8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2008

DATASCOPE CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-6516
(Commission
File Number) 13-2529596
(IRS Employer
Identification No.)

14 Philips Parkway
Montvale, New Jersey (Address of principal executive offices)	07645-9998 (Zip Code)

(Registrant’s telephone number, including area code): (201) 391-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 15, 2008, Datascope Corp. (“Datascope”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange Commission announcing the completion of its sale of the assets (excluding receivables), operations and certain liabilities of its Patient Monitoring business, and a significant portion of its global technical services business, to Mindray Medical International Limited. Datascope hereby amends the Initial 8-K to include the unaudited pro forma financial statements of Datascope Corp. required by Item 9.01(b) of Form 8-K. The information previously reported in the Initial 8-K is hereby incorporated by reference into this Form 8-K/A.

Item 9.01 Financial Statements and Exhibits

     (b) Unaudited Pro Forma Financial Information

The pro forma financial information required by this item is attached hereto as Exhibit 99.1 and is incorporated herein by reference

     (c) Exhibits:

Exhibit 99.1 Unaudited pro forma financial statements of Datascope Corp.

SIGNATURES

     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.

DATASCOPE CORP.

Registrant
 

/s/ Henry M. Scaramelli  

Vice President, Finance and 

Chief Financial Officer 

     Dated: May 20, 2008

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Unaudited pro forma financial statements of Datascope Corp.

EX-99.1

Exhibit 99.1

Datascope Corp. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Information

In March 2008, we entered into a definitive agreement to sell our Patient Monitoring business for $240 million to Mindray Medical International Limited. We received $209 million in cash at the closing and retained approximately $31 million of receivables generated by the PM business. The sale was completed on May 14, 2008 with an effective date of May 1.

The following unaudited pro forma condensed consolidated financial information has been prepared based on the historical consolidated financial statements of Datascope Corp. after giving effect to the sale of the Patient Monitoring business (“PM”), and the assumptions described in the accompanying notes to the unaudited pro forma condensed consolidated financial information.

Datascope’s unaudited pro forma statements of condensed consolidated statements of earnings give effect to the disposition of PM as if it had occurred on July 1, 2004, and the unaudited pro forma condensed consolidated balance sheet gives effect to the disposition as if it had occurred on March 31, 2008. The unaudited pro forma statements of condensed consolidated earnings were derived by adjusting the historical statements of consolidated earnings of Datascope for the removal of revenues and expenses associated with PM and the pro forma adjustments described in the notes to the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, the audited historical consolidated financial statements and notes thereto included in Datascope’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and unaudited Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.

The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of consolidated operations that would have actually been reported had the disposition occurred on July 1, 2004 for statements of condensed consolidated earnings purposes and as of March 31, 2008 for condensed consolidated balance sheet purposes, nor is it necessarily indicative of Datascope’s future consolidated financial position or consolidated results of operations. The unaudited pro forma condensed consolidated financial information is based upon estimates and assumptions. These estimates and assumptions are preliminary and have been made solely for the purposes of developing this pro forma information.

Datascope Corp. and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2008
(Unaudited, in thousands except per share amounts)

	Historical			Historical		Pro Forma			Pro Forma
	Datascope Corp.			Patient Monitoring		Adjustments			Datascope Corp.
				(g)
Assets
Current assets:
Cash and cash equivalents	$	17,588		$	—	$	209,000	(a)	$	226,588
Short-term investments		21,088			—		—			21,088
Accounts receivable, net		86,593			—		—			86,593
Inventories		38,247			—		—			38,247
Prepaid expenses and other current assets		14,736			—		(1,615	)(b)		13,121
Current deferred taxes		7,048			—		—			7,048
Current assets of discontinued operations		29,775			29,775		—			—
Total current assets		215,075			29,775		207,385			392,685
Property, plant and equipment, net		51,593			—		—			51,593
Long-term investments		24,323			—		—			24,323
Intangible assets, net		19,608			—		—			19,608
Goodwill		1,781			—		—			1,781
Other assets		30,341			—		—			30,341
Noncurrent assets of discontinued operations		61,850			61,850		—			—
	$	404,571		$	91,625	$	207,385		$	520,331
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	9,709		$	—	$	—		$	9,709
Accrued expenses		12,477			—		4,385	(c)		16,862
Accrued compensation		16,190			—		—			16,190
Deferred revenue		2,568			—		—			2,568
Income taxes payable		3,099			—		49,300	(d)		52,399
Current liabilities of discontinued operations		18,681			18,681		—			—
Total current liabilities		62,724			18,681		53,685			97,728
Other liabilities		24,461			—		—			24,461
Other liabilities of discontinued operations		1,738			1,738		—			—
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $1.00 per share:
Authorized 5,000 shares; Issued, none		—			—		—			—
Common stock, par value $0.01 per share:
Authorized, 45,000 shares;					—		—
Issued, 19,228 and 18,867 shares		192			—		—			192
Additional paid-in capital		120,224			—		—			120,224
Treasury stock at cost, 3,567 and 3,521 shares		(108,897	)		—		—			(108,897	)
Retained earnings		299,836			71,206		82,494	(e)		382,330
							71,206	(f)
Accumulated other comprehensive loss:
Cumulative translation adjustments		9,843			—		—			9,843
Benefit plan adjustments		(5,641	)		—		—			(5,641	)
Unrealized gain on available-for-sale securities		91			—		—			91
Total stockholders’ equity		315,648			71,206		153,700			398,142
	$	404,571		$	91,625	$	207,385		$	520,331

See notes to unaudited pro forma condensed consolidated financial statements.

Datascope Corp. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Earnings
For the Year Ended June 30, 2007
(In thousands, except per share amounts)
(Unaudited)

	Historical			Historical			Pro Forma
	Datascope Corp.			Patient Monitoring			Datascope Corp.
					(h)
Net sales	$	378,800		$	156,501		$	222,299
Cost of sales		167,408			89,940			77,468
Gross profit		211,392			66,561			144,831
Operating expenses:
Research and development expenses		34,785			12,413			22,372
Selling, general and administrative expenses		142,396			49,248			93,148
Special items		12,818			1,334			11,484
		189,999			62,995			127,004
Operating earnings		21,393			3,566			17,827
Other (income) expense:
Interest income		(2,481	)		(2	)		(2,479	)
Interest expense		115			5			110
Dividend income		(196	)		—			(196	)
Gain on sale of investment		(1,273	)		—			(1,273	)
Other, net		625			1			624
		(3,210	)		4			(3,214	)
Earnings from continuing operations before income taxes		24,603			3,562			21,041
Income taxes		7,138			1,425			5,713
Net earnings from continuing operations	$	17,465		$	2,137		$	15,328
Net earnings per share from continuing operations, basic	$	1.15		$	0.14		$	1.01
Weighted average number of common shares outstanding, basic		15,244			15,244			15,244
Net earnings per share from continuing operations, diluted	$	1.14		$	0.14		$	1.00
Weighted average number of common shares outstanding, diluted		15,387			15,387			15,387

See notes to unaudited pro forma condensed consolidated financial statements.

Datascope Corp. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Earnings
For the Year Ended June 30, 2006
(In thousands, except per share amounts)
(Unaudited)

	Historical			Historical		Pro Forma
	Datascope Corp.			Patient Monitoring		Datascope Corp.
				(h)
Net sales	$	373,000		$	159,402	$	213,598
Cost of sales		164,046			86,707		77,339
Gross profit		208,954			72,695		136,259
Operating expenses:
Research and development expenses		37,306			13,996		23,310
Selling, general and administrative expenses		143,116			46,884		96,232
Special items		(810	)		—		(810	)
		179,612			60,880		118,732
Operating earnings		29,342			11,815		17,527
Other (income) expense:
Interest income		(2,242	)		—		(2,242	)
Interest expense		298			—		298
Dividend income		(4,523	)		—		(4,523	)
Other, net		1,319			—		1,319
		(5,148	)		—		(5,148	)
Earnings from continuing operations before income taxes		34,490			11,815		22,675
Income taxes		8,647			4,112		4,535
Net earnings from continuing operations	$	25,843		$	7,703	$	18,140
Net earnings per share from continuing operations, basic	$	1.73		$	0.51	$	1.21
Weighted average number of common shares outstanding, basic		14,974			14,974		14,974
Net earnings per share from continuing operations, diluted	$	1.69		$	0.50	$	1.19
Weighted average number of common shares outstanding, diluted		15,296			15,296		15,296

See notes to unaudited pro forma condensed consolidated financial statements.

Datascope Corp. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Earnings
For the Year Ended June 30, 2005
(In thousands, except per share amounts)
(Unaudited)

	Historical			Historical		Pro Forma
	Datascope Corp.			Patient Monitoring		Datascope Corp.
				(h)
Net sales	$	352,700		$	149,463	$	203,237
Cost of sales		147,578			79,514		68,064
Gross profit		205,122			69,949		135,173
Operating expenses:
Research and development expenses		36,214			10,772		25,442
Selling, general and administrative expenses		141,593			45,354		96,239
Special items		8,074			—		8,074
		185,881			56,126		129,755
Operating earnings		19,241			13,823		5,418
Other (income) expense:
Interest income		(2,231	)		—		(2,231	)
Interest expense		304			—		304
Other, net		514			—		514
		(1,413	)		—		(1,413	)
Earnings from continuing operations before income taxes		20,654			13,823		6,831
Income taxes		6,008			4,810		1,198
Net earnings from continuing operations	$	14,646		$	9,013	$	5,633
Net earnings per share from continuing operations, basic	$	0.99		$	0.61	$	0.38
Weighted average number of common shares outstanding, basic		14,795			14,795		14,795
Net earnings per share from continuing operations, diluted	$	0.97		$	0.60	$	0.37
Weighted average number of common shares outstanding, diluted		15,124			15,124		15,124

See notes to unaudited pro forma condensed consolidated financial statements.

Datascope Corp. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited, in thousands except per share data)

1. Basis of Pro Forma Presentation

The accompanying unaudited pro forma condensed consolidated financial statements include the accounts of Datascope Corp. and its subsidiaries (the “Company” — which may be referred to as “our”, “us” or “we”). The unaudited pro forma condensed consolidated financial information included herein has been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. These statements have been prepared based on the historical balance sheets of Datascope and the Patient Monitoring business (“PM”) as of March 31, 2008 and the historical statements of earnings of Datascope and PM for each of the three fiscal years ended June 30, 2007, 2006, and 2005, after giving effect to the adjustments and assumptions described below.

We employ accounting policies that are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, all material adjustments necessary for a fair presentation of the pro forma financial position and unaudited pro forma results of earnings of Datascope have been made.

The ongoing activity presented in this unaudited pro forma consolidated financial information represents Datascope’s assets, liabilities, revenues, and expenses after giving effect to the divestiture of PM.

2. Disposition of the Patient Monitoring Business

In March 2008, we entered into a definitive agreement to sell our Patient Monitoring business for $240 million to Mindray Medical International Limited. We received $209 million in cash at the closing and retained approximately $31 million of receivables generated by the PM business. The sale was completed on May 14, 2008 with an effective date of May 1. As a result of the sale, we expect to have approximately $185 million in net proceeds after collection of the PM receivables and payments of taxes and transaction-related expenses. Our Board of Directors is reviewing the use of the proceeds received. The Board currently intends to return the proceeds to shareholders either through the repurchase of our common stock, special dividends, or a combination to be determined.

The sale will result in an estimated gain of $82.5 million, net of tax. This amount is based on the asset and liability values of PM as of March 31, 2008. The estimated gain is not indicative of the actual gain that may result upon determination of the final values for the assets and liabilities.

Datascope Corp. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited, in thousands except per share data)

3. Pro Forma Adjustments

The accompanying unaudited pro forma condensed consolidated financial information has been prepared as if the sale of PM was completed on March 31, 2008 for consolidated balance sheet purposes, and as if the sale of PM had occurred as of July 1, 2004 for statements of consolidated earnings purposes, and reflect the following pro forma adjustments:

(a)	To record the receipt of proceeds of $209 million in cash from the sale of PM.
(b)	To reclassify prepayments of transaction-related fees in connection with the sale of PM, including legal fees and audit and accounting fees.
(c)	To record the estimated transaction-related fees payable incurred in connection with the sale of PM, including legal fees, bank fees, and audit and accounting fees.
(d)	To record the estimated cash taxes to be paid on the estimated gain arising from the sale of PM.
	The estimated gain is based on an estimate of the allocation of gross proceeds by legal entity compared to an estimate of tax basis of the assets and liabilities by legal entity as of March 31, 2008. The final gain to be reported in our consolidated statement of earnings and on our federal, state, and local income tax returns may differ from the estimated gain. Among the reasons for these potential differences, as it relates to our tax returns, are the following: (1) the parties to the sale may agree on an allocation of proceeds that differs from that used in the estimated gain; (2) the tax basis of the assets and liabilities sold will change as a result of operations and other adjustments from March 31, 2008 to the date of closing; (3) further adjustments may be required after all tax relevant data is analyzed and concluded upon, including data related to transaction-related fees, state research and development credit, the potential liability for state and local taxes in jurisdictions where we have not historically filed, and the tax effects of certain aspects of the federal consolidated return regulations.
	In the opinion of management, the calculation of the estimated cash taxes to be paid on the estimated gain is reasonable based on the best available information.
(e)	To record the estimated gain on the sale of PM, after transaction-related fees and net of taxes, as follows:

Cash proceeds	$	209,000
Less:
Net assets of PM		71,206
Estimated transaction-related fees, including prepayments		6,000
Estimated taxes on gain		49,300
Estimated gain on sale, net of tax	$	82,494

3. Pro Forma Adjustments (Continued)

(f)	To adjust retained earnings for the removal of the assets and liabilities of PM.
(g)	To remove the assets, liabilities, and equity of PM as of March 31, 2008. The assets and liabilities of PM consisted of the following:

Cash and cash equivalents	$	64
Inventories		25,266
Prepaid and other current assets		4,257
Current deferred taxes		188
Current assets	$	29,775
Property, plant and equipment, net	$	32,533
Intangible assets, net		5,973
Goodwill		12,991
Other assets		10,353
Noncurrent assets	$	61,850
Accounts payable	$	9,171
Accrued expenses and other current liabilities		7,215
Deferred revenue		2,295
Current liabilities	$	18,681
Other liabilities	$	1,738

(h) To remove the results of operations of PM for the fiscal years ended June 30, 2007, 2006, and 2005.