<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1998
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 6140 Stoneridge Mall Road 94-2657368
(State or other jurisdiction of Suite 590 (I.R.S. Employer
incorporation or organization) Pleasanton, California 94588 Identification Number)
(Address of principal executive offices)
Registrant's telephone number including area code:
(925) 460-3600
</TABLE>
-----------------------------
THE COOPER COMPANIES, INC.
1998 LONG TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
-----------------
CAROL R. KAUFMAN
VICE PRESIDENT OF LEGAL AFFAIRS, SECRETARY AND
CHIEF ADMINISTRATIVE OFFICER
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588
(925) 460-3600
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price (2) Fee (2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.10 par value 1,000,000 $34.16 $34,160,000 $10,077.20
- -----------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 1,000,000 (3) (3) (3)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under The Cooper Companies, Inc. 1998
Long Term Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of the Registrant's Common Stock.
(2) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) (the average ($34.16) of the high ($34.75) and low ($33.5625)
prices for the Company's Common Stock quoted on the New York Stock
Exchange, Inc. on July 7, 1998).
(3) Rights to acquire shares of the Registrant's Series A Junior Participating
Preferred Stock are attached to and trade with the Common Stock. Value
attributable to such Rights, if any, is reflected in the market price of
the Common Stock.
<PAGE>
<PAGE>
PART I
EXPLANATORY NOTES
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plan as
required by the Securities Act of 1933, as amended (the "Securities Act") Rule
428(b). Such documents are not being filed as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.
This Registration Statement covers 1,000,000 shares of common
stock, par value $.10 per share, of The Cooper Companies, Inc., a Delaware
corporation (the "Company," also referred to herein as the "Registrant")
reserved for issuance under The Cooper Companies, Inc. 1998 Long Term Incentive
Plan and 1,000,000 Rights to acquire an aggregate of 10,000 shares of Series A
Junior Participating Preferred Stock of the Registrant attached to such shares.
I-1
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by the
Company are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1997; the Company's Amendment to Annual Report on Form
10-K/A for the fiscal year ended October 31, 1997;
(b) The portions of the Company's Annual Report to Stockholders for the
fiscal year ended October 31, 1997 that have been incorporated by
reference into the Form 10-K;
(c) The portions of the Company's Proxy Statement for the Company's April 2,
1998 Annual Meeting of stockholders that have been incorporated by
reference into the Form 10-K;
(d) The Company's Quarterly Reports on Form 10-Q for each of the periods
ended January 31, 1998 and April 30, 1998; the Company's Amendment to
Quarterly Report on Form 10-Q/A for period ended January 31, 1998;
(e) The Company's Current Reports on Form 8-K filed on November 24, 1997,
December 15, 1997, December 17, 1997, February 13, 1998, February 26,
1998, February 27, 1998 and June 9, 1998;
(f) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed October 28, 1983; and
(g) The description of the Preferred Stock Purchase Rights contained in the
Company's Registration Statement on Form 8-A filed November 3, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities and Exchange Act of 1934, as amended, after the date
of this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statements. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
II-1
<PAGE>
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Subsection (b)(7) of Section 102
of the Delaware General Corporation Law (the "DGCL") enables a corporation in
its original certificate of incorporation or an amendment thereto to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.
Article X of the Company's Certificate of Incorporation, as amended,
provides that a director shall not be liable to the Company or its stockholders
for monetary damages for breach of duty as a director, except under the
circumstances listed in (i) through (iv) above and further provides that if the
DGCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, the liability of a director of the Company
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided further that such director or officer had no reasonable cause to
believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such director
II-2
<PAGE>
<PAGE>
or officer is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for, by, or granted pursuant to Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Paragraph (b) of Article X of the Company's Certificate of
Incorporation, as amended, provides that each person who was or is made a party
to or is threatened to be made party to, or is otherwise involved in, any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she is or was a director, officer or employee of the Company (or
was serving at the request of the Company as a director, officer, employee or
agent for another entity) while serving in such capacity shall, except in
certain lawsuits initiated by such persons, be indemnified and held harmless by
the Company, to the full extent authorized by the DGCL, as in effect (or, to the
extent authority for indemnification is broadened, as it may be amended) against
all expense, liability or loss (including, without limitation, 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 Company the expenses
incurred in defending the proceedings specified above, in advance of their final
disposition, provided that, if the DGCL so requires, such payment shall only be
made upon delivery to the Company 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 Company 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 Company to recover unpaid amounts claimed thereunder, and
that if such suit is successful, the expense of bringing such suit shall be
reimbursed by the Company. 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
DGCL, the burden of proving the defense shall be on the Company and neither the
failure of the Company'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 Company's Certificate of
Incorporation or By-Laws, or otherwise.
II-3
<PAGE>
<PAGE>
Paragraph (b) also provides that the Company 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 Company would
have the power to indemnify such person against such expense, liability or loss
under the DGCL.
Finally, Paragraph (b) provides that the Company may enter into
indemnification contracts consistent with its provisions. However, the existence
of a contract is not a precondition to indemnification under Paragraph (b).
Article VII, Section 7 of the By-Laws of the Company provides:
"The 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 attorneys' 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.
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."
The Company maintains insurance covering itself and its officers and
directors against certain liabilities incurred in their capacities as such.
II-4
<PAGE>
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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 Certificate of Designations of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc., incorporated by reference to
Exhibit 4.0 to the Registrant's Current Report on Form 8-K dated October
29, 1997.
4.4 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.
4.5 Rights Agreement, dated as of October 29, 1997, between the Registrant
and American Stock Transfer & Trust Company, incorporated by reference
to Exhibit 4.0 to the Registrant's Current Report on Form 8-K dated
October 29, 1997.
4.6 The Cooper Companies, Inc. 1998 Long Term Incentive Plan, incorporated
by reference to the Registrant's Proxy Statement on Form 14A filed on
February 18, 1998.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Independent Auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney.
II-5
<PAGE>
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned 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;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 this Registration
Statement shall be deemed to be a new registration statement relating to
II-6
<PAGE>
<PAGE>
the securities offered herein, 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 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 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-7
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, California, on the 10th day of July 1998.
THE COOPER COMPANIES, INC.
By: /s/ Carol R. Kaufman
-----------------------------------------
Carol R. Kaufman
Vice President of Legal Affairs and Chief
Administrative Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 10TH DAY OF JULY 1998.
<TABLE>
<S> <C>
A. THOMAS BENDER* President, Chief Executive Officer and
- --------------------------------------- Director (Principal Executive Officer)
(A. Thomas Bender)
ROBERT S. WEISS* Executive Vice President, Treasurer, Chief
- --------------------------------------- Financial Officer and Director (Principal
(Robert S. Weiss) Financial Officer)
STEPHEN C. WHITEFORD* Vice President and Corporate Controller
- --------------------------------------- (Principal Accounting Officer)
(Stephen C. Whiteford)
ALLAN E. RUBENSTEIN*
- --------------------------------------- Chairman of the Board of Directors
(Allan E. Rubenstein)
- --------------------------------------- Director
(Michael H. Kalkstein)
DONALD PRESS*
- --------------------------------------- Director
(Donald Press)
MOSES MARX*
- --------------------------------------- Director
(Moses Marx)
STEVEN ROSENBERG*
- --------------------------------------- Director
(Steven Rosenberg)
STANLEY ZINBERG*
- --------------------------------------- Director
(Stanley Zinberg)
</TABLE>
*By: /s/ Carol R. Kaufman
-----------------------------------
Carol R. Kaufman - Attorney-in-Fact
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC.
EXHIBIT INDEX
Description of Exhibit
- --------------------------------------------------------------------------------
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 Certificate of Designations of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc., incorporated by reference to
Exhibit 4.0 to the Registrant's Current Report on Form 8-K dated October
29, 1997.
4.4 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.
4.5 Rights Agreement, dated as of October 29, 1997, between the Registrant
and American Stock Transfer & Trust Company, incorporated by reference
to Exhibit 4.0 to the Registrant's Current Report on Form 8-K dated
October 29, 1997.
4.6 The Cooper Companies, Inc. 1998 Long Term Incentive Plan, incorporated
by reference to the Registrant's Proxy Statement on Form 14A filed on
February 18, 1998.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Independent Auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney.
<PAGE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
July 10, 1998
The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Pleasanton, California 94588
Re: The Cooper Companies, Inc.
1,000,000 shares of Common Stock, $0.10 par value per share
Ladies and Gentlemen:
In connection with the registration of an aggregate of 1,000,000 shares
of common stock of The Cooper Companies, Inc., a Delaware corporation (the
"Company"), par value $.10 per share (the "Shares") issuable under The Cooper
Companies, Inc. 1998 Long Term Incentive Plan (the "Plan") and 1,000,000 rights
to acquire an aggregate of 10,000 shares of Series A Junior Participating
Preferred Stock of the Company attached to said Shares (the "Rights"), under the
Securities Act of 1933, as amended (the "Act"), on Form S-8 filed with the
Securities and Exchange Commission on the date hereof, you have requested our
opinion with respect to the matters set forth below.
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.
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.
<PAGE>
<PAGE>
The Cooper Companies, Inc.
July 10, 1998
Page 2
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 maters 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 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 Shares pursuant to the terms of the
Plan, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and non-assessable.
2. The Rights have been duly authorized for issuance and, assuming the
Shares bear the legend required by the Rights Agreement dated as of October 29,
1997 between the Company and American Stock Transfer & Trust Company, the 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
LATHAM & WATKINS
<PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
The Cooper Companies, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
San Francisco, California
July 7, 1998
<PAGE>
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned persons hereby
constitutes and appoints Carol R. Kaufman and Robert S. Weiss, and each of them
singly, his true and lawful attorney-in-fact and agent to act for him in his
name, place, and stead, and in any and all of his offices and capacities with
The Cooper Companies, Inc., to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and each of the undersigned hereby ratifies
and confirms all that each of said attorneys-in-fact may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.
SIGNATURE DATE
- --------- ----
/s/ A. Thomas Bender
- --------------------------------------- July 9, 1998
A. Thomas Bender
/s/ Robert S. Weiss
- --------------------------------------- July 9, 1998
Robert S. Weiss
/s/ Stephen C. Whiteford
- --------------------------------------- July 9, 1998
Stephen C. Whiteford
/s/ Allan E. Rubenstein
- --------------------------------------- July 9, 1998
Allan E. Rubenstein
- --------------------------------------
Michael H. Kalkstein
/s/ Donald Press
- --------------------------------------- July 9, 1998
Donald Press
/s/ Moses Marx
- --------------------------------------- July 9, 1998
Moses Marx
/s/ Steven Rosenberg
- --------------------------------------- July 9, 1998
Steven Rosenberg
/s/ Stanley Zinberg
- --------------------------------------- July 9, 1998
Stanley Zinberg
