conn., February 23, 1998 - The Cooper Companies, Inc.,
(NYSE/PCX: COO) announced today that it had entered into an agreement to
purchase for $10 million a 10% equity position in Litmus Concepts, Inc. (LCI)
and to obtain the exclusive U. S. and Canadian license rights for the women's
healthcare professional market to four novel, patented, cost effective
diagnostic tests that comprise the FemExam'r' TestCard'tm' System. These tests,
used primarily in the physician's office, rapidly and economically screen and
diagnose common vaginal infections such as bacterial vaginosis, yeast and
trichomonasis. They are designed to replace current testing practices that are
difficult, costly and inconvenient to perform. Industry estimates of the
potential for vaginitis testing in the United States approach 125 million tests
annually. CooperSurgical (CSI), the Company's women's healthcare unit, will
market the products.
"This entry into diagnostic testing is another move in the execution of
our strategy to consolidate, integrate and build critical mass in the women's
healthcare market through acquisition and internal product development," said
Nicholas J. Pichotta, President and CEO of CooperSurgical. "Even with only
modest market penetration, we expect that these innovative tests can add, over
the next three to five years, between $30 and $50 million in cumulative revenue
to our business," Pichotta added. CSI plans to launch the two FDA cleared tests
during 1998 and the other two tests during 1999 after FDA clearance of the
510(k) applications. As introducing the tests will require significant up-front
marketing costs, the products are not expected to be accretive until their
second year on the market. Cooper is, however, comfortable with current
analysts' earnings estimates for its 1998 fiscal year.
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Litmus Concepts, Inc., located in Santa Clara, California, develops and
manufactures proprietary, easy to use, cost effective, on-site tests which
address a range of professional and consumer markets. These include women's
healthcare, periodontal disease, animal health, asthma, microbial detection and
identification for use in food and environmental testing and antibiotic
susceptibility testing. Litmus Concepts' high speed, efficient manufacturing
facility can produce tests in high volume.
Unlike other areas of medicine such as cardiology where diagnostic tests
proliferate, few advances have been made in diagnostic products for common
vaginal infections that afflict 75% of all women at some time in their lives.
Recent studies have demonstrated that bacterial vaginosis is not a benign or
"nuisance" condition. Serious clinical complications associated with this often
asymptomatic disease include endometritis, post-surgical gynecological
infections, an increased risk of pelvic inflammatory disease, amniotic fluid
infections, premature rupture of amniotic membranes and pre-term, low-birth
weight infants. According to industry estimates, the cost to treat these
conditions approaches $10 billion annually in the United States alone.
Currently there are no easy, objective, economical office tests to help
physicians diagnose vaginal infections. Today, clinicians diagnose these
infections with a combination of pH measurement, subjective vaginal fluid amine
evaluation, microscopy, culture and symptom evaluation. These methods are often
inconvenient, subjective and costly.
The FemExam TestCard System requires no culturing or microscopic
examination and provides results almost immediately. The testing technology is
contained on a disposable card the size of a credit card. The tests are
performed by collecting vaginal fluid with a cotton swab and wiping it across
the reagent section of the FemExam card. No capital equipment or outside
laboratory is needed. While a typical vaginosis test performed at an outside
laboratory costs about $25.00 to $30.00, the FemExam TestCards are expected to
cost under $10.00, significantly reducing the cost to the healthcare system for
these procedures and encouraging extensive usage, including screening.
The first test to be introduced is the FemExam pH and Amine TestCard, a
colorimetric test that screens for bacterial vaginosis. This "yes" or "no"
device combines two tests indicative of bacterial infectious vaginosis on one
low-cost card. Later this year, CSI expects to launch the FemExam Gardnerella
Vaginalis TestCard that detects within 10 minutes the presence of G. vaginalis,
the most common organism associated with bacterial vaginosis. CSI expects to
launch two additional TestCards in 1999 following FDA clearance: the
FemExam-Yeast TestCard that detects Candida spp., a yeast that is the second
most common form of infectious vaginitis and the FemExam Trichomoniasis TestCard
that detects Trichomonas vaginalis, another common cause of vaginal infection.
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Under the agreement, Cooper has the right of first refusal to all tests
developed for the professional gynecology market in the U.S. and Canada and
worldwide for the ophthalmology market.
QED Technologies, a healthcare consulting firm, assists CooperSurgical
in identifying opportunities to commercialize technologies. They acted as an
advisor in this transaction.
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and
market specialty healthcare products and services. Corporate offices are located
in Irvine and Pleasanton, Calif. CooperSurgical, Inc., headquartered in Shelton,
Conn., markets diagnostic and surgical instruments, equipment and accessories
for the gynecological market. CooperVision, Inc., 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. Hospital Group of America, Inc. provides
psychiatric services through hospitals in New Jersey, Delaware, Illinois and
Indiana and satellite locations near these facilities.
Statements in this press release that are not based on historical fact
may be "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements use forward-looking terminology
such as "may", "will", "expect", "estimate", "anticipate", "continue" or similar
terms.
Actual results could differ materially from those contained in the
forward-looking statements due to: major changes in business conditions and the
economy in general, loss of key members of senior management, prolonged
disruption in the operations of the Company's manufacturing facilities or
hospitals, inroads by new competitors or technologies, costs to integrate
acquisitions, potential foreign exchange exposure, decisions to invest in
research and development and other start-up projects, dilution to earnings per
share associated with acquisitions or stock issuance, regulatory issues,
unexpected changes in reimbursement rates and payor mix, environmental clean-up
costs above those already accrued, litigation, decisions to divest businesses
and factors listed from time to time in the Company's SEC reports, including the
section entitled "Business" in the Company's Annual Report on Form 10-K for the
year ended October 31, 1997.
NOTE: A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data for The Cooper
Companies. Cooper's World Wide Web address is www.coopercos.com
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