-----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, RKoiKrtCSZVhMcnUI4O2OkHct4Yjdvhv9OYN2Okg3Z/rkrbHBcv50sqC4DRyp+lm d9poKBTU4fPkVnfQeJ2Bww== 0001125282-04-003061.txt : 20040625 0001125282-04-003061.hdr.sgml : 20040625 20040625163652 ACCESSION NUMBER: 0001125282-04-003061 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040625 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: 04882512 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 b332692_11k.txt ANNUAL REPORT As filed with the Securities and Exchange Commission on June 25, 2004 ------------------------------------ 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, 2003 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, 2003. 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 STATEMENTS AND SUPPLEMENTAL MATERIAL DECEMBER 31, 2003 AND 2002 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN CONTENTS =============================================================================== REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS: Statements of net assets available for plan benefits as of December 31, 2003 and 2002 2 Statement of changes in net assets available for plan benefits for the year ended December 31, 2003 3 Notes to financial statements 4-9 SUPPLEMENTAL MATERIAL: Schedule H, Line 4i - Schedule of assets held for investment purposes at end of year 10 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Plan Administrator Datascope Corp. 401(k) Savings and Supplemental Retirement Plan 14 Philips Parkway Montvale, NJ 07465 We have audited the accompanying statement of net assets available for plan benefits of the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan as of December 31, 2003 and the related statement of changes in net assets available for plan 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 audit. The financial statements of the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan as of December 31, 2002, were audited by other auditors whose report dated June 9, 2003, expressed an unqualified opinion on those statements. We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 plan benefits of the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan as of December 31, 2003, and the changes in net assets available for plan benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule H, line 4i - schedule of assets held for investment purposes at end of year as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. BDO Seidman, LLP 90 Woodbridge Center Drive Woodbridge, NJ June 15, 2004 1 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS =============================================================================== December 31, 2003 2002 ------------------------------------------------------------------------------ ASSETS: Investments, at fair value $46,331,628 $33,711,527 Investments, at contract value 14,958,982 14,787,753 Participants' contributions receivable 310,982 286,288 Employer's contributions receivable 191,365 183,192 Loan repayments 48,964 48,336 Loans to participants 1,376,652 1,499,884 ------------------------------------------------------------------------------ TOTAL ASSETS 63,218,573 50,516,980 ----------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $63,218,573 $50,516,980 ============================================================================== See accompanying notes to financial statements. 2 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS =============================================================================== Year ended December 31, 2003 ------------------------------------------------------------------------------ ADDITIONS: Net appreciation in fair value of investments $ 8,852,366 Interest and dividend income 1,174,690 Participant contributions 5,666,832 Employer contributions 1,724,288 Employee rollover contributions 396,519 ------------------------------------------------------------------------------ TOTAL ADDITIONS 17,814,695 ------------------------------------------------------------------------------ DEDUCTIONS: Benefits paid to participants (5,074,094) Administrative expenses (39,008) ------------------------------------------------------------------------------ TOTAL DEDUCTIONS (5,113,102) ------------------------------------------------------------------------------ NET INCREASE 12,701,593 ------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 50,516,980 ------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $63,218,573 ============================================================================== See accompanying notes to financial statements. 3 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS =============================================================================== 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 is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). ELIGIBILITY Each employee of the Company who is classified as a full-time employee shall be eligible to participate in the Plan commencing on the first day of the calendar month following 30 days of continuous employment. All other employees of the Company shall be eligible to participate in the Plan after one year of service and 1,000 or more hours of service. Participating employees are eligible for a matching contribution after 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. For the year ended December 31, 2003, the Company matched 50% of participating employee contributions up to a maximum of 6% of compensation. Matching contributions for each plan year are at the sole discretion of the Board of Directors. Contributions are subject to certain limitations. The Plan allows for catch-up contributions whereby 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 2003 is $2,000. This will increase every year until 2006 when it reaches $5,000. 4 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS =============================================================================== 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 2003 and 2002 were $85,275 and $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. 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: Years of Service Vested 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 years or more 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. 5 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS =============================================================================== 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, 2003 bear interest at rates of 5% to 10.5% and mature between January 2004 and October 2018. 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. 2. SUMMARY OF BASIS OF ACCOUNTING SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan are prepared using the accrual method of accounting. VALUATION OF INVESTMENTS 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"), which approximates fair value. 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. 6 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS =============================================================================== USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates and assumptions. ADMINISTRATIVE EXPENSES It is expected that the Company will provide direct payment of all administrative expenses of the Plan. BENEFITS Benefits are recorded when paid. RECLASSIFICATIONS Certain items in the prior year financial statements have been reclassified to conform to the current year presentation. 3. INVESTMENTS The following investments represent 5% or more of the net assets available for plan benefits at December 31, 2003 and 2002:
2003 2002 ------------------------------------------------------------------------------- Eclipse Indexed Equity Fund $ 6,155,991 $4,064,714 American Century Income & Growth Fund 9,105,061 6,398,732 Fidelity Magellan Fund 11,965,468 8,962,396 Janus Twenty Fund 5,710,924 4,239,989 Datascope Corp. Stock Fund 3,416,618 2,353,580 Franklin Small Mid-Cap Growth Fund I 5,024,767 2,861,824 New York Life Insurance Company Anchor Account 14,958,982 14,787,753 Eclipse Indexed Bond Fund 4,032,097 4,259,385 ===============================================================================
7 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS =============================================================================== During 2003 and 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $8,852,366 and $(8,693,071) as follows:
2003 2002 ------------------------------------------------------------------------ Mutual funds $7,824,125 $(7,938,156) Datascope Corp. common stock 1,028,241 (754,915) ========================================================================
All earnings related to the New York Life Insurance Company Anchor Account are reflected as interest income. 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. 5. RECONCILIATION OF The following is a reconciliation of net assets FINANCIAL available for plan benefits per the financial STATEMENTS TO statements at December 31, 2003 and 2002 to FORM 5500 Schedule H of Form 5500:
2003 2002 -------------------------------------------------------------------------------- Net assets available for plan benefits per the financial statement $63,218,573 $50,516,980 Less: Participants' and employer's contributions receivable (502,347) (469,480) -------------------------------------------------------------------------------- Net assets available for plan benefits per Schedule H of Form 5500 $62,716,226 $50,047,500 ================================================================================
8 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS =============================================================================== 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, 2003. -------------------------------------------------------------------------------- Additions to net assets attributed to contributions per the financial statements $7,787,639 Less: Contributions receivable at December 31, 2003 (502,347) Add: Contributions receivable at December 31, 2002 469,480 -------------------------------------------------------------------------------- Total contributions income per Schedule H of Form 5500 $7,754,772 ================================================================================
6. TAX STATUS In connection with new laws and regulations enacted, the Company amended and restated the Plan through February 13, 2002. 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. 7. RELATED-PARTY Certain plan investments are shares of mutual TRANSACTIONS 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. 9 DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR. =============================================================================== EIN #: 13-2529596 Plan No. 002
December 31, 2003 ----------------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) ----------------------------------------------------------------------------------------------------------------------------- Description of investment, including maturity date, rate of Identity of issue, borrower, interest, collateral, par or Current lessor or similar party maturity value Cost Value ----------------------------------------------------------------------------------------------------------------------------- * New York Life Insurance Company 14,958,982 shares in a pooled separate Anchor Account account, par value $1, no collateral or maturity value a $14,958,982 * Eclipse Indexed Bond Fund 367,892 shares of mutual funds, no collateral or maturity value a 4,032,097 * Eclipse Indexed Equity Fund 240,281 shares of mutual funds, no collateral or maturity value a 6,155,991 American Century Income & Growth Fund 328,703 shares of mutual funds, no collateral or maturity value a 9,105,061 Fidelity Megellan Fund 122,421 shares of mutual funds, no collateral or maturity value a 11,965,468 Janus Twenty Fund 157,891 shares of mutual funds, no collateral or maturity value a 5,710,924 Franklin Small Mid-Cap Growth Fund I 166,273 shares of mutual funds, no collateral or maturity value a 5,024,767 GAM International Fund 55,297 shares of mutual funds, no collateral or maturity value a 920,702 * Datascope Corp. Stock Fund 89,853 shares Datascope common stock, 190,895 shares cash reserves fund a 3,416,618 Participants' loans, maturing January Interest rates from 5% to 10.50% 2004 through October 2018 1,425,616 ----------------------------------------------------------------------------------------------------------------------------- TOTAL $62,716,226 =============================================================================================================================
a - 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. 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 25, 2004 /s/Murray Pitkowsky ---------------------------------------------- Murray Pitkowsky Member, Datascope Corp. Benefits Committee June 25, 2004 /s/ James Cooper ---------------------------------------------- James Cooper Member, Datascope Corp. Benefits Committee June 25, 2004 /s/ Phyllis Payne ---------------------------------------------- Phyllis Payne Member, Datascope Corp. Benefits Committee June 25, 2004 /s/ Fred Adelman ---------------------------------------------- Fred Adelman 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 BDO Seidman, LLP EX-1 2 b332692_ex1.txt CONSENT OF BDO SEIDMAN, LLP EXHIBIT 1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Datascope Corp. 401 (k) Savings and Supplemental Retirement Plan 14 Philips Parkway Montvale, NJ 07465 We hereby consent to the incorporation by reference in the Registration Statement on form S-8 of our report dated June 15, 2004 relating to the financial statements and schedule of Datascope Corp. 401 (k) Savings and Supplemental Retirement Plan appearing in the Annual Report on Form 11-K for the year ended December 31, 2003. BDO Seidman, LLP Woodbridge, New Jersery June 25, 2004 -----END PRIVACY-ENHANCED MESSAGE-----