<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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
COOPER DEVELOPMENT COMPANY
- - - --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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Notes:
<PAGE>
COOPER DEVELOPMENT COMPANY
2420 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
TEL: (415) 233-2727
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
To the Stockholders of
COOPER DEVELOPMENT COMPANY
NOTICE IS HEREBY GIVEN that the Annual Meeting of Cooper Development Company
("CDC" or the "Company"), a Delaware corporation, will be held at the Quadrus
Conference Center, 2400 Sand Hill Road, Menlo Park, CA 94025, on Wednesday,
April 26, 1995 at 9:30 A.M., local time, for the purpose of considering and
acting upon the following:
1. The election of four directors to the Board of Directors.
2. The transaction of such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on March 17, 1995
will be entitled to notice of and to vote at the meeting and any
adjournments or postponements thereof.
By Order of the Board of Directors
/s/ Carol R. Kaufman
Carol R. Kaufman
Secretary
Date: March 20, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THE PROXY MAY BE
REVOKED BY YOU AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE PRESENT AT
THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE YOUR RIGHT TO VOTE YOUR SHARES IN PERSON
<PAGE>
COOPER DEVELOPMENT COMPANY
2420 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 1995
INTRODUCTION AND INFORMATION REGARDING PROXIES
This Proxy Statement is being furnished to stockholders of Cooper Development
Company ("CDC" or the "Company") in connection with the solicitation of proxies
by the Board of Directors of CDC for use at the Annual Meeting of Stockholders
of CDC to be held on April 26, 1995. The approximate date on which this Proxy
Statement and form of proxy will be first sent or given to security holders is
March 20, 1995.
Proxies are being solicited by and on behalf of the Board of Directors of CDC
for use at CDC's Annual Meeting of Stockholders to be held at the Quadrus
Conference Center, 2400 Sand Hill Road, Menlo Park, CA 94025, on Wednesday,
April 26, 1995 at 9:30 A.M., local time, (and at any adjournment or
postponements thereof).
When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted at the Annual
Meeting in accordance with the directions indicated thereon or, if no direction
is indicated, the shares will be voted in accordance with the recommendations
of CDC's Board of Directors. A stockholder who executes and returns a proxy may
revoke it at any time prior to its exercise by giving written notice of such
revocation to the Secretary of CDC, by executing a later-dated proxy or by
revoking it in person at the Annual Meeting. Attendance at the Annual Meeting
by a stockholder who has executed and returned a proxy does not alone revoke
such proxy.
The costs of preparing and mailing this Notice and Proxy Statement and the
enclosed forms of proxy will be paid by the Company. In addition to soliciting
proxies by mail, officers and regular employees of the Company may, for no
additional compensation therefore, solicit proxies in person and by telephone
or telegraph and the Company has retained D.F. King & Co., Inc., 60 Broad
Street, New York, New York to assist in the solicitation of proxies. The
Company will pay D.F. King & Co., Inc. a fee estimated at $3,000 plus
reimbursement of its reasonable out-of-pocket expenses. The Company will pay
expenses for sending solicitation material to principals and obtaining their
instructions.
OUTSTANDING STOCK AND VOTING RIGHTS
Holders of record of shares of CDC Common Stock as of the close of business
on March 17, 1995 are entitled to notice of and to vote at the CDC Annual
Meeting. As of March 17, 1995, there were 3,629,376 shares of CDC Common Stock,
par value $.10 per share, outstanding, excluding treasury shares, each of which
is entitled to one vote on each matter considered at the Annual Meeting. CDC
has no other class or series of voting securities outstanding.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting, each to serve until
the next Annual Meeting of Stockholders and until his successor is elected and
qualified. If for any reason any nominee should not be available for election
or able to serve as director, the accompanying proxy will be voted for the
election of such other person, if any, as the Board of Directors may designate.
The Board of Directors has no reason to believe that any nominee will be
unavailable for election or unable to serve.
BIOGRAPHICAL INFORMATION AND SHARE OWNERSHIP
The nominees for election as directors are currently members of the Board of
Directors of CDC. Messrs. Gilleran, Kruttschnitt, Montgomery and Schultz were
elected by the CDC stockholders at the last Annual Meeting. The names of the
four 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 and the number of shares of CDC Common
Stock owned beneficially or of record by each nominee as of March 17, 1995.
<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING
AS
NAME, PRINCIPAL OCCUPATION DIRECTOR NUMBER OF PERCENTAGE
AND OTHER DIRECTORSHIPS AGE OF CDC SHARES OF CLASS
-------------------------- --- --------- --------- ----------
<S> <C> <C> <C> <C>
James E. Gilleran.......................... 61 1988 5,000 *
Mr. Gilleran was elected a Director in July
1988. He has served as the Chairman of the
Board and Chief Executive Officer of the
Bank of San Francisco since October 1994.
He served as the Superintendent of Banking
for the State of California from July 1989
until October 1994 and served as the
President of The Commonwealth Group, Inc.
(a financial consulting firm) from October
1987 until July 1989. He was the managing
partner of the San Francisco office of Peat
Marwick Main & Co. (a public accounting
firm) from July 1977 to September 1986 and
a partner of Peat Marwick Main & Co. from
September 1986 to September 1987. He also
serves as a director of The Fritz
Companies, a freight forwarding company.
Theodore H. Kruttschnitt................... 52 1992 1,089,149 30%
Mr. Kruttschnitt was elected a Director in
March 1992. He founded California
Innkeepers (an owner/operator of hotels) in
May 1970 and serves as its Chairman of the
Board. Mr. Kruttschnitt has also been
Chairman of the Board of Burlingame Bancorp
(a commercial bank holding company) since
1983. He also serves as a Director of
Hanover Direct, Inc. (a merchandiser of
specialty products through catalog sales)
and various private companies.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING
AS
NAME, PRINCIPAL OCCUPATION DIRECTOR NUMBER OF PERCENTAGE
AND OTHER DIRECTORSHIPS AGE OF CDC SHARES OF CLASS
-------------------------- --- --------- --------- ----------
<S> <C> <C> <C> <C>
Parker G. Montgomery....................... 66 1982 1,089,148 30%
Mr. Montgomery has been Chairman and Presi-
dent since 1988. He founded Cooper Labora-
tories, Inc. ("Cooper Labs ) in 1958 and
served in various capacities with that com-
pany, most recently as its Chairman of the
Board of Directors and President, until its
assets were distributed to its stockholders
in June 1985. He was also Chairman of the
Board and President of The Cooper Compa-
nies, Inc. ("TCC") until July 1988 and Oc-
tober 1988, respectively and Chairman of
the Board and President of Cooper Life Sci-
ences, Inc. ("CLS") until his resignation
in September 1989.
Jackson L. Schultz......................... 69 1988 5,000 *
Mr. Schultz was elected a Director in De-
cember 1988. He has been a consultant for
Wells Fargo & Co. (a bank holding company)
since September 1990 and also served as Se-
nior Vice President for Public and Govern-
mental Affairs for Wells Fargo Co. from
1973 to August 1990.
</TABLE>
* less than 1%
BOARD COMMITTEES, MEETINGS AND COMPENSATION
CDC's Board of Directors has a standing Audit and Finance Committee whose
functions include recommending to the Board of Directors the selection of CDC's
independent public accountants and reviewing with such accountants the scope
and results of their audit and the adequacy of CDC's systems of internal
control. In addition, the Committee approves non-audit services rendered to CDC
by its independent public accountants. The Audit and Finance Committee also
recommends to the Board of Directors the compensation and benefits for senior
management and directors. The Audit and Finance Committee also may determine
which employees shall participate in CDC's Incentive Payment Plan, the levels
at which such employees shall participate and the annual performance goals.
CDC's Board of Directors has a Stock Plan Committee which is currently
inactive. CDC's Board of Directors has a Special Committee which administers
CDC's Stockholders' Rights Plan and advises the Board of Directors on the
fairness of certain transactions. CDC's Board of Directors also has a
Compensation Committee which is responsible for setting compensation practices
for the Company as they relate to compensation of executive officers. CDC does
not have a nominating committee.
Mr. Gilleran and Mr. Schultz are current members of the Audit and Finance
Committee, Stock Plan Committee, the Compensation Committee and the Special
Committee. Mr. Gilleran serves as the Chairman
3
<PAGE>
of the Audit and Finance Committee. Mr. Kruttschnitt is a member of the Audit
and Finance Committee and the Stock Plan Committee. No executive officer of CDC
serves as a Director or on the Compensation Committee of the Board of another
entity, where an executive officer of the other entity serves on the
Compensation Committee of CDC.
Each director who is not an employee of CDC receives quarterly fees of $9,000
for serving as a director and $1,500 for each day he attends a meeting of the
Board of Directors and, if on a separate day, of a committee of which he is a
member. During fiscal 1994, CDC's Board of Directors met six times and acted
six by unanimous written consent, and its Audit and Finance Committee met
twice. Mr. Gilleran, Mr. Kruttschnitt and Mr. Schultz each received $45,000 for
services performed as directors during fiscal 1994. Each director was paid a
special bonus of $24,000.
EXECUTIVE OFFICERS
The following are the current executive officers of CDC:
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
Michael J. Braden.......... 44 Vice President, Treasurer and Controller
Carol R. Kaufman........... 45 Vice President and Secretary
Parker G. Montgomery....... 66 Chairman of the Board of Directors and President
</TABLE>
Mr. Braden was elected Vice President and Controller in August 1988 and
Treasurer in September 1988. He served in various capacities with Cooper
Laboratories, Inc. ("Cooper Labs") and The Cooper Companies, Inc. ("TCC") from
January 1977 until January 1988, including Senior Internal Auditor, Area
Financial Director and Controller of CooperVision Optics. He also served as
Vice President, Treasurer and Controller of Cooper Life Sciences, Inc. ("CLS")
from August 1988 until his resignation in September 1989.
Ms. Kaufman was elected Vice President and Secretary in January 1989. She
joined the Controller's Department of Labs in 1971 and served in various
capacities with Labs and TCC, including Assistant Corporate Controller,
Director of Corporate Development and Deputy Corporate Controller. From 1986 to
July 1988 she was Vice President of Cooper & Co., the corporate transaction
services division of CDC. She also served as Vice President and Treasurer of
CDC from July 1988 to September 1988.
Mr. Montgomery has been Chairman of the Board and President since 1988. He
founded Cooper Labs in 1958 and served in various capacities with that company,
most recently as its Chairman of the Board of Directors and President, until
its assets were distributed to its stockholders in June 1985. He was also
Chairman of the Board of Directors and President of TCC until July 1988 and
October 1988, respectively, and Chairman of the Board and President of CLS
until his resignation in September 1989.
4
<PAGE>
EXECUTIVE COMPENSATION
The Company believes that stockholders should be provided information about
executive compensation which is easily understood and relevant. The following
report by the Compensation Committee outlines CDC's policy regarding executive
compensation and displays actual compensation in tabular form. This information
is intended to enable our shareholders to clearly understand the cash and
equity-based compensation awards to its three highest paid executive officers
(including the CEO) and the underlying principles which govern executive
compensation awards. Stockholders who feel the information is not clear are
welcome to submit comments.
EXECUTIVE COMPENSATION POLICY
CDC believes that its executive compensation program should attract and
retain executives of the highest caliber in order to effectively manage and
expand its business. The Company integrates its executive compensation program
with its annual and strategic planning process and rewards its executives for
meeting aggressive business goals.
The Company's executive compensation program is designed to align
compensation with business strategy and objective performance measurement. The
program:
. Sets pay levels for top executives above pay levels offered by companies
of similar size and industry type in order to attract and retain
exceptionally qualified executives.
. Ties salary increases specifically to meeting strategic business
objectives.
. Makes a significant portion of total executive pay "variable incentive
pay" earned only by reaching specific annual performance goals.
. Eliminates windfall types of executive compensation such as Restricted
Stock Grants to which no performance measures have been assigned.
BASE PAY LEVELS
CDC uses market data as a basis for setting executive pay levels. Generally,
CDC compares its compensation levels to companies in similar industries, of
similar size, who compete in the same marketplace, and have similar
technological requirements. In performing its market comparison, CDC compares
its compensation levels with consumer product companies with annual sales under
$50,000,000. The midpoint of an executive pay range is set close to the 50th
percentile of all market data compared (50th percent of incumbents in the
market data are paid at a lower salary). Incumbents are hired at a base salary
within the range based on variables such as qualifications, experience and
marketability.
Pay increases are tied specifically to individual and corporate performance.
In an attempt to build CDC's businesses, the Company has made a conscious
decision to grow rapidly with long-term goals, rather than short-term goals, in
mind. This requires investment spending, sacrificing immediate profits for
rapid growth and expansion. Executives who must manage in such a rapid growth
environment are rewarded based on sales line performance rather than bottom
line performance measures.
5
<PAGE>
VARIABLE INCENTIVE PAY
The Company offers an Incentive Payment Program for its executives which
measures sales, profitability (or budgeted loss), and return on assets. To
encourage management to develop and execute strategic business plans and to
ensure the highest return to investors, executives participate in an annual
incentive program which is paid only when specific annual goals are met. The
Plan also allows for a significant upside bonus when goals are exceeded. Target
bonus levels for senior executives range from 25% to 50% of base salaries with
a maximum payout equal to 1.5 to 2.0 times the basic award for exceptional
performance. The Company believes that making a significant portion of total
compensation variable and specifically dependent upon Company performance will
ensure the maximum return to stockholders as well as rapid growth for the
company.
Recognizing the need to compete in an increasingly competitive market, the
Company tracks its performance against that of a "competitive group" of
companies in the same industry. Decisions by the Company's Board of Directors
or Compensation Committee to grant incentive awards are guided not only by
company performance but additionally by industry performance levels.
SUMMARY
CDC believes that by combining higher than average base starting salaries
with future increases in base pay tied specifically to company and individual
performance will ensure dynamic growth and a higher return on stockholder
equity.
6
<PAGE>
Competitive compensation programs coupled with sound planning for retirement
income enables CDC to attract, motivate and retain executives of the highest
caliber capable of taking the business forward rapidly. The Company's practice
of tying a large portion of total pay to specific organizational performance
targets assures that our stockholders will realize a significant return on
their investment as it moves the business forward.
PERFORMANCE GRAPH APPEARS HERE
COMPARISON OF FIVE-YEAR TOTAL RETURN
COOPER DEVELOPMENT COMPANY, NASDAQ AND SIC 2844
<TABLE>
<CAPTION>
COOPER
Measurement Period DEVELOPMENT
(Fiscal Year Covered) COMPANY NASDAQ SIC 2844
- - - --------------------- ----------- ------ --------
<S> <C> <C> <C>
Measurement Pt- 10/31/89 $100 $100 $100
FYE 10/31/90 $ 20.2 $ 82.2 $ 86.5
FYE 10/31/91 $132.3 $104.5 $142.2
FYE 10/31/92 $ 74.2 $101.2 $170.3
FYE 10/31/93 $ 43.6 $132.8 $149.8
FYE 10/31/94 $ 64.5 $141.2 $186.0
</TABLE>
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION ALL OTHER
------------------------------ ---------------------------- ------------
AWARDS
------------------
OPTIONS LONG-TERM
/ INCENTIVE ALL OTHER
NAME AND OTHER ANNUAL RESTRICTED SAR'S PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK (#) ($) ($)
- - - ------------------ ----- -------- -------- ------------ ---------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Parker G. Montgomery 1994 $300,000 $200,000 -- -- -- -- --
Chairman of the Board 1993 $300,000 $ 75,000 -- -- -- -- $938
and President 1992 $300,000 -- -- -- -- -- --
Michael J. Braden 1994 $120,000 $ 60,000 -- -- -- -- $2,250
Vice President,
Treasurer 1993 $120,000 $ 67,500 -- -- -- -- $1,800
& Controller 1992 $120,000 $ 30,000 -- -- -- -- --
Carol R. Kaufman 1994 $120,000 $ 30,000 -- -- -- -- $1,500
Vice President & 1993 $120,000 -- -- -- -- -- $1,500
Secretary 1992 $120,000 $ 30,000 -- -- -- -- --
Ernst Buchert 1994 $187,319 $ 46,830 -- -- -- -- --
President 1993 $170,861 $ 42,715 -- -- -- -- --
Cabot International 1992 $115,272 $ 28,818 -- -- -- -- --
Linda Maiocco 1994 $120,000 $ 30,000 -- -- -- -- $1,525
President 1993 $ 10,000 -- -- -- -- -- --
Cabot USA 1992 -- -- -- -- -- --
</TABLE>
- - - --------
Note: The All Other Compensation column includes the Company match to the
401(k) Plan.
COMPANY PERFORMANCE VS. CEO COMPENSATION
Total annual compensation for the CEO is tied to company performance and
competitive pay practices. A significant portion of the CEO's total
compensation is variable, payable only when the company achieves certain
performance levels. This is evidenced by total annual compensation paid Mr.
Montgomery over the past three years:
<TABLE>
<CAPTION>
OPERATING PRIMARY
TOTAL INCOME NET INCOME (LOSS)
YEAR COMPENSATION NET SALES (LOSS) PER SHARE
---- ------------ --------- --------- -----------------
<S> <C> <C> <C> <C>
1994 $500,000 $20,078,000 ($8,162,000) $2.10
1993 $375,000 $17,937,000 ($5,334,000) ($2.34)
1992 $300,000 $16,308,000 ($5,471,000) ($2.34)
</TABLE>
Although stockholders' total return is taken into account, the Company
believes that since there are many factors that influence market value, we do
not base the CEO's compensation solely on this measure. In fact, the Company
has a strategic direction that plans for loss in the near term in order to
facilitate rapid growth, increased market share and ultimately higher return
for the stockholders than could be achieved by a more conservative approach.
8
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF BENEFIT SERVICE
--------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
125,000 16,927 22,569 28,211 33,853 39,495
150,000+ 20,677 27,569 34,461 41,353 48,245
</TABLE>
Compensation covered under the Plan is generally all taxable income
(excluding moving expenses) plus certain amounts deferred pursuant to salary
reduction agreements (e.g., 401(k)). Compensation in excess of limits set by
law for qualified plans is disregarded. In 1994, this limit was $150,860. For
purposes of determining benefits under the Plan, average compensation over a
sixty month period (generally, that period which results in the highest
average) is used. Benefit amounts shown above are annual amounts payable for
the life of the participant, commencing at age 65. Benefits are reduced if
retirement is before age 65. As of December 31, 1994, Mr. Montgomery had 10
years of benefit service, Mr. Braden had seven years and Ms. Kaufman had nine
years. Pensionable earnings during 1994 for Mr. Montgomery, Mr. Braden and Ms.
Kaufman were $150,000 each. Mr. Braden's indicated service does not include his
credited service under the Revo, Inc. Plan. His accrued benefit of $4,585 from
this plan was transferred to the Plan in 1990 and is payable in addition to
benefits based on his indicated service.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information regarding beneficial
ownership of CDC common stock as of March 17, 1995, (i) by each person who is
known by CDC to own beneficially more than 5% of CDC Common Stock, (ii) by each
director and (iii) by all current directors and officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
AS OF
MARCH 17, 1995
--------------------
OFFICERS, DIRECTORS AND NUMBER PERCENTAGE
5% STOCKHOLDER OF SHARES OF CLASS
----------------------- --------- ----------
<S> <C> <C>
James E. Gilleran.......................................... 5,000 *
Theodore H. Kruttschnitt
1350 Bayshore Highway, Suite 850
Burlingame, CA 94010...................................... 1,089,149 30%(1)
Parker G. Montgomery
2420 Sand Hill Road, Suite 300
Menlo Park, CA 94025...................................... 1,089,148 30%(2)
Jackson L. Schultz......................................... 5,000 *
All current directors and officers
as a group (six persons).................................. 2,191,257 60%
</TABLE>
- - - --------
(1) Does not include 728,371 shares of common stock issuable upon conversion of
an aggregate of $1,474,049 of the Company's 8% promissory notes. Upon
conversion of all of the Company's 8% Promissory Notes the percentage of
class ownership would increase to 36%.
(2) Does not include 728,371 shares of common stock issuable upon conversion of
an aggregate of $1,474,049 of the Company's 8% promissory notes. Upon
conversion of all of the Company's 8% Promissory Notes the percentage of
class ownership would increase to 36%.
*less than 1%
9
<PAGE>
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
CDC LOANS
Pursuant to Note Purchase Agreements dated October 15, 1993 and October 29,
1993, the Company sold $902,925 principal amount of promissory notes to each of
Theodore H. Kruttschnitt and Parker G. Montgomery. The notes bear interest as
8% per annum and are due on demand. The notes are convertible into shares of
the Company's Common Stock at a conversion price of $2.00 per share. Each of
Mr. Kruttschnitt and Mr. Montgomery also holds notes with an aggregate
principal amount of $571,124 purchased pursuant to Note Purchase Agreements
dated December 11, 1992, February 24, 1993 and May 28, 1993. These notes are
also convertible into shares of the Company's common stock at a price of $2
1/16 per share at the holder's option. During fiscal 1994, the Company paid
Messrs. Kruttschnitt and Montgomery $116,000 in interest.
CONSULTING FEES WITH COMPANY'S FORMER SUNGLASS BUSINESS
On January 28, 1994 the Company consummated the sale of substantially all of
the assets of its Revo sunglass business to Bausch & Lomb, Incorporated ("B&L")
for $22,521,000 pursuant to a Purchase and Sale Agreement dated November 2,
1993. In connection with its purchase of the assets of the Company's Revo
sunglass business, B&L assumed consulting agreements effective February 1, 1994
with Michael J. Braden and Parker G. Montgomery at the rate of $75,000 and
$150,000 per annum, respectively, with such engagements guaranteed through
December 31, 1995. In addition, Mssrs. Montgomery and Braden are eligible to
participate in certain bonus plans applicable the Revo sunglass business. In
fiscal 1994, Mssrs. Montgomery and Braden received $112,500 and $56,250 for
consulting fees from B&L under this arrangement and earned bonuses of
equivalent amounts.
REAL ESTATE CONSULTING FEES
Pursuant to a Stock Purchase Agreement dated as of March 17, 1994, as
amended, between the Company and Michael B. Joseph, as Chapter 7 Trustee (the
"Trustee") of the Cooper Laboratories, Inc. Liquidating Trust, (the "Trust"),
the Company acquired on April 27, 1994 all of the capital stock of Cooper
Development SA, a Swiss Company ("CDSA"), for $3,250,000. Prior to the
Company's purchase of CDSA and during fiscal 1994, Mr. Montgomery received
$157,000 in consulting fees for assisting CDSA in the management, development
and sale of certain real estate in Mougins, France pursuant to a consulting
agreement with CDSA. Mr. Montgomery has voluntarily waived his right to receive
from CDSA any further compensation arising out of any future sale of the real
estate still owned by CDSA.
SECTION 16 FILINGS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and NASDAQ. Directors, executive officers and greater than ten
percent holders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received, the Company
believes that during fiscal 1994, all filing requirements under Section 16(a)
applicable to its directors and executive officers were met.
10
<PAGE>
APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick LLP,
independent certified public accountants, to audit the accounts and certify the
financial statements of the Company for the fiscal year ending December 31,
1995, with such appointment to continue at the pleasure of the Board of
Directors. This firm has acted as auditors of the Company since 1983.
The Board of Directors expects that one or more representatives of KPMG Peat
Marwick LLP, independent certified public accountants to the Company, will be
present at the meeting and will be available to respond to appropriate
questions.
OTHER MATTERS
The Board of Directors 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 CDC recommends that the stockholders vote FOR the
election of the four nominees for director named in this Proxy Statement.
When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted in accordance
with the directions indicated thereon or, if no direction is indicated, the
shares will be voted in accordance with the recommendations of the Board of
Directors.
STOCKHOLDERS PROPOSALS
All proposals of stockholders of CDC intended to be presented at the next
annual meeting of stockholders must be received by CDC no later than December
1, 1995 in order to be included in CDC's Proxy Statement and form of proxy
relating to that meeting.
11
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ANNUAL REPORT
The Annual Report on Form 10-K of the Company for the fiscal year ended
October 31, 1994 and the Company's Form 10-Q for the two month period ended
December 31, 1994 have been mailed to all stockholders of the Company of record
as of March 17, 1995, the record date for voting at the Annual Meeting.
By Order of the Board of Directors
/s/ Carol R. Kaufman
Carol R. Kaufman
Secretary
Menlo Park, California
March 20, 1995
12
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PROXY
COOPER DEVELOPMENT COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 26, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Cooper Development Company, a Delaware
corporation, hereby appoints PARKER G. MONTGOMERY, MICHAEL J. BRADEN and CAROL
R. KAUFMAN, and each of them, proxies, with full power of substitution, to vote
all of the shares of Common Stock, par value $.10 per share, of Cooper
Development Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Cooper Development Company to be held at the Quadrus
Conference Center, 2400 Sand Hill Road, Menlo Park, CA 94025, on April 26, 1995
at 9:30 A.M. local time, and at any adjournment or postponement thereof, as set
forth below, and in their discretion upon any other business that may properly
come before the meeting.
If no direction is given this proxy will be voted FOR the election of
directors.
(Please MARK the proxy card, fill in the DATE and SIGN on the reverse side and
MAIL promptly in the enclosed envelope.)
SEE REVERSE SIDE
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[X] Please mark votes as in this example.
1. Election of Directors:
NOMINEES: James E. Gilloren, Theodore H. Kruttschnitt, Parker G. Montgomery
and Jackson L. Schultz
FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[_] [_]
FOR except vote withheld from the following nominee(s)
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MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
(This proxy should be dated, signed by the stockholder(s) exactly as his or
her name appears hereon, and returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate. If shares are held by joint
tenants or as community property, both should sign.)
Signature: ____________________________________ Date __________________
Signature: ____________________________________ Date __________________
