<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE COOPER COMPANIES INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
[Logo]
February 10, 2000
Dear Stockholder:
You are cordially invited to join us at the 2000 Annual Meeting of
Stockholders of The Cooper Companies, Inc. on Tuesday, March 28, 2000, to be
held at the New York Marriott East Side, 525 Lexington Avenue, New York, NY
beginning at 10:00 a.m.
At the Annual Meeting, we will ask you to elect eight directors and to
ratify the appointment of the Company's auditors for fiscal 2000.
I hope that you will take this opportunity to participate in the affairs of
your Company by voting your shares whether or not you plan to attend the
meeting. Please complete, sign, date, and promptly return the enclosed form of
proxy. If you attend the meeting and wish to vote your shares in person, you may
revoke your proxy.
This booklet includes the Notice of the meeting and a Proxy Statement,
containing information about the formal business to be acted upon by the
stockholders. We will also make a presentation covering the operations of your
Company, followed by a question and discussion period.
Thank you for your continued support of The Cooper Companies, Inc.
Sincerely,
ALLAN E. RUBENSTEIN, M.D.
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors
<PAGE>
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To the Stockholders of
THE COOPER COMPANIES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of The Cooper Companies,
Inc., a Delaware corporation (the 'Company'), will be held on March 28, 2000, at
the New York Marriott East Side, 525 Lexington Avenue, New York, NY, at
10:00 a.m., for the purpose of considering and acting upon the following:
1. The election of a board of eight directors.
2. The ratification of the appointment of KPMG LLP as independent
certified public accountants of the Company for the fiscal year ending
October 31, 2000.
3. The transaction of any other business that may properly arise at the
meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on February 7, 2000
will be entitled to notice of and to vote at the meeting and any adjournments or
postponements thereof.
Enclosed with this Notice is a Proxy Statement, a proxy card and a return
envelope, as well as a copy of the Company's Annual Report for the fiscal year
ended October 31, 1999.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please COMPLETE, SIGN and DATE the enclosed
proxy card and MAIL it promptly in the enclosed postage paid envelope.
By Order of the Board of Directors
CAROL R. KAUFMAN
CAROL R. KAUFMAN
Secretary
Dated: February 10, 2000
<PAGE>
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588
--------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 2000
--------------
INFORMATION REGARDING PROXIES
The accompanying proxy card is solicited by and on behalf of the Board of
Directors of The Cooper Companies, Inc. (the 'Company') for use at its Annual
Meeting of Stockholders to be held on March 28, 2000 at the New York Marriott
East Side, 525 Lexington Avenue, New York, NY, at 10:00 a.m., and at any
adjournments or postponements thereof. This Proxy Statement and the accompanying
proxy card are first being mailed to stockholders on or about February 11, 2000.
When a proxy card in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented will be voted at the Annual Meeting in
accordance with the indicated directions. If a proxy card is properly executed
but no directions are indicated, the shares will be voted FOR each of the
nominees for director as shown on the form of proxy card and FOR ratification of
the appointment of KPMG LLP as independent certified public accountants of the
Company. The Board of Directors is not aware of any other business to come
before the Annual Meeting. If any other matters should properly come before the
Annual Meeting or any adjournments or postponements thereof for which specific
authority has not been solicited from the stockholders, then, to the extent
permissible by law, the persons voting the proxies will use their discretionary
authority to vote in accordance with their best judgment. A stockholder who
executes and returns the enclosed proxy card may revoke it at any time prior to
its exercise by giving written notice of such revocation to the Secretary of the
Company, by executing a subsequently dated proxy card or by voting in person at
the Annual Meeting. Attendance at the Annual Meeting by a stockholder who has
executed and returned a proxy card does not alone revoke such proxy.
The Company will pay all costs associated with soliciting proxies. In
addition to the solicitation of proxies by mail, officers, directors and other
employees of the Company, acting on its behalf, may solicit proxies by
telephone, facsimile or personal interview. Also, the Company has retained D.F.
King & Co., Inc. to aid in the solicitation of proxies, for which the Company
will pay a fee of $10,000 plus reasonable expenses. The Company will, at its
expense, request brokers and other custodians, nominees and fiduciaries to
forward proxy soliciting material to stockholders of record.
OUTSTANDING STOCK AND VOTING RIGHTS
As of the close of business on February 7, 2000, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding 14,108,714 shares of the Company's common stock,
$.10 par value per share, each of which is entitled to one vote at the Annual
Meeting. Under the Company's By-laws and Delaware law, shares represented by
proxies that reflect abstentions or broker non-votes (that is, shares held by a
broker or nominee which are represented at the meeting, but with respect to
which such broker or nominee is not empowered to vote on a particular proposal)
will be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Directors will be elected by the favorable
vote of a plurality of the shares of common stock present and entitled to vote,
in person or by proxy, at the Annual Meeting. Abstentions as to the election of
directors will not affect the election of the candidates receiving a plurality
of votes. The proposal to ratify the appointment of the Company's independent
certified public accountants requires the approval of the majority of shares
present in person or represented by proxy at the Annual Meeting and entitled to
vote on such proposal. Abstentions to this proposal will have the same effect as
votes against it. Shares represented by proxies that reflect broker non-votes
will be treated as not entitled to vote for purposes of determining approval of
the proposal to ratify the appointment of the Company's independent certified
public accountants and will not have any effect on the outcome of such proposal.
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's By-laws provide for no fewer than six and no more than eleven
directors, as determined by the Board of Directors, which has fixed the number
of directors to be elected at the 2000 Annual Meeting at eight, each of whom
will serve until the next Annual Meeting of Stockholders and until his successor
is duly elected and qualified. The Board of Directors recommends that each of
the nominees for director described below be elected to serve as a director of
the Company. All nominees have consented to be named and have indicated their
intention to serve if elected. The Board of Directors does not expect that any
nominee will be unavailable for election or unable to serve. If any nominee is
not available for election or able to serve as a director, the accompanying
proxy will be voted for the election of such other person, if any, as the Board
of Directors may designate.
THE NOMINEES
Each of the nominees currently serves on the Board of Directors.
The names of the nominees for election as directors are listed below,
together with certain personal information, including the present principal
occupation and recent business experience of each nominee.
<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING AS
A DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
----------------------- --- -------
<S> <C> <C>
A. Thomas Bender. 61 1994
Mr. Bender was elected President and Chief Executive
Officer of the Company in May 1995. He had been
serving as the Chief Operating Officer of the Company
since August 1994, and as Executive Vice President
since March 1994. He served as Acting Chief Operating
Officer of the Company from March 1994 to August 1994,
and as Senior Vice President, Operations from October
1992 to February 1994. He continues to serve as
President of CooperVision, Inc., the Company's contact
lens subsidiary, a position he has held since June
1991. Between 1966 and June 1991, Mr. Bender held a
variety of positions at Allergan, Inc. (a manufacturer
of eye and skin care products), including Corporate
Senior Vice President, and President and Chief
Operating Officer of Herbert Laboratories, Allergan's
dermatology division.
Michael H. Kalkstein........................................ 57 1992
Mr. Kalkstein has been a partner of Oppenheimer, Wolff &
Donnelly, LLP since September, 1999. He was a partner
in the law firm of Graham & James LLP from September
1994 through August 1999 and a partner in the law firm
of BerlinerCohen from 1983 through August 1994. He has
been a member of the Board of Trustees of Opera San
Jose since 1984, serving as its President from 1992 to
1994.
Moses Marx.................................................. 64 1995
Mr. Marx has been the general partner in United Equities
Company (a securities brokerage firm) since 1954 and a
general partner in United Equities Commodities Company
(a commodities brokerage firm) since 1972. He is also
President of Momar Corp. (an investment company). Mr.
Marx is also a director of Berkshire Bancorp Inc., a
bank holding company (formerly Cooper Life Sciences,
Inc.) He previously served as a member of the
Company's Board of Directors from September 1989 to
September 1991.
Donald Press................................................ 66 1993
Mr. Press has been the Executive Vice President of
Broadway Management Co., Inc. (an owner and manager of
commercial office buildings) since 1981. Mr. Press, an
attorney, is also a principal in Donald Press, P.C. (a
law firm) located in New York City. He is also a
director of Components Specialties, Inc. (an
electronics company) and Superior Savings of New
England (formerly Branford Savings Bank).
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING AS
A DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
----------------------- --- -------
<S> <C> <C>
Steven Rosenberg............................................ 51 1993
Mr. Rosenberg has been President and Chief Executive
Officer of Berkshire Bancorp Inc., a bank holding
company (formerly Cooper Life Sciences, Inc.) since
March 1995, and Vice President, Finance and Chief
Financial Officer since 1990. From September 1987
through April 1990, Mr. Rosenberg was President and
Chief Executive Officer of Scomel Industries Inc. (an
international marketing and consulting group). Mr.
Rosenberg is currently a director of Berkshire Bancorp
Inc.
Allan E. Rubenstein, M.D.................................... 55 1992
Dr. Rubenstein has served as the Chairman of the Board
of Directors since July 1994; he served as Acting
Chairman of the Board from April 1993 through June
1994. He is Chairman of the Board of University Heart
Scan, LLC, a cardiac scanning company and a Consultant
to WorldCare Ltd. Dr. Rubenstein is certified by the
American Board of Psychiatry and Neurology and by the
American Society for Neuroimaging. He has been on the
faculty of the Department of Neurology at Mt. Sinai
School of Medicine in New York City since 1976, and
currently is Associate Professor and Director of the
Mt. Sinai Neurofibromatosis Research and Treatment
Center. Dr. Rubenstein has authored two books on
neurofibromatosis and is Medical Director for the
National Neurofibromatosis Foundation.
Robert S. Weiss............................................. 53 1996
Mr. Weiss has served as the Executive Vice President of
the Company since October 1995. He has been the
Treasurer and Chief Financial Officer of the Company
since 1989. From October 1992 until October 1995, he
was also a Senior Vice President; from March 1984 to
October 1992 he served as a Vice President, and from
1984 through July 1990 he served as Corporate
Controller.
Stanley Zinberg, M.D........................................ 65 1997
Dr. Zinberg, an obstetrician-gynecologist, is Vice
President for Practice Activities for the American
College of Obstetricians and Gynecologists in
Washington, DC. From 1981 until 1993 he served as
Chief, Obstetrics and Gynecology and Director, OB-GYN
Residency Program at NYU Downtown Hospital, where from
1990 through 1992 he also served as President of the
Medical Staff and a member of the Board of Trustees.
He is certified by the American Board of Obstetrics
and Gynecology and is a member of faculty of the
Departments of Obstetrics and Gynecology at New York
University School of Medicine, the Cornell University
College of Medicine and the Georgetown University
School of Medicine.
</TABLE>
There are no family relationships among any of the Company's current
directors or executive officers or the Board's proposed nominees.
BOARD COMMITTEES, MEETINGS AND COMPENSATION
There are four active Board Committees:
(i) The Audit and Finance Committee advises and makes recommendations to
the Board of Directors concerning (a) the appointment of the Company's
independent certified public accountants, (b) the activities of the
independent certified public accountants and (c) the financial, investment
and accounting procedures and practices followed by the Company. In March,
1999 the Board adopted a policy of having the chairman of the Audit
Committee meet with management and the auditors each quarter to review
financial results. The members are Messrs. Rosenberg and Kalkstein and Dr.
Zinberg.
(ii) The Compensation/Long Term Incentive Plan Committee advises and
makes recommendations to the Board of Directors regarding the compensation
of directors, officers and senior management, the granting of awards under
the Company's 1998 Long Term Incentive Plan (the 'LTIP') and the Company's
other incentive plans. The members are Messrs. Kalkstein and Press and Dr.
Rubenstein.
3
<PAGE>
(iii) The Management Committee meets with the Chief Executive Officer,
senior corporate staff and key operating personnel at quarterly Operations
Meetings. The members are Dr. Rubenstein and Mr. Press.
(iv) The Nominating Committee selects individuals to be nominated for
election to the Company's Board of Directors. The members are Drs.
Rubenstein and Zinberg and Messrs. Marx and Bender. The Nominating Committee
will consider suggestions from stockholders for nominees for election as
directors at the 2001 Annual Meeting, provided that the recommendations are
made in accordance with the procedure described below under Stockholder
Nominations and Proposals.
During the fiscal year ended October 31, 1999, the Board met nine times and
acted once by unanimous written consent, the Audit and Finance Committee met
twice, and the Compensation/Long Term Incentive Plan Committee met five times.
Members of the Management Committee met with members of senior management seven
times. In addition, the Chairman of the Audit Committee met twice with the
Company's auditors and management to review the Company's quarterly financial
results.
For a description of compensation paid to directors, see 'Executive
Compensation -- Compensation of Directors.'
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is information regarding the current executive officers of
the Company who are not also directors:
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
B. Norris Battin..................... 63 Vice President of Investor Relations
and Communications
Gregory A. Fryling................... 45 Vice President, Business Development
Carol R. Kaufman..................... 50 Vice President of Legal Affairs,
Secretary and Chief Administrative
Officer
Nicholas J. Pichotta................. 55 President and Chief Executive Officer
of CooperSurgical, Inc.
Stephen C. Whiteford................. 59 Vice President and Corporate Controller
</TABLE>
Mr. Battin is Vice President of Investor Relations and Communications. Prior
to joining the Company, Mr. Battin was Principal Associate of Battin Associates,
a healthcare marketing, advertising and public relations consultancy whose
client list included the Company. From 1968 to 1991 Mr. Battin held numerous
marketing, advertising, public relations and public affairs positions at
Allergan, Inc., a multinational manufacturer of eye and skin care products,
including Senior Vice President, Public Affairs and Communication.
Mr. Fryling has been Vice President, Business Development since January
1993. He served as an officer of various subsidiaries of the Company, including
Vice President and Controller of The Cooper Healthcare Group from January 1990
through December 1992.
Ms. Kaufman has been Vice President and Chief Administrative Officer since
October 1995 and was elected Vice President of Legal Affairs in March 1996. From
January 1989 through September 1995, she served as Vice President, Secretary,
and Chief Administrative Officer of Cooper Development Company, a healthcare and
consumer products company that was a former affiliate of the Company.
Mr. Pichotta has been President and Chief Executive Officer of
CooperSurgical, Inc., the Company's women's health care business, since
September 1992. He served as an officer of various subsidiaries of the Company,
including Vice President, Corporate Development - Healthcare from December 1991
to December 1992.
Mr. Whiteford has been Vice President and Corporate Controller since July
1992. He served as Assistant Corporate Controller from March 1988 to July 1992
and held a variety of financial positions at the Company and at Cooper
Laboratories, Inc. (the Company's former parent) and its subsidiaries since
1975.
There is no family relationship among any of the above-named officers or any
director of the Company.
4
<PAGE>
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Company's executive officers (as defined),
directors and persons owning more than ten percent of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership of all equity and derivative securities of the Company with the
Securities and Exchange Commission ('SEC'), the New York Stock Exchange, Inc.
and the Pacific Exchange, Inc. SEC regulations also require that a copy of all
such Section 16(a) forms filed be furnished to the Company by its officers,
directors and greater than ten-percent stockholders.
Based solely on a review of the copies of such forms and amendments thereto
received by the Company, or on written representations from the Company's
officers and directors that no Forms 5 were required to be filed, the Company
believes that during fiscal 1999 all Section 16(a) filing requirements
applicable to its officers, directors and beneficial owners of more than ten
percent of any class of its equity securities were met.
SECURITIES HELD BY MANAGEMENT
The following table sets forth information regarding ownership of the
Company's common stock by each of its current directors, the individuals named
in the Summary Compensation Table and by all of the current directors and
executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
DECEMBER 31, 1999
---------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
------------------------ --------- ---------
<S> <C> <C>
A. Thomas Bender........................................ 323,302(1) 2.3%
Gregory A. Fryling...................................... 60,811(2) *
Michael H. Kalkstein.................................... 21,849(3) *
Carol R. Kaufman........................................ 54,833(4) *
Moses Marx.............................................. 199,553(3) 1.4%
Nicholas J. Pichotta.................................... 28,700(5) *
Donald Press............................................ 30,049(3) *
Steven Rosenberg........................................ 17,516(3) *
Allan E. Rubenstein, M.D................................ 15,477(6) *
Robert S. Weiss......................................... 234,665(7) 1.7%
Stanley Zinberg, M.D.................................... 8,280(8) *
All current directors and executive officers as a group
(13 persons).......................................... 1,067,142 7.6%
</TABLE>
- --------------
* Less than 1%.
(1) Includes 289,722 shares which Mr. Bender could acquire upon the exercise of
presently exercisable stock options.
(2) Includes 49,667 shares which Mr. Fryling could acquire upon the exercise of
presently exercisable stock options.
(3) Includes 284 restricted shares which each of Messrs. Kalkstein, Marx, Press
and Rosenberg were granted in November 1999 pursuant to the 1996 Long Term
Incentive Plan for Non-Employee Directors (the '1996 LTIP'). Each director
has sole voting power with respect to those 284 shares; however, disposition
is restricted pursuant to the terms of the 1996 LTIP. Also includes 13,333
shares which each of them could acquire upon the exercise of presently
exercisable stock options.
(4) Includes 38,000 shares which Ms. Kaufman could acquire upon the exercise of
presently exercisable stock options.
(5) Includes 28,200 shares which Mr. Pichotta could acquire upon the exercise of
presently exercisable stock options.
5
<PAGE>
(6) Includes 355 restricted shares granted to Dr. Rubenstein in November 1999
pursuant to the terms of the 1996 LTIP. Dr. Rubenstein has sole voting power
with respect to those 355 shares; however, disposition is restricted
pursuant to the terms of the 1996 LTIP. Also includes 10,417 shares which
Dr. Rubenstein could acquire upon the exercise of presently exercisable
stock options.
(7) Includes 2,554 shares held on account for Mr. Weiss under the Company's
401(k) Savings Plan and 184,000 shares which he could acquire upon the
exercise of presently exercisable stock options.
(8) Includes 284 restricted shares granted to Dr. Zinberg pursuant to the terms
of the 1996 LTIP. Dr. Zinberg has sole voting power with respect to those
284 shares; however, disposition is restricted pursuant to the terms of the
1996 LTIP. Also includes 7,222 shares which Dr. Zinberg could acquire upon
the exercise of presently exercisable stock options.
PRINCIPAL SECURITYHOLDERS
The following table sets forth information regarding ownership of
outstanding shares of the Company's common stock by those individuals or groups
who have advised the Company that they own more than five percent (5%) of such
outstanding shares.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
AS OF DECEMBER 31, 1999
--------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
------------------------ --------- ---------
<S> <C> <C>
Thomson Horstmann & Bryant, Inc ......................... 901,750(1) 6.47%
Park 80 West, Plaza Two
Saddle Brook, NJ 07663
</TABLE>
- --------------
(1) Reported as of December 31, 1999 in its Schedule 13G/A dated January 12,
2000.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows compensation paid in or with respect to each of the
last three fiscal years to the individual who served as the Company's Chief
Executive Officer for fiscal 1999, and to each person who was, for the fiscal
year ended October 31, 1999, among the four other most highly compensated
executive officers of the Company or its subsidiaries.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- -----------------------------------
AWARDS PAYOUTS
------------------------- -------
RESTRICTED SECURITIES
NAME AND PRINCIPAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
-------- ---- ------ ----- ------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. Thomas Bender ........... 1999 $385,000 $240,625 -0- 35,000 -0- $1,426(1)
President and Chief 1998 $367,000 $146,800 -0- 233,000 -0- $2,250(1)
Executive Officer 1997 $333,700 $270,297 -0- 32,611 $60,966 $2,250(1)
Gregory A. Fryling ......... 1999 $180,523 $ 90,262 -0- 18,000 -0- $ 554(2)
Vice President, Business 1998 $173,583 $ 55,547 -0- 16,000 -0- $ 654(2)
Development 1997 $166,666 $ 98,000 -0- 14,000 -0- $ 541(3)
Carol R. Kaufman ........... 1999 $187,000 $ 93,500 -0- 18,000 -0- $ 656(2)
Vice President of Legal 1998 $178,000 $ 56,960 -0- 16,000 -0- $ 845(2)
Affairs, Secretary and 1997 $168,000 $108,864 -0- 14,000 -0- $ 716(3)
Chief Administrative
Officer
Nicholas J. Pichotta ....... 1999 $215,000 $ 41,710 -0- -0- -0- $ 936(2)
President and CEO of 1998 $210,000 $ 16,800 -0- 10,000 -0- $1,322(2)
CooperSurgical, Inc. 1997 $200,000 $111,200 -0- 15,000 $60,966 $1,174(3)
Robert S. Weiss ............ 1999 $271,000 $152,438 -0- 27,000 -0- $ 836(2)
Executive Vice President, 1998 $258,200 $ 92,952 -0- 163,000 -0- $1,599(2)
Treasurer and CFO 1997 $239,100 $154,937 -0- 19,000 -0- $1,408(3)
</TABLE>
- --------------
(1) Consists of income associated with life insurance coverage.
(2) Consists of a $400 contribution by the Company to a 401(k) account and
income associated with life insurance coverage.
(3) Consists of a $300 contribution by the Company to a 401(k) account and
income associated with life insurance coverage.
OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES
TOTAL OPTIONS OF STOCK PRICE APPRECIATION
GRANTED TO FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION -------------------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5%($) 10%($)
---- ------- ----------- --------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
A. Thomas Bender............... 35,000(1) 18% $27.56 10/25/09 $ 606,774 $ 1,537,551
Gregory A. Fryling............. 18,000(1) 9% $27.56 10/25/09 $ 312,055 $ 790,740
Carol R. Kaufman............... 18,000(1) 9% $27.56 10/25/09 $ 312,055 $ 790,740
Nicholas J. Pichotta........... -0- -0- -0- -0- -0- -0-
Robert S. Weiss................ 27,000(1) 14% $27.56 10/25/09 $ 468,083 $ 1,186,111
All Stockholders as a Group.... N/A N/A N/A N/A $266,057,709(3) $674,242,472(3)
</TABLE>
- --------------
(1) The option will become exercisable when the average of the closing prices of
a share of the Company's common stock on the NYSE during 30 consecutive
calendar days following the date of grant equals $33.07.
(2) The dollar amounts under these columns are the results of calculations at
the 5% and 10% annual appreciation rates set by the SEC for illustrative
purposes and are not intended to forecast future financial performance or
possible future appreciation, if any, in the price of the Company's common
stock. Stockholders are, therefore, cautioned against drawing any
conclusions from the appreciation data shown, aside from the fact that
optionees will only realize value from option grants if the price of the
Company's common stock appreciates, which would benefit all stockholders
commensurately.
(3) Assumes a base market capitalization of $423,215,117, computed on the basis
of the number of shares outstanding and the average of the high and the low
trading price of the Company's common stock on December 31, 1999.
7
<PAGE>
AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
OCTOBER 31, 1999 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED OPTIONS AT FISCAL YEAR END FISCAL YEAR END
NAME ON EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
A. Thomas Bender..... 24,445 $529,243 289,722/235,000 $1,588,860/$0
Gregory A. Fryling... -0- -0- 49,667/18,000 $336,210/$0
Carol R. Kaufman..... -0- -0- 38,000/18,000 $123,210/$0
Nicholas J.
Pichotta........... -0- -0- 28,200/0 $57,038/$0
Robert S. Weiss...... 13,333 $198,845 184,000/167,000 $889,899/$0
</TABLE>
RETIREMENT INCOME PLAN
The Company's Retirement Income Plan was adopted in December 1983. All
employees of the Company and certain of its subsidiaries who work at least 1,000
hours per year are covered by the plan. For services performed after
December 31, 1988, members are entitled to an annual retirement benefit equal to
.6% of base annual compensation up to $10,000 and 1.2% of base annual
compensation which exceeds $10,000 but is not in excess of the applicable annual
maximum compensation permitted to be taken into account under Internal Revenue
Service guidelines for each year of service. For service prior to January 1,
1989, members are entitled to an annual retirement benefit equal to .75% of base
annual compensation up to the Social Security Wage Base in effect that year and
1.5% of base annual compensation in excess of the Social Security Wage Base for
each year of service.
The estimated annual benefits payable under this plan upon retirement (at
the normal retirement age of 65) for Messrs. Bender, Weiss, Pichotta, Fryling
and Ms. Kaufman are approximately $22,000, $55,000, $38,000, $54,000 and
$35,000, respectively.
CONTRACTS
The Company, either directly or through one of its subsidiaries, is party to
employment agreements with A. Thomas Bender, Robert S. Weiss, Nicholas J.
Pichotta, Gregory A. Fryling and Carol R. Kaufman. The agreements with Messrs.
Bender, Weiss, Pichotta and Fryling provide that if (i) the Company terminates
the employee without Cause or (ii) the employee terminates his employment for
Good Reason or following a Change of Control (as each term is defined in the
respective agreements), the Company will pay Mr. Bender 200%, Mr. Weiss 150%,
Mr. Pichotta 100% and Mr. Fryling 100% of his annual base salary, except that
Mr. Weiss' payment would be reduced to 100% if the termination arises out of a
Change of Control and Mr. Pichotta's payment could, in certain circumstances,
increase to 150% following a Change of Control. In addition, they would receive
a pro-rata share of any amounts that would have been payable to each of them
under the Company's Incentive Payment Plan. The agreement with Ms. Kaufman
provides for her to receive a payment equal to 100% of her annual base salary
following a Change of Control (as defined in the agreement). All of the
agreements provide that these employees would continue to participate in the
Company's various insurance plans for periods ranging from twelve to twenty-four
months.
COMPENSATION OF DIRECTORS
Each director who is not also an employee of the Company (a 'Non-Employee
Director') receives a stipend of $22,500 per annum. The Chairman of the Board,
receives a stipend of $28,125 per annum. Each Non-Employee Director serving as a
chairman of a committee of the Board receives an additional stipend of $1,000
per annum. Each Non-Employee Director receives meeting fees ranging from $125 to
$1,000 per meeting, depending on duration, and up to $1,000 per day for other
days substantially spent on affairs of the Company. Directors who are also
employees of the Company receive no additional compensation.
In addition, each November the Non-Employee Directors of the Company receive
restricted stock having a fair market value (determined according to a formula
contained in the 1996 LTIP) of $7,500 ($9,375 in the case of a Non-Employee
Chairman of the Board) and an option to purchase shares of stock, with an
exercise price equal to 100% of the fair market value of the common stock of the
Company on the date of grant. The options granted in November 1999 entitled each
Non-Employee Director to purchase up to 10,000 shares of the Company's common
stock (11,250 shares in the case of the Non-Employee Chairman of the Board).
8
<PAGE>
Restrictions will generally not be removed from the restricted stock until its
fair market value appreciates 20% from the date of grant or five years have
passed; the options generally will not become exercisable until the fair market
value of the common stock appreciates 20% from the date of grant or five years
have elapsed from the date of grant.
REPORT OF THE COMPENSATION COMMITTEE
In accordance with the rules and regulations of the SEC, the following
report of the Company's Compensation/Long Term Incentive Plan Committee (the
'Committee') and the performance graph appearing immediately thereafter shall
not be deemed to be soliciting material or to be filed with the SEC or subject
to Regulation 14A or 14C of the Exchange Act, or to the liabilities of Section
18 of the Exchange Act and shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, notwithstanding any general incorporation by reference of this Proxy
Statement into any other filed document.
SCOPE OF THE COMMITTEE; MEMBERS
The Committee is composed of three non-employee directors: Dr. Rubenstein
and Messrs. Kalkstein and Press.
The charter of the Committee provides that the Committee will review and
approve all aspects of the compensation paid to the Company's Chief Executive
Officer and the four other most highly paid executive officers, all salaries and
salary increases for executives whose annual base salary is $200,000 or greater
and all agreements providing for the payment of benefits following a change of
control of the Company or severance following a termination of employment. The
charter also calls for the Committee to review and approve the terms of each
incentive compensation and bonus program in effect and the aggregate amounts
which can be awarded thereunder each year. The members of the Committee also
administer the Company's LTIP.
EXECUTIVE COMPENSATION FOR FISCAL 1999
The Committee's philosophy regarding compensation of executive officers
emphasizes performance-based compensation, while recognizing the need to honor
existing employment agreements and the belief that executives should be
compensated at competitive levels that are sufficient to attract and retain
highly talented employees.
In keeping with the goal of enhancing the Company's profitability and
continuing to build stockholder value, the Company's long-term compensation
programs are designed to reward growth in stockholder value, as well as to
reward long-term service to the Company. The value of awards under such plans is
primarily dependent upon increases in the price of the Company's common stock
over a period of up to ten years. Generally, the plans require employees to
remain employed by the Company throughout the period in order to receive their
awards.
The level of annual compensation for individual executive officers is based
upon a number of factors. The Committee took into account a combination of the
individual executive officer's performance and the performance of the Company
and the individual business for which such person was responsible, the scope of
such person's responsibility, and the current compensation package in place for
that officer. The Committee also considered other published compensation data
covering the healthcare industry, and industry in general, to assess whether the
salary ranges in place for its executive officers are competitive. Increases in
an executive's annual base salary were dependent on such person's performance,
company-wide or a particular subsidiary's financial results and on general
levels of wage and price inflation.
In making awards under the 1999 Incentive Payment Plan (the 'IPP'), primary
consideration was given to the performance of the Company or the subsidiary for
which the executive officer worked. Participation levels under the Company's
1999 IPP were set at percentages of base salaries previously assigned to
designated positions within the corporate structure, modified to reflect the
recommendations of the Company's Chief Executive Officer. IPP awards are paid
with respect to each fiscal year when the operating businesses, or the parent
Company, as a consolidated entity (depending upon the executive's employer) meet
specified performance targets. In fiscal 1999 performance targets for executives
employed by an operating subsidiary were tied to the attainment by that business
of specified levels of net revenue, operating income and cash flow. For
executives employed by the parent Company, performance targets were tied to the
attainment of certain levels of
9
<PAGE>
consolidated net revenue, net income and cash flow. In addition, a portion of
each individual's award was granted on a discretionary basis by his or her
division head or the Chief Executive Officer, or in the case of the five most
highly paid executive officers, by the Committee, following an assessment of
each individual's performance.
Long term incentive awards are made under the Company's LTIP, based on
recommendations submitted to the Committee by the Company's Chief Executive
Officer. In fiscal 1999, awards consisted of grants of stock options having
exercise prices equal to 100% of the fair market value of the Company's common
stock on the date of grant. The exercisability and future value of these options
is directly linked to increases in the price of the Company's common stock,
thereby linking long-term compensation to increased stockholder value and
continuing service to the Company.
CEO COMPENSATION FOR FISCAL 1999
Mr. Bender's $385,000 base salary represents his salary for serving as the
Company's President and CEO and for serving as the President of CooperVision.
Mr. Bender's 1999 bonus consisted of $240,625 paid under the IPP. Mr. Bender
was eligible to participate in the IPP at a level equal to 50% of the $385,000
salary paid to him in fiscal 1999, with such level subject to increase or
decrease depending on achievement of certain specified financial targets. The
determination of Mr. Bender's actual IPP payment depended upon both the
Company's ability to meet targeted net revenue, income and cash flow levels and
on the Committee's discretion. Based solely on the Company's financial
performance, Mr. Bender was entitled to receive a bonus of $96,250. An
additional $144,375 was awarded to Mr. Bender by the Committee under the
discretionary component of the IPP based on its belief that Mr. Bender's
performance in fiscal 1999 contributed to the overall growth and improvement in
each of the Company's operations.
TAX CONSIDERATIONS
The Committee has not yet adopted a policy with respect to qualification of
executive compensation in excess of $1 million per individual for deduction
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder and does not anticipate that the compensation of any
executive officer during 2000 will exceed the limits for deductibility. In
structuring the Company's compensation programs and determining a policy for
future periods, the Committee would expect to consider all relevant factors,
including the Company's strategic goals, taking into consideration competitive
practice and market conditions, the Company's tax position and the materiality
of the amounts likely to be involved.
THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE
MICHAEL H. KALKSTEIN
DONALD PRESS
ALLAN E. RUBENSTEIN, M.D.
10
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Company's
common stock with the cumulative total return of the Standard & Poor's SmallCap
600 Stock Index (which includes the Company) and the Standard & Poor's Medical
Products & Supplies Index for the five-year period ended October 31, 1999. The
graph assumes that the value of the investment in the Company and in each index
was $100 on October 31, 1994 and assumes that all dividends were reinvested.
COMPARISON OF 5-YEAR CUMULATIVE RETURN
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
THE COOPER S&P S&P
COMPANIES, INC. SMALLCAP 600 HEALTH CARE
--------------- ------------ -----------
<S> <C> <C> <C>
10/31/94 100 100 100
10/31/95 75 121 168
10/31/96 183 146 200
10/31/97 454 193 233
10/31/98 302 178 326
10/31/99 318 200 331
</TABLE>
11
<PAGE>
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of KPMG LLP, independent
certified public accountants, to audit and opine upon the consolidated financial
statements of the Company for the fiscal year ending October 31, 2000, such
appointment to continue at the pleasure of the Board of Directors and to be
subject to ratification by the stockholders. KPMG LLP has served as auditors of
the Company since the Company's incorporation in 1980. The stockholders are
asked to ratify such appointment.
The Board of Directors expects that one or more representatives of KPMG LLP
will be present at the Annual Meeting and will be provided an opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
presented at the Annual Meeting, but if any such matters properly come before
the Annual Meeting, it is intended that the persons holding the accompanying
proxy will vote in accordance with their best judgment.
RECOMMENDATIONS
The Board of Directors of the Company recommends that the stockholders vote
FOR the election of the nominees for director named in this Proxy Statement and
FOR ratification of the appointment of KPMG LLP as independent certified public
accountants of the Company for fiscal 2000.
When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares will be voted as indicated or, if no directions
are indicated, the shares will be voted in accordance with the recommendations
of the Board of Directors.
STOCKHOLDER NOMINATIONS AND PROPOSALS
Stockholder proposals for presentation at the 2001 Annual Meeting of
Stockholders must be received at the Company's principal executive offices on or
before October 14, 2000. The Nominating Committee or, if none exists, the Board
of Directors will consider suggestions from stockholders for nominees for
election as directors at the 2001 annual meeting of stockholders. For a
stockholder to nominate any person for election as a director at the 2001 annual
meeting of stockholders, the person making such nomination must be a stockholder
entitled to vote and such nomination must be made pursuant to timely notice. The
Company's By-laws provide that stockholders desiring to nominate a director or
bring any other business before the stockholders at the 2001 annual meeting of
stockholders must notify the Secretary of the Company in writing not later than
the close of business on the 90th day nor earlier than the close of business on
the 120th day prior to March 28, 2001 (or, if the date of the 2001 annual
meeting is more than 30 days before or more than 70 days after March 28, 2001,
notice by the stockholder must be so delivered not earlier than the close of
business on the 120th day prior to the meeting and not later than the close of
business on the later of the 90th day prior to the meeting or the 10th day
following the date on which public disclosure of the date of the meeting is
first made by the Company) and, with respect to nominations for directors, if
the number of directors to be elected at the 2001 annual meeting of stockholders
is increased and there is no public announcement by the Company naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 100 days prior to March 28, 2001, notice will also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it is delivered to the Secretary at the principal
executive offices of the Company not later than the close of business on the
10th day following the day on which such public announcement is first made by
the Company. Such notice must set forth certain information specified in the
Company's By-laws.
By Order of the Board of Directors
ALLAN E. RUBENSTEIN, M.D.
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors
12
<PAGE>
[Logo]
- --------------------------------------------------------------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
- --------------------------------------------------------------------------------
MEETING DATE
MARCH 28, 2000
<PAGE>
APPENDIX I
- --------------------------------------------------------------------------------
THE COOPER COMPANIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MARCH 28, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of The Cooper Companies, Inc., a Delaware
corporation, hereby appoints CAROL R. KAUFMAN, ROBERT S. WEISS and STEPHEN C.
WHITEFORD, and each of them, proxies, with full power of substitution, to vote
all of the shares of common stock of The Cooper Companies, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of The
Cooper Companies, Inc. to be held at The New York Marriott East Side, 525
Lexington Avenue, New York, NY, on March 28, 2000 at 10:00 a.m., eastern
standard time, and at any adjournments or postponements thereof, as set forth on
the reverse, and in their discretion upon any other business that may properly
come before the meeting.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1
AND 2 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 3.
PLEASE MARK THE PROXY CARD, FILL IN THE DATE AND SIGN ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
PLEASE MARK YOUR
A [ X ] VOTES AS IN THIS
EXAMPLE.
</TABLE>
<TABLE>
<CAPTION>
FOR THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE "FOR"
all nominees WITHHELD ITEMS ONE AND TWO.
except as noted on from all
the line below nominees NOMINEES: FOR AGAINST ABSTAIN
<S> <C> <C>
1. ELECTION [ ] [ ] A. Thomas Bender 2. Ratification of the appointment [ ] [ ] [ ]
OF EIGHT Michael H. Kalkstein of KPMG LLP as independent
DIRECTORS Moses Marx certified public accountants of The
(check one box only) Donald Press Cooper Companies, Inc. for the
Steven Rosenberg fiscal year ending October 31,
(Instruction: To withhold authority to Allan E. Rubenstein, M.D. 2000.
vote for any individual nominee(s), Robert S. Weiss
write that nominee's name(s) on the Stanley Zinberg, M.D. 3. In their discretion, the proxies are authorized to
line below:) vote for the election of such substitute nominee(s)
for directors as such proxies may select in the event
that any nominee(s) named above become unable to
- ------------------------------------------- serve, and on such other matters as may properly come
before the Meeting or any adjournments or
postponements thereof.
THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED
BY YOU.
PLEASE COMPLETE, SIGN, DATE AND MAIL THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
MARK HERE FOR ADDRESS CHANGE [ ]
AND NOTE BELOW
SIGNATURE____________________________________ DATE____________ SIGNATURE____________________________________ DATE____________
NOTE: Please date this proxy and sign your name exactly as it appears herein. In the case of joint ownership, each joint owner
must sign. If signing as an executor, trustee, guardian, attorney or in any other representative capacity or as an officer
of a corporation, please indicate your full title as such.
</TABLE>
