<PAGE>
================================================================================
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): December 8, 1999
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-8597 94-2657368
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
</TABLE>
6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588
(Address of principal executive offices)
(925) 460-3600
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS.
On December 8, 1999, The Cooper Companies, Inc. (the "Company") issued a press
release announcing that its CooperSurgical ("CSI") unit had completed the
purchase of a group of women's health care products from BEI Medical Systems
Company, Inc. (NASDAQ: BMED).
On December 13, 1999, the Company issued a press release announcing its fiscal
fourth quarter and 1999 results.
On December 14, 1999, the Company issued a press release announcing that CSI
had agreed to purchase certain assets of Leisegang Medical, Inc., a leading
designed and manufacturer of precision instrumentation for the women's
healthcare market.
These three press releases are filed as exhibits to and incorporated by
reference into this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- ------------
<S> <C>
99.1 Press Release dated December 8, 1999 of The Cooper Companies, Inc.
99.2 Press Release dated December 13, 1999 of The Cooper Companies, Inc.
99.3 Press Release dated December 14, 1999 of The Cooper Companies, Inc.
</TABLE>
<PAGE>
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
--------------------------------
Stephen C. Whiteford
Vice President and
Corporate Controller
(Principal Accounting Officer)
Dated: December 17, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered Page
--- ----------- -------------
<S> <C> <C>
99.1 Press Release dated December 8, 1999 of
The Cooper Companies, Inc.
99.2 Press Release dated December 13, 1999 of
The Cooper Companies, Inc.
99.3 Press Release dated December 14, 1999 of
The Cooper Companies, Inc.
</TABLE>
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as.................................'TM'
The registered trademark symbol shall be expressed as...................... 'r'
<PAGE>
[LETTERHEAD]
CONTACT: EXHIBIT 99.1
Norris Battin
The Cooper Companies, Inc.
E-mail: [email protected]
FOR IMMEDIATE RELEASE
COOPER COMPANIES' UNIT COMPLETES ACQUISITION OF WOMEN'S
HEALTHCARE PRODUCTS
IRVINE, Calif., December 8, 1999 - The Cooper Companies, Inc. (NYSE/PCX: COO)
announced today that its CooperSurgical (CSI) women's healthcare unit has
completed the of purchase of a group of women's healthcare products from BEI
Medical Systems Company, Inc. (NASDAQ:BMED) for approximately $10.5 million. The
products generate annual revenue of about $8 million. Cooper expects that the
transaction will be accretive to fiscal 2000 earnings.
The acquired products include well-known brands of uterine manipulators and
other products for the gynecological surgery market. Physicians use these
products both in their offices and in hospitals. The majority of them are
disposable.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. To identify forward-looking
statements, look for words like "believes," "expects," "may," "will," "should,"
"seeks," "approximately," "intends," "plans," "estimates" or "anticipates", and
similar words or phrases. Discussions of strategy, plans or intentions often
contain forward-looking statements. These, and all forward-looking statements,
necessarily depend on assumptions, data or methods that may be incorrect or
imprecise.
Events, among others, that could cause actual results and future actions to
differ materially from those described by or contemplated in the forward-looking
statements include major changes in business conditions and the economy, loss of
key senior management, major disruptions in the operations of Cooper's
manufacturing facilities, new competitors or technologies, significant
disruptions caused by third parties failing to address the year 2000 issue or by
problems with our year 2000 compliance program, acquisition integration costs,
foreign currency exchange exposure, investments in research and development and
other start-up projects, dilution to earnings per share from acquisitions or
issuing stock, regulatory issues, significant environmental clean-up costs above
those already accrued, litigation costs, costs of business divestitures, and
other factors described in Cooper's Securities and Exchange Commission filings,
including the "Business" section in our Annual Report on Form 10-K for the year
ended October 31, 1998.
<PAGE>
Cooper cautions investors not to rely unduly on forward-looking statements. They
reflect our analysis only on their stated date or the date of this press
release.
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products. CooperSurgical, Inc., headquartered in Shelton,
Conn., markets diagnostic products, surgical instruments 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 Hamble, England, markets a broad range of contact lenses for the
vision care market. Corporate offices are located in Irvine and Pleasanton,
Calif. A toll free interactive telephone system at 1-800-334-1986 provides stock
quotes, recent press releases and financial data. cooper's web address is
www.coopercos.com.
Page 7
<PAGE>
[LETTERHEAD]
CONTACT: EXHIBIT 99.2
Norris Battin
The Cooper Companies, Inc.
E-mail: [email protected]
FOR IMMEDIATE RELEASE
THE COOPER COMPANIES REPORTS FISCAL FOURTH QUARTER
AND 1999 RESULTS
Fourth Quarter EPS More than Triples to 53 Cents
Toric Market Share Gains Continue
1999 EPS Up 69%; Revenue Rises 12%
IRVINE, Calif., Dec. 13, 1999 -- The Cooper Companies, Inc. (NYSE/PCX: COO)
today reported results for its 1999 fourth quarter and fiscal year ended October
31, 1999. Revenue in the fourth quarter of 1999 was $45.2 million, 11% above the
fourth quarter of 1998. For the 1999 fiscal year, revenue increased 12% to
$165.3 million. Earnings per share from continuing operations for the fourth
quarter of 1999 more than tripled to 53 cents versus a comparable fully taxed
pro forma 16 cents in the fourth quarter of 1998. For the fiscal year, earnings
per share from continuing operations were up 69% to $1.54 compared with pro
forma earnings of 91 cents per share reported for fiscal 1998.
Cash flow per share (pretax income from continuing operations plus depreciation
and amortization) rose 136% to 92 cents, up from the 39 cents reported in the
fourth quarter of 1998, and 46% to $2.82 in fiscal 1999, up from $1.93 for
fiscal 1998. The tax rate for fiscal 1999 was 32.7%.
Commenting on Cooper's 1999 results, A. Thomas Bender, chief executive officer
said, "This was a challenging but satisfying year for us. Specialty contact
lenses continued to show strong growth with CooperVision's toric product lines
leading the way. Our gross margins improved in each quarter, reaching 68% of
revenue in the fourth quarter. In the worldwide contact lens market, however,
the spherical lens segment continued to move toward commoditization, and some
market observers exaggerated the negative effect of laser vision correction on
contact lens usage, lowering the attractiveness of the industry to investors."
Page 8
<PAGE>
COOPERVISION (CVI)
Revenue and Market Share
CVI's worldwide core contact lens business - all revenue except OEM sales to
other contact lens manufacturers - continues to outpace the global contact lens
market. For the fourth quarter, CVI's core revenue grew 18%, and for the fiscal
year is up 16%, well ahead of the estimated 6% global market growth. U.S.
revenue, about two-thirds of CVI's worldwide contact lens business, grew 22%
during the quarter and 18% for the fiscal year. OEM sales of $2 million were
down 38% in the quarter and fell 4% year to year.
COOPERVISION REVENUE ANALYSIS
<TABLE>
<CAPTION>
Change vs Fiscal Change vs
Segment Q4 1999 % Total Q4 1998 1999 % Total Fiscal 1998
- -------- -------- ------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
U.S. $23.8 64% 22% $ 82.9 61% 18%
International 11.8 31% 10% 44.3 33% 11%
----- ---- ------ ----
Core Business 35.6 95% 18% 127.2 94% 16%
OEM 2.0 5% (38%) 8.8 6% (4%)
----- ---- ------ ----
Total $37.6 100% 12% $136.0 100% 14%
===== ==== ====== ====
</TABLE>
CVI's core product sales in the U.S. grew 22% in the fourth quarter and 18% in
the fiscal year. In contrast, the U.S. contact lens market, as measured by the
contact lens industry market research audit for the third calendar quarter, grew
4% during the first nine months of the calendar year. CVI believes that it
gained almost a full market share point in the U.S. during this period.
International core revenue--sales in countries outside the United States plus
exports from the U.S.--grew 10% during the quarter and are up 11% over the prior
year.
"We believe," said Bender, "that CVI leads all manufacturers of toric contact
lenses in the U.S. with about 30% of the total toric market, five share points
above our position at this time last year. CVI's total U.S. toric lens business
grew 31% in the fourth quarter and 26% for the year, while the calendar
nine-months toric market grew only 4%." Toric lenses accounted for about 18% of
all U.S. contact lens revenue in the nine-month audit period ended September 30,
1999.
The disposable-planned replacement (DPR) toric market grew about 20% through
September 1999 and continues to be the fastest growing category in the U.S.
contact lens market. They now account for 61% of the toric category's revenue up
from 52% at the same time last year. Of the $32 million total revenue growth in
the U.S. contact lens market so far this year, DPR torics account for about $13
million, of which CVI's toric products account for about $8 million.
During the fourth fiscal quarter, CVI's DPR torics grew 45% in the U.S. as
Preference Toric, CVI's premium toric brand, and Frequency 55 Toric, positioned
at a lower price point, both showed strong results. For the fiscal year, this
business grew 41%. CVI believes that it leads the U.S. DPR toric sector with
about 34% of the revenue generated, up from 29% a year ago.
Page 9
<PAGE>
U.S. sales of all DPR lenses--torics and spheres together--grew about 9% through
the first nine calendar months, according to the latest market research audit.
Sales of CVI's DPR lenses in the U.S. grew 42% over last year's fourth quarter,
and were 38% ahead for the full year. DPR lenses represent 66% of CVI's U.S.
volume and 75% of its worldwide revenue.
Worldwide, CVI's sales of conventional and DPR toric lenses grew 27% and
represent 43% of total volume, up from 38% last year. While CVI's total
worldwide spherical lens sales grew 5% over 1998, U.S. planned replacement
spherical revenue, led by Frequency 55 Sphere, grew 32%. CVI's revenue from
toric lenses and DPR spheres now represents 88% of its U.S. business versus 80%
in 1998.
New Products
During the fourth quarter, CVI launched Frequency Aspheric in the U.S. market.
This lens has an optical design that can improve low light or night vision in
selected patients and correct low degrees of astigmatism without the need for a
toric lens. CVI expects to introduce a low cost cast molded toric lens, Encore,
in January 2000. Encore will compete in the disposable (two-week) toric segment.
Clinical trials continue on a high performance monthly planned replacement
bifocal lens. "Any bifocal product we introduce," said Bender, "must meet
stringent performance requirements before we introduce it. We must see a high
level of success in patients who have been wearing the product for six months or
longer."
Markets Outside the U.S.
CVI's Canadian and Italian businesses performed well in the fourth quarter, and
the rollout of new products continued in Europe. These include CVI's line of
toric lenses, the Frequency Aspheric lens and Frequency 55 UV, which contains an
ultra violet light blocking agent. The cast molded toric product--called
Frequency EXCEL--was introduced in November in Europe. During the fourth
quarter, CVI added to its European infrastructure by acquiring a Swedish contact
lens distributor that will serve the Scandinavian market. CVI now has six
offshore business units serving major contact lens markets around the world.
In Japan, CVI's partner, Rohto Pharmaceuticals, Inc., continued the rollout of
CVI spherical and toric lenses under the Rohto i.Q trade name. Rohto has
purchased initial product inventory from CVI and has introduced the products
using national television advertising. Initial market response has been
encouraging and revenue is tracking above expectations.
Internet Marketing Initiative
Last week, CVI announced that it will add an e-commerce capability to its
Internet website, www.coopervision.com. The new marketing initiative will inform
consumers about CVI's advanced technology lenses and refer them to local contact
lens practitioners who have registered on the CVI site. A second feature will
allow practitioners to request CVI to ship lenses directly to their patients or
order lenses directly for their own inventory. CVI expects that the new program
will result in higher revenue, gross margins and operating income.
Page 10
<PAGE>
CooperVision Margins
CVI's gross margin in the fourth quarter was 68%, up from 67% in the third
quarter, 65% in the second quarter and 63% in the first quarter as the sales mix
shifted toward higher margin toric lenses and away from lower margin OEM sales.
Cost reductions continue at CVI's U.K. manufacturing facility.
COOPERSURGICAL (CSI)
At Cooper's women's healthcare business, CooperSurgical, fourth quarter revenue
grew 6% to $7.6 million and was up 5% for the year to $29.4 million. Due
primarily to lower new product promotional expenses than last year, operating
income for the quarter was four times last year's comparable period. CSI's
fiscal 1999 operating margin was 15%, nearly twice the previous year's.
In December, CSI announced that it had completed the acquisition of a line of
gynecological products with current annual revenue of about $8 million from BEI
Medical Systems Company, Inc. for about $10.5 million cash. The products include
well-known brands of uterine manipulators and other niche products for the
gynecological surgery market. Physicians use these products both in their
offices and in hospitals, and the majority of them are disposable. Cooper
expects that the transaction will be accretive to earnings per share during
fiscal 2000.
CSI recently received notification that the Health Care Financing Administration
(HCFA) has assigned a specific reimbursement value to the amines portion of the
FemExam'r' pH and Amines TestCard System'TM', an accurate, convenient point of
care diagnostic test used to help determine if a vaginal infection is bacterial
or fungal. The pH section of the card had a value assigned previously. HCFA will
reimburse between $10 and $13 for both tests on the card. Third party insurers
will use the HCFA value as a benchmark to set their own reimbursement values so
that physicians who use the test can receive insurance coverage and bill
electronically for it. CSI expects that insurers will make these determinations
throughout 2000.
Page 11
<PAGE>
BUSINESS UNIT P&L HIGHLIGHTS ($'s IN MILLIONS)
<TABLE>
<CAPTION>
Three Months Ended October 31, 1999
Revenue Operating Income
% Revenue % Revenue
1999 1998 % Inc. 1999 1998 % Inc. 1999 1998
---- ---- ------ ---- ---- ------ ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CVI $37.6 $33.4 12% $12.9 $8.4 55% 34% 25%
CSI 7.6 7.2 6% 1.3 .2 384% 17% 4%
----- ----- ----- ----
Subtotal 45.2 40.6 11% 14.2 8.6 65% 31% 21%
HQ Expense -- -- (1.8) (2.0) n/a
----- ----- ----- ----
TOTAL $45.2 $40.6 11% $12.4 $6.6 88% 27% 16%
===== ===== ===== ====
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended October 31, 1999
Revenue Operating Income
% Revenue % Revenue
1999 1998 % Inc. 1999 1998 % Inc. 1999 1998
---- ---- ------ ---- ---- ------ ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CVI $136.0 $119.2 14% $40.8 $34.6 18% 30% 29%
CSI 29.3 28.0 5% 4.3 2.1 103% 15% 8%
------ ------ ----- -----
Subtotal 165.3 147.2 12% 45.1 36.7 23% 27% 25%
HQ Expense -- -- (6.3) (7.0) n/a
------ ------ ----- -----
TOTAL $165.3 $147.2 12% $38.8 $29.7 31% 23% 20%
====== ====== ===== =====
</TABLE>
GLOBAL TAX PLAN
In the fourth quarter of fiscal 1998, Cooper recorded a large tax benefit,
reflecting the remaining anticipated value of its then $184 million of NOLs. As
a result, Cooper now reports earnings as if it were a taxpayer with no NOLs.
Cooper has implemented a global tax plan to minimize both the taxes reported in
its income statement and the cash taxes paid. Based on a preliminary assessment,
Cooper expects to reduce its effective tax rate to approximately 30% over the
next several years compared with 32.7% for fiscal 1999. This plan may extend the
cash flow benefits of the NOLs through 2003, assuming no acquisitions or stock
issuances. During this period, Cooper expects to pay cash taxes of approximately
10% of pretax profits.
EARNINGS PER SHARE
All earnings per share figures in this report are diluted per share amounts.
Page 12
<PAGE>
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. To identify forward-looking
statements, look for words like "believes," "expects," "may," "will," "should,"
"seeks," "approximately," "intends," "plans," "estimates" or "anticipates", and
similar words or phrases. Discussions of strategy, plans or intentions often
contain forward-looking statements. These, and all forward-looking statements,
necessarily depend on assumptions, data or methods that may be incorrect or
imprecise.
Events, among others, that could cause actual results and future actions to
differ materially from those described by or contemplated in the forward-looking
statements include major changes in business conditions and the economy, loss of
key senior management, major disruptions in the operations of Cooper's
manufacturing facilities, new competitors or technologies, significant
disruptions caused by third parties failing to address the year 2000 issue or by
unanticipated problems with our year 2000 compliance program, acquisition
integration costs, foreign currency exchange exposure, investments in research
and development and other start-up projects, dilution to earnings per share from
acquisitions or issuing stock, regulatory issues, significant environmental
clean-up costs above those already accrued, litigation costs, costs of business
divestitures, and other factors described in Cooper's Securities and Exchange
Commission filings, including the "Business" section in our Annual Report on
Form 10-K for the year ended October 31, 1998.
Cooper cautions investors not to rely unduly on forward-looking statements. They
reflect our analysis only on their stated date or the date of this press
release.
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products. CooperVision, Inc., headquartered in Irvine,
Calif., with manufacturing facilities in Huntington Beach, Calif., Rochester,
N.Y., Toronto, Canada, and Hamble, England, markets a broad range of contact
lenses for the vision care market. CooperSurgical, Inc., headquartered in
Shelton, Conn., markets diagnostic products, surgical instruments and
accessories for the gynecological market. Corporate offices are located in
Irvine and Pleasanton, Calif. A toll free interactive telephone system at
1-800-334-1986 provides stock quotes, recent press releases and financial data.
Cooper's Internet address is www.coopercos.com.
Page 13
<PAGE>
NOTE: CONSISTENCY IN REPORTING COOPER'S COMPARATIVE EARNINGS PER SHARE DATA
In fiscal 1998, Cooper declared its mental health services business, Hospital
Group of America, a discontinued operation. It also accounted for the remaining
tax benefits that it expects from its existing net operating loss carryforwards
and will, going forward, provide for income taxes rather than receive tax
benefits. To avoid confusion, comparisons of Cooper's results from fiscal 1998
to fiscal 1999 and comparisons versus published estimates must be reported on a
consistent basis. The table below shows diluted earnings per share from
continuing operations on both a pretax and after-tax basis for the third quarter
of fiscal 1999, the fourth quarter of fiscal 1999 and against the consensus
analysts' estimates published by First Call Corporation on December 10, 1999,
and the fourth quarter of fiscal 1998.
The Cooper Companies, Inc.
EPS Comparisons
From Continuing Operations
<TABLE>
<CAPTION>
3Q 1999 4Q 1999 4Q 1998
------- ------------------------------------------ -------
Reporting Basis Actual Actual Analysts' Consensus Variance Actual
--------------- ------ ------ ------------------- -------- ------
<S> <C> <C> <C> <C> <C>
Pretax $.68 $.78 $.78 -- $.26
After-tax $.46 $.53 $.52 $.01 $.16*(1)
*Pro forma
</TABLE>
(1) For 1998, we calculated pro forma after-tax income by taxing income from
continuing operations at 40% as if Cooper could not benefit from its net
operating loss carry forwards. 1999 actual figures do not require this
adjustment.
Frequency 55'r', Frequency Aspheric'TM', Frequency Excel'TM', Frequency
Encore'TM' and Preference'r' are trademarks of The Cooper Companies, Inc.
FemExam'r' pH and Amines TestCard System'TM' is a registered trademark of Litmus
Concepts, Inc.
[FINANCIAL STATEMENTS FOLLOW]
Page 14
<PAGE>
PRE AUDIT
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(In thousands, except per share figures)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Years Ended
October 31, October 31,
-------------------------- --------------------------
1999 1998 1999 1998
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 45,222 $ 40,649 $165,328 $147,192
Cost of sales 15,303 16,587 59,009 55,764
--------- --------- -------- --------
Gross profit 29,919 24,062 106,319 91,428
Selling, general and administrative expense 15,922 16,008 61,734 56,226
Research and development expense 676 433 1,977 1,944
Amortization of intangibles 931 1,014 3,797 3,558
--------- --------- -------- --------
Operating income 12,390 6,607 38,811 29,700
--------- --------- -------- --------
Settlements of disputes, net -- 1,050 -- 1,250
Interest expense 1,397 1,799 6,330 6,253
Other income, net 106 133 231 890
--------- --------- -------- --------
Income from continuing operations before
income taxes 11,099 3,891 32,712 23,087
Provision for (benefit of) income taxes 3,579 (32,859) 10,711 (34,723)
--------- --------- -------- --------
Income from continuing operations 7,520 36,750 22,001 57,810
Discontinued operations:
Net income -- 746 129 4,336
Gain (loss) on disposal -- (22,300) 2,970 (22,300)
--------- --------- -------- --------
-- (21,554) 3,099 (17,964)
--------- --------- -------- --------
Net income $ 7,520 $ 15,196 $ 25,100 $ 39,846
========= ========= ======== ========
Diluted earnings per share:
Continuing operations $ 0.53 $ 2.45 $ 1.54 $ 3.79
Discontinued operations -- (1.44) 0.21 (1.18)
--------- --------- -------- --------
Earnings per share $ 0.53 $ 1.01 $ 1.75 $ 2.61
========= ========= ======== ========
Number of shares used to compute
earnings per share: 14,299 14,978 14,312 15,269
========= ========= ======== ========
Memo diluted per share data from
continuing operations:
Income before income taxes $ 0.78 $ 0.26 $ 2.29 $ 1.51
========= ========= ======== ========
Net income (1998 is pro forma) $ 0.53 $ 0.16(1) $ 1.54 $ 0.91(1)
========= ========= ======== ========
Cash flow(2) $ 0.92 $ 0.39 $ 2.82 $ 1.93
========= ========= ======== ========
</TABLE>
(1) Income from continuing operations has been tax effected at 40% as if the
Company could not benefit from its net operating loss carry forwards. The
40% tax rate was applied to the 1998 periods' income from continuing
operations before income taxes to arrive at pro forma net income. No
adjustments to 1999 figures were required.
(2) Pretax income from continuing operations plus depreciation and
amortization.
Page 15
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
October 31, October 31,
1999 1998
-------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 20,922 $ 7,333
Trade receivables, net 26,792 24,426
Inventories 33,430 30,349
Deferred tax asset 11,638 15,057
Net assets of discontinued operations -- 29,206
Other current assets 7,679 9,706
-------- --------
Total current assets 100,461 116,077
-------- --------
Property, plant and equipment, net 40,319 34,234
Intangibles, net 80,518 84,308
Deferred tax asset 56,519 52,754
Other assets 8,056 8,668
-------- --------
$285,873 $296,041
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 4,888 $ 11,570
Other current liabilities 37,008 35,131
-------- --------
Total current liabilities 41,896 46,701
-------- --------
Long-term debt 57,067 78,677
Other liabilities 22,767 25,410
-------- --------
Total liabilities 121,730 150,788
-------- --------
Stockholders' equity 164,143 145,253
-------- --------
$285,873 $296,041
======== ========
</TABLE>
###
Page 16
<PAGE>
[LETTERHEAD]
CONTACT: EXHIBIT 99.3
Norris Battin
949-597-4700
[email protected]
FOR IMMEDIATE RELEASE
COOPER COMPANIES UNIT TO PURCHASE WOMEN'S HEALTHCARE PRODUCTS
Second Recent Acquisition Will Drive CooperSurgical's
Annual Revenue Above $50 Million
IRVINE, Calif., December 14, 1999 - The Cooper Companies, Inc. (NYSE/PCX: COO)
announced today that its CooperSurgical (CSI) unit has agreed to purchase
certain assets of Leisegang Medical, Inc., a leading designer and manufacturer
of precision instrumentation for the women's healthcare market. Cooper will pay
approximately $10 million in cash for products with current annual revenue of
about $11 million. Leisegang Medical is a subsidiary of NetOptix Corporation
(NASDAQ: OPTX).
Cooper expects the transaction to close in January 2000 and to be accretive to
fiscal 2000 earnings.
Last week, CSI announced that it had completed the acquisition of a line of
women's healthcare products from BEI medical Systems. With the addition of the
two new product lines, CSI's annual revenue will exceed $50 million.
Leisegang is a well-known and highly regarded women's healthcare company. It
markets diagnostic and surgical instruments including colposcopes, instruments
to perform loop electrosurgical excision procedures, hand held gynecological
instruments, disposable specula and cryosurgical systems. Many of its products
are disposable, including its Sani-Spec'r' line of disposable plastic specula,
its largest product group. The acquisition will expand CSI's global presence, as
it plans to market its line of gynecological products through Leisegang's German
and Canadian subsidiaries.
Commenting on the upcoming acquisition, A. Thomas Bender, Cooper's chief
executive officer said, "We are very excited to add such a globally recognized
name and line of quality products to our family of women's healthcare products.
Cooper's objective is to grow CSI to the $100 million level in the next three to
five years with operating margins exceeding 20%. The Leisegang product line will
help us achieve that goal."
<PAGE>
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. To identify forward-looking
statements, look for words like "believes," "expects," "may," "will," "should,"
"seeks," "approximately," "intends," "plans," "estimates" or "anticipates", and
similar words or phrases. Discussions of strategy, plans or intentions often
contain forward-looking statements. These, and all forward-looking statements,
necessarily depend on assumptions, data or methods that may be incorrect or
imprecise.
Events, among others, that could cause actual results and future actions to
differ materially from those described by or contemplated in the forward-looking
statements include major changes in business conditions and the economy, loss of
key senior management, major disruptions in the operations of Cooper's
manufacturing facilities, new competitors or technologies, significant
disruptions caused by third parties failing to address the year 2000 issue or by
problems with our year 2000 compliance program, acquisition integration costs,
foreign currency exchange exposure, investments in research and development and
other start-up projects, dilution to earnings per share from acquisitions or
issuing stock, regulatory issues, significant environmental clean-up costs above
those already accrued, litigation costs, costs of business divestitures, and
other factors described in Cooper's Securities and Exchange Commission filings,
including the "Business" section in our Annual Report on Form 10-K for the year
ended October 31, 1998. Cooper cautions investors not to rely unduly on
forward-looking statements. They reflect our analysis only on their stated date
or the date of this press release.
NetOptix Corporation is headquartered in Sturbridge, Massachusetts. The NetOptix
web address is www.netoptix.com. Its OFC Corporation subsidiary designs,
manufactures and markets a broad range of optical components and systems that
incorporate recent advances in photonic technology and optical coating. OFC
Corporation has manufacturing locations in Natick, Massachusetts, Keene, New
Hampshire and Germany. Leisegang Medical, Leisegang GmbH and Galenica, Inc. are
located in Boca Raton, Florida, Berlin, Germany and the Province of Quebec,
Canada, respectively. Leisegang's web address is www.leisegang.com.
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products. CooperSurgical, Inc., headquartered in Shelton,
Conn., markets diagnostic products, surgical instruments 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 Hamble, England, markets a broad range of contact lenses for the
vision care market. Corporate offices are located in Irvine and Pleasanton,
Calif. A toll free interactive telephone system at 1-800-334-1986 provides stock
quotes, recent press releases and financial data. Cooper's web address is
www.coopercos.com.
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