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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): March 28, 2000
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 March 28, 2000, The Cooper Companies, Inc. issued a press release announcing
that at its Annual Meeting of Stockholders held on March 28, 2000, eight
directors were elected and the appointment of KPMG LLP as the Company's auditors
for fiscal 2000 was ratified. 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 March 28, 2000 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: April 4, 2000
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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 March 28, 2000 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 COOPER COMPANIES]
NEWS RELEASE
CONTACT:
Norris Battin
The Cooper Companies, Inc.
21062 Bake Parkway, Suite 200
Lake Forest, CA 92630
[email protected]
THE COOPER COMPANIES, INC, HOLDS ANNUAL MEETING OF STOCKHOLDERS
LAKE FOREST, Calif., March 28, 2000--At its annual meeting held today in New
York City, stockholders of the Cooper Companies, Inc. (NYSE/PCX: COO) elected
eight directors and ratified the appointment of KPMG, LLP as the Company's
auditors for fiscal 2000.
In his remarks to stockholders, A. Thomas Bender, chief executive officer, said
that Cooper has three major business objectives going forward:
To increase revenue and earnings 20% per year for the next five years
To become the global leader in the toric soft contact lens market by the
end of 2000
To double the revenue of CooperSurgical, the women's healthcare business,
to $100 million in the next three to five years through acquisitions and
continued internal growth.
"I expect that revenue at CooperVision," said Bender," will continue to achieve
15% to 20% growth per year over the next five years with a continuing flow of
new products and the geographic expansion of our business into what promises to
be a robust worldwide contact lenses market.
"The worldwide market, "said Bender, "should grow at a compounded rate of 10 to
12 percent per year during the next 10 years. Market demographics throughout the
industrialized world are becoming more favorable for the industry. The baby
boomlet that began in the 1990's begins to accelerate during this decade with a
new cohort of teenagers--the primary market for contact lenses--entering the
market."
Bender also pointed to recent studies showing that myopia, the primary market
for contact lenses, is more prevalent in teenagers today than in earlier
generations. This is presumably because they watch more
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television, use computers and read more, leading to a greater need for vision
correction than in earlier decades.
International markets, Bender added, remain underserved and offer great promise
for soft contact lenses. In the United States, over 20 percent of the population
that requires vision correction wears contact lenses, but the other major
markets around the world fall well below that rate. In Japan, the world's second
largest contact lens market, only about 12 percent of people with visual defects
wear contacts; in Europe, about 8 percent wear them.
By the end of this year, CVI will have introduced over 30 separate new contact
lens products in markets around the world since the end of 1998. This includes
its entry into Japan, the world's second largest contact lens market, with both
toric and spherical conventional lenses. By the end of 2001, CVI expects to have
launched its complete line of planned replacement contact lenses in Japan.
Bender added that CooperVision (CVI) now leads the U.S. toric market--the
fastest growing segment of the contact lens market--and that he expects toric
lens revenue to continue its strong growth. CVI has recently introduced its
Encore and XCEL brands of disposable toric lenses into the United States and
major European markets. These lenses will compete in the lower-priced,
lower-featured segment of the disposable toric lens market. Another recently
introduced new product, the Frequency(R) Aspheric lens for improved vision under
low light conditions, has been exceeding initial forecast in markets around the
world.
Bender announced that CooperVision is evaluating the possibility of entering the
second fastest growing sector of the specialty lens market, disposable-planned
replacement segment opaque lenses. Opaque lenses enhance or change the
appearance of the color of the eye and are worn by traditional contact lens
patients and by women who do not require vision correction yet want colored
lenses as a fashion accessory.
CVI also continues clinical trials on a high performance monthly planned
replacement bifocal lens. "Any bifocal product we introduce," Bender noted,
"must first hurdle our stringent performance requirements. We must see a high
level of success in patients who have been wearing the product for six months or
longer."
Bender said that he expects CooperSurgical, the Company's women's healthcare
business, to have revenue approaching $50 million in 2000 with operating margins
approaching 20% by the end of the year. CooperSurgical recently acquired two
lines of women's healthcare products with annual revenue of about $20 million.
CooperSurgical plans to reach its $100 million target, he said, through
acquisitions that continue to consolidate the fragmented in-office women's
healthcare market and through internal growth
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from its expanded line of colposcopy products and the diagnostic products in its
FemExam'r' TestCard'TM' family.
Bender also said that he was comfortable with security analysts' consensus
estimates of Cooper's revenue and its diluted earnings per share from continuing
operations for fiscal 2000.
Board of Directors and Officers
Cooper's stockholders re-elected Allan E. Rubenstein chairman. Dr. Rubenstein is
chairman of the Board of Directors of University Heart Scan, and a member of the
faculty of the Mt. Sinai School of Medicine and the Mt. Sinai Neurofibromatosis
Research and Treatment Center.
The stockholders also elected to the board of directors: A. Thomas Bender,
president and chief executive officer of the Company; Michael H. Kalkstein, a
partner in the law firm of Oppenheimer, Wolff & Donnelly, LLP; Moses Marx,
general partner of United Equities Company and president of Momar Corp; Donald
Press, executive vice president of Broadway Management Company, Inc., and
principal in the firm of Donald Press, P. C.; Steven Rosenberg, president and
chief financial officer of Berkshire Bankcorp Inc; Robert S. Weiss, executive
vice president, treasurer and chief financial officer of the Company; and
Stanley Zinberg, M. D., director of practice activities for the American College
of Obstetricians and Gynecologists.
After the stockholders' meeting, the board elected the officers of the Company:
A. Thomas Bender, president and chief executive officer; Robert S. Weiss,
executive vice president, treasurer and chief financial officer, B. Norris
Battin, vice president investor relations and communications, Gregory A.
Fryling, vice president business development; Carol R. Kaufman, vice president
of legal affairs, secretary and chief administrative officer and Stephen C.
Whiteford, vice president and corporate controller.
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, the impact of an
undetected virus on our computer systems, acquisition integration costs, foreign
currency exchange exposure, investments in
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research and development and other start-up projects, dilution to earnings per
share from acquisitions or issuing stock, regulatory issues, significant
environmental cleanup 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, 1999.
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 Lake Forest,
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 Lake
Forest 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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