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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): August 9, 1999
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)
(925) 460-3600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On August 9, 1999, The Cooper Companies, Inc. issued a press release announcing
that its CooperSurgical unit entered into an agreement with BioStar Inc. to
co-market certain vaginitis tests. 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 August 9, 1999 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: August 18, 1999
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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 August 9, 1999 of The Cooper
Companies, Inc.
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STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as.................................'TM'
The registered trademark symbol shall be expressed as...................... 'r'
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[LETTERHEAD OF THE COOPER COMPANIES]
NEWS RELEASE
CONTACT:
Norris Battin
[email protected]
FOR IMMEDIATE RELEASE
COOPER COMPANIES AND THERMO ELECTRON UNITS AGREE TO CO-MARKET
VAGINITIS TESTS
IRVINE, Calif., August 9, 1999 -- The Cooper Companies, Inc. (NYSE/PCX: COO)
today announced that its CooperSurgical unit (CSI) has agreed with BioStar,
Inc., a Thermo Electron Corporation, to co-market three in-office diagnostic
tests for vaginitis, common vaginal infections caused by bacteria, yeast and
other micro-organisms. BioStar will begin immediately to distribute the
Gardnerella vaginalis PIP Activity TestCard to all hospitals and clinics in the
U.S. and plans to market the other two tests when they are available. These are
an in-office test for yeast, expected in late 2000, and an in-office test for
Trichomoniasis, which is in development. CSI plans to introduce its FemExam
brands of the Gardnerella, yeast and Trichomoniasis TestCards to gynecologists
and obstetricians beginning in late 2000.
The Gardnerella TestCard detects the presence of the organism g. vaginalis, the
leading cause of bacterial vaginosis (BV), the most common and serious form of
vaginal infection. In the U.S., BV and yeast are the two most common vaginal
infections occurring in adult women. Vaginitis results in an estimated 13
million patient visits annually according to the American College of
Obstetricians and Gynecologists. BV, the bacterial form of vaginitis, is
associated with serious complications including premature and low birth weight
babies, post-partum infections, pelvic inflammatory disease, post-gynecological
surgery infections, abnormal PAP smears and increased risk of HIV.
Trichomoniasis infects about three million American women annually. It has been
associated with premature labor, low-birth weight infants, infertility and
atypical PAP smears. About 50% of trichomoniasis is asymptomatic.
The Gardnerella TestCard is the second of four screening or diagnostic tests for
the women's healthcare market developed under CSI's licensing agreement with
Litmus Concepts, Inc., an emerging in vitro
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diagnostics company. Litmus develops and manufactures unique, proprietary
products for the on-site diagnosis and management of infectious diseases to
improve women's healthcare. CSI has the exclusive North American medical
marketing rights for these technologies in the women's healthcare market.
In a separate announcement last month, CSI said it had agreed to co-market its
FemExam pH and Amines TestCard in the United States both with 3M
Pharmaceuticals, a division of 3M (NYSE: MMM), and Matria Healthcare Inc.
(NASDAQ: MATR). The FemExam pH and Amines TestCard screens for the presence of
BV and aids in the differential diagnosis of vaginitis.
"These three agreements," said A. Thomas Bender, Cooper's chief executive
officer, "will significantly augment CSI's ability to reach the 30,000
obstetricians and gynecologists and the 70,000 family and general practitioners
involved in patient care in the U.S. With the combined CSI, 3M, Matria and
BioStar sales organizations, we will have more than 400 representatives
presenting these products to physicians in their offices, in hospitals and in
clinics plus 18 managed care specialists addressing reimbursement."
BioStar, a division of Thermo BioAnalysis, develops and manufactures
point-of-care infectious disease assays. BioStar has market leadership positions
in group A strep, group B strep, chlamydia and influenza rapid testing, using
the company's proprietary optical immunoassay (OIA'r') technology. Thermo
BioAnalysis Corporation develops, manufactures and supplies a broad range of
products, including biomolecular instruments and consumables, clinical
laboratory equipment and supplies, and information-management systems for
biochemical research, clinical diagnosis, and pharmaceutical production. Thermo
BioAnalysis is a public subsidiary of Thermo Instrument Systems, Inc., a Thermo
Electron company.
The 3M National Vaginitis Association website, www.vaginalinfections.org, offers
more information about vaginitis. The Litmus Concepts' website,
www.litmusconcepts.com, discusses the clinical background on the FemExam
TestCard and links to other sites that discuss women's healthcare. Further
information about BioStar is available at www.biostar.com.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995 including statements about
Cooper's capital resources, anticipated revenue growth, operating results and
market conditions. Since the outcome of forward-looking statements is uncertain,
risky and, indeed, may not occur, investors should not rely on them to predict
the future. 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.
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Discussions of strategy, plans or intentions often contain forward-looking
statements. These 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
unforeseen delays in completing our year 2000 compliance program.
Also, acquisition integration costs, foreign currency exchange exposure
including the potential impact of the Euro, 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 forward-looking statements 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. 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 Internet address is
www.coopercos.com.
FemExam'r' pH and Amines TestCard System'TM' is a registered trademark of Litmus
Concepts, Inc. BioStar'r' and OIA'r' are registered trademarks of BioStar, Inc.
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