-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KB0s5dTOSXRnGf5oumoiqE3FpNuH8qzeWXbuiSC5QbAI/ClXkXCo9NGEN63gx6dZ V3MYla2sUURtzfTAW5PfYQ== 0001125282-03-004041.txt : 20030627 0001125282-03-004041.hdr.sgml : 20030627 20030627111726 ACCESSION NUMBER: 0001125282-03-004041 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 03759963 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 11-K 1 b325601_11k.txt FORM 11-K As filed with the Securities and Exchange Commission on June 27, 2003. ________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____ FORM 11-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ ______ Commission file number 0-6516 ______ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office: DATASCOPE CORP. 14 Philips Parkway Montvale, New Jersey 07645 REQUIRED INFORMATION Item 1. See Item 4. Item 2. See Item 4. Item 3. See Item 4. Item 4. In lieu of the requirements of Items 1-3 above, the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan (the "Plan"), which is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), hereby files financial statements and schedules for the Plan for the fiscal period ended December 31, 2002. The Plan's financial statements and schedules are prepared in accordance with the financial reporting requirements of ERISA. DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN FINANCIAL REPORT DECEMBER 31, 2002 AND 2001 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 C O N T E N T S Page ---- INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS Statement of Net Assets Available for Plan Benefits 2 as of December 31, 2002 and 2001 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2002 3 Notes to Financial Statements 4 - 8 Schedule H, line 4i - Schedule of Assets (Held at End of Year) 9 Schedule H, line 4i - Schedule of Assets (Acquired and Disposed of Within Year) 10 The Plan Administrators Datascope Corp. 401(k) Savings and Supplemental Retirement Plan 14 Philips Parkway Montvale, NJ 07645 INDEPENDENT AUDITORS' REPORT We have audited the accompanying statements of net assets available for benefits of the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan as of December 31, 2002 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan as of December 31, 2001 were audited by other auditors whose report dated May 21, 2002 expressed an unqualified opinion on those statements. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets (held at end of year) and assets (acquired and disposed of within a year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. SMOLIN, LUPIN & CO., L.L.C. West Long Branch, New Jersey June 9, 2003 1 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2002 AND 2001 2002 2001 ---- ---- ASSETS: Investments $49,999,164 $55,179,814 ----------- ----------- RECEIVABLES: Participants' Contributions 286,288 247,357 Employer's Contributions 183,192 170,756 Loan Repayments 48,336 50,714 ----------- ----------- Total Receivables 517,816 468,827 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $50,516,980 $55,648,641 =========== =========== See notes to financial statements. 2 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2002 NET INVESTMENT (Loss) $(8,693,071) INTEREST INCOME 826,555 ----------- (7,866,516) ADDITIONS: Participant Contributions 5,352,327 Employer Contributions 1,604,291 Employee Rollover 257,258 --------- Total Additions 7,213,876 DEDUCTIONS: Deductions from Net Assets Attributed to: Benefits Paid to Participants (4,450,102) Administrative Expenses (28,919) --------- Total Deductions (4,479,021) ---------- NET DECREASE (5,131,661) NET ASSETS AVAILABLE FOR PLAN BENEFITS: BALANCE - Beginning 55,648,641 ---------- BALANCE - Ending $50,516,980 =========== See notes to financial statements. 3 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 NOTE 1 - DESCRIPTION OF PLAN: The following description of the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined contribution plan that covers all eligible employees. The Plan was established by Datascope Corp. (the "Company") to provide retirement income to its employees. The Plan: The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Eligibility: All full-time United States employees of the Company are eligible to participate in the Plan the 1st of the month after 30 days of service. Participating employees are eligible for a matching contribution after they have completed one year of service. A minimum age of twenty-one is required to become an active member. Contributions: Each participant may authorize the Company to reduce their compensation by any whole percentage ranging from 1% to 50%, subject to certain IRS limitations. The Plan was amended during 2001 to increase the maximum percentage from 15% to 50%. This amendment is effective January 1, 2002. For the year ended December 31, 2002, the Company matched 50% of participating employee contributions up to a maximum of 6% of compensation. Matching contributions for each plan year is at the sole discretion of the Board of Directors. Contributions are subject to certain limitations. During 2001, the Plan was amended to allow for catch-up contributions. Effective for plan years beginning on and after January 1, 2002, participants age 50 and over may contribute to the Plan additional amounts above the IRS dollar limits for the year. The maximum catch-up contribution for 2002 is $1,000. This will increase every year until 2006 when it reaches $5,000. Participant Accounts: Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution, and (b) plan earnings. Forfeited balances of terminated participants' non-vested accounts are used to reduce future Company contributions. Such forfeited amounts that were used to reduce company contributions during 2002 were $92,068. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. The participant directs the investment of his or her entire account. 4 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 NOTE 1 - DESCRIPTION OF PLAN: (Continued) Vesting: Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching contribution portion of their accounts plus actual earnings thereon is based on years of continuous service as follows: Vested Years of Service Percentage ---------------- ---------- Less than 2 years 0% After 2 years, but less than 3 25% After 3 years, but less than 4 50% After 4 years, but less than 5 75% After 5 or more years 100% Participant Loans: A participant may borrow from their vested accrued benefit. The minimum loan amount is $500 and the maximum loan permissible is one-half of the vested accrued benefit up to $50,000. Loans must be repaid in equal installments consisting of principal and interest over a period not to exceed five years, unless the loan is used to purchase a primary residence, in which case the maximum term is fifteen years. The loans are secured by the participant's vested accrued benefit. Loans that exceed five years bear interest at a rate equal to the rate then being charged for FHA residential mortgages; interest for loans of five years or less are based on a rate of 1% above the prime commercial lending rate. Outstanding loans as of December 31, 2001 bear interest at rates of 6% to 10.5% and mature between January 2002 and August 2016. Outstanding loans as of December 31, 2002 bear interest at rates of 5.25% to 10.5% and mature between January 2003 and January 2017. Payment of Benefits: Upon termination of service, a participant with a balance below $5,000 will receive a lump sum amount equal to the value of their account. For balances that exceed $5,000, the participant may choose to either withdraw their balance or continue to maintain the balance in the Plan. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES: Basis of Accounting: The financial statements of the Plan are prepared using the accrual method of accounting. 5 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 NOTE 2 - SUMMARY OF ACCOUNTING POLICIES: (Continued) Investment Valuation: The Plan's investments, which consist of mutual funds, Datascope common stock, and an interest income option, are stated at fair values, except for the interest income option, which is stated at contract value, as reported to the Plan by the Plan's trustee, New York Life Insurance Company ("New York Life"). Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The interest income option, which is invested exclusively in New York Life Insurance Company Anchor Account, is a pooled separate account. The Company stock is valued at its quoted market price. Purchases and sales of securities are recorded on a trade-date basis. The components of net investment loss includes the net change in fair value of investments, realized gains and losses and dividends earned. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Payment of Benefits: Benefits are recorded when paid. Payment of Administrative Expenses: It is expected that the Company will provide direct payment of all administrative expenses of the Plan. NOTE 3 - INVESTMENTS: The following presents investments at December 31, 2002 and 2001 that represent 5% or more of the Plan's net assets. 2002 2001 ---- ---- Eclipse Indexed Equity Fund $ 4,064,714 $ 4,533,654 American Century Income & Growth Fund 6,398,732 7,567,951 Fidelity Magellan Fund 8,962,396 12,787,797 Janus Twenty Fund 4,239,989 6,013,894 Datascope Corp. Stock Fund 2,353,580 3,119,799 Franklin Small Cap Growth Fund I 2,861,824 3,758,471 New York Life Insurance Company Anchor Account 14,787,753 12,594,249 Eclipse Indexed Bond Fund 4,259,385 2,809,952 6 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 NOTE 3 - INVESTMENTS: (Continued) During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $8,693,071 as follows: Mutual Funds $(7,938,156) Common Stock $ (754,915) All earnings related to the New York Life Insurance Company Anchor Account are reflected as interest income. On January 3, 2001, two of the Plan's investments, the MainStay Institutional Indexed Bond Fund (Institutional Class) and the MainStay Institutional Indexed Equity Fund (Institution Fund) were renamed the Eclipse Indexed Bond Fund and the Eclipse Indexed Equity Fund, respectively. NOTE 4 - PLAN TERMINATION: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2002 and 2001 to Schedule H of Form 5500: 2002 2001 ---- ---- Net Assets Available for Benefits per the Financial Statement $50,516,980 $55,648,641 Less: Participants' and Employer's Contributions Receivable (469,480) (418,113) ----------- ----------- Net Assets Available for Benefits per Schedule H of Form 5500 $50,047,500 $55,230,528 =========== =========== The following is a reconciliation of additions to assets attributed to contributions per the financial statements to Schedule H of Form 5500, for the year ended December 31, 2002. Additions to Net Assets Attributed to Contributions per the Financial Statements $7,213,876 Less: Contributions Receivable at December 31, 2002 (469,480) Add: Contributions Receivable at December 31, 2001 418,113 ---------- Total Contributions Income per Schedule H of Form 5500 $7,162,509 ========== 7 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 NOTE 6 - TAX STATUS: In connection with new laws and regulations enacted, the Company amended and restated the plan effective January 1, 1997, including amendments through December 31,2001. The Internal Revenue Service has determined and informed the Company by letter dated July 26, 2002, that the Plan and related amendments qualifies for tax-exempt status under the applicable sections of the Internal Revenue Code. Therefore, no provisions for income taxes have been included in the Plan's financial statements. NOTE 7 - RELATED-PARTY TRANSACTIONS: Certain plan investments are shares of mutual funds and a pooled separate account managed by New York Life. New York Life is the trustee as defined by the Plan and therefore, transactions with respect to these investments qualify as party-in-interest transactions. In addition, certain plan investments are shares of Datascope common stock. Datascope Corp. is the sponsor of the Plan and therefore transactions with respect to Datascope Corp. common stock also qualify as party-in-interest transactions. 8
DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN NO. 13-2529596 PLAN NO. 002 DECEMBER 31, 2002 (b) Identity of Issue, Borrower, Lessor or Similar Party (c) Description of Investments Including Maturity Date, (e) Market (a) Rate of Interest, Collateral, Par or Maturity Value Value - ----- ---------------------------------------------------------- ----------- * New York Life Insurance Company Anchor Account $14,787,753 * Eclipse Indexed Bond Fund 4,259,385 * Eclipse Indexed Equity Fund 4,064,714 American Century Income & Growth Fund 6,398,732 Fidelity Magellan Fund 8,962,396 Janus Twenty Fund 4,239,989 Franklin Small Cap Growth Fund I 2,861,824 GAM International Fund 570,906 * Datascope Corp. Stock Fund 2,353,580 Participants' Loans, maturing January 2003 through January 2017; interest rates from 5.25% to 10.5% 1,499,885 ----------- TOTAL $49,999,164 =========== Information with respect to column (d) "Cost" is not included because the investments are participant directed under an individual account plan. * Indicates party-in-interest to the Plan
See independent auditors' report. 9 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (ACQUIRED AND DISPOSED OF WITHIN YEAR) EIN NO. 13-2529596 PLAN NO. 002 FOR THE YEAR ENDING DECEMBER 31, 2002
(b) Description of Investment Including Maturity Date, Rate (a) Identify of Issue, Borrower, of Interest, Collateral, Par, (c) Cost of (d) Proceeds of Lessor, or Similar Party or Maturity Value Acquisitions Dispositions - ---------------------------------- -------------------------------------- ------------ --------------- Lowest and highest rate of interest Participant Loans charged 5.25% - 10.5% $ - $ -
See independent auditors' report. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Datascope Corp. Benefits Committee, which administers the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan, has caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DATASCOPE CORP. 401(K) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN June 26, 2003 /s/ Murray Pitkowsky ------------------------------------------ Murray Pitkowsky Member, Datascope Corp. Benefits Committee June 26, 2003 /s/ James Cooper ------------------------------------------ James Cooper Member, Datascope Corp. Benefits Committee June 26, 2003 /s/ Phyllis Payne ------------------------------------------ Phyllis Payne Member, Datascope Corp. Benefits Committee DATASCOPE CORP. 401(K) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN ANNUAL REPORT ON FORM 11-K EXHIBIT INDEX ------------- Exhibit - ------- 1. Consent of Smolin Lupin & Co., LLC EX-1 3 b325601_ex1.txt EXHIBIT 1 Exhibit 1. INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement of Datascope Corp. 401(k) Savings and Supplemental Retirement Plan on Form S-8 under the Securities Act of 1933 of our report dated June 9, 2003 appearing in the Annual Report on Form 11-K of Datascope Corp. 401(k) Savings and Supplemental Retirement Plan for the fiscal period ended December 31, 2002. Smolin, Lupin & Co., LLC Certified Public Accountants and Consultants June 25, 2003 -----END PRIVACY-ENHANCED MESSAGE-----