-----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, EmVDAKazrF7WHB6CaGG93a2kYnvk6cSG00wyl4UNCBuhc6DTncGD3+mCjJ5InIlU K7u6lr2/2a7djnzxKSH44g== 0000950117-04-000793.txt : 20040227 0000950117-04-000793.hdr.sgml : 20040227 20040227134241 ACCESSION NUMBER: 0000950117-04-000793 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040224 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER COMPANIES INC CENTRAL INDEX KEY: 0000711404 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 942657368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08597 FILM NUMBER: 04634091 BUSINESS ADDRESS: STREET 1: 6140 STONERIDGE MALL RD STREET 2: STE 590 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9254603600 FORMER COMPANY: FORMER CONFORMED NAME: COOPERVISION INC DATE OF NAME CHANGE: 19870701 8-K 1 a37156.txt THE COOPER COMPANIES, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2004 THE COOPER COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-8597 94-2657368 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588 (Address of principal executive offices) (925) 460-3600 (Registrant's telephone number, including area code) ================================================================================ ITEM 5. Other Events. On February 24, 2004, The Cooper Companies, Inc. issued a press release announcing that it had acquired from Argus Biomedical Pty Ltd the assets related to AlphaCor, and artificial cornea, and AlphaSphere, a soft orbital implant. A copy of this release is attached and incorporated by reference. Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other Cooper Companies information. ITEM 7. Financial Statements and Exhibits. (c) Exhibits.
Exhibit No. Description - ------- ----------- 99.1 Press Release dated February 24, 2004 of The Cooper Companies, Inc.
SIGNATURE 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. THE COOPER COMPANIES, INC. By /s/ Rodney E. Folden ------------------------------------ Rodney E. Folden Corporate Controller (Principal Accounting Officer) Dated: February 27, 2004 EXHIBIT INDEX
Exhibit Sequentially No. Description Numbered Page - ------- ----------- ------------- 99.1 Press Release dated February 24, 2004 of The Cooper Companies, Inc.
STATEMENT OF DIFFERENCES ------------------------ The trademark symbol shall be expressed as.............................. 'TM' The registered trademark symbol shall be expressed as................... 'r' EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC] [The Cooper Companies LOGO] 21062 Bake Parkway, Suite 200 Lake Forest, CA 92630 NEWS RELEASE 888-822-2660 Fax: (949) 768-3688 CONTACT: Norris Battin The Cooper Companies, Inc. ir@coopercompanies.com FOR IMMEDIATE RELEASE COOPER ACQUIRES PRODUCTS FROM ARGUS BIOMEDICAL; FORMS NEW OPHTHALMIC SURGICAL UNIT LAKE FOREST, Calif., February 24, 2004 -The Cooper Companies, Inc. (NYSE:COO), announced today that it has acquired from Argus Biomedical Pty Ltd the assets related to AlphaCor, an artificial cornea, and AlphaSphere, a soft orbital implant. Terms were not disclosed. Argus is a privately owned company with its origins in the biomaterial and polymer research group of the Lions Eye Institute in Western Australia. The AlphaCor artificial cornea is a synthetic one-piece device designed to replace a diseased or damaged cornea or a failed human corneal graft. AlphaSphere is a soft orbital implant that Argus is currently developing. Orbital implants are required when an eye is lost due to disease or trauma. The orbital implant occupies the space usually filled by the eyeball and provides substantial cosmetic benefits to the patient. Cooper expects that the Argus transaction will be accretive to earnings per share during its second year as a part of the Company. The Argus products will be developed and marketed to corneal surgeons by a newly formed ophthalmic surgery business unit, CooperVision Surgical, Inc., a wholly owned subsidiary of CooperVision, Inc., the Company's contact lens business. Commenting on the acquisition, A. Thomas Bender, Cooper's chairman and chief executive officer said, "Cooper's strong cash flow allows us to invest in opportunities in eyecare markets adjacent to our contact lens business where we can apply our management expertise in ophthalmology. "Starting with products like AlphaCor, we plan to acquire and develop other proprietary products for ophthalmic surgery that offer unique advantages over currently available therapies. Ophthalmic surgeons are familiar with the CooperVision name, and we intend to leverage our strong brand image as we build a global franchise in this market." AlphaCor is suited for patients at high risk to reject a human cornea or for whom human transplants have failed. These patients have limited treatment options. After AlphaCor is implanted, its dimensions, flexibility, water adsorbing properties and optics allow it to perform much like a human donor corneal graft. Argus estimates that about 100,000 corneal transplants are performed worldwide each year and that about 20,000 of these would benefit from an AlphaCor implant. Argus research projects include development of other artificial cornea products that can treat a wider range of patients. The patented AlphaCor device is manufactured in a single piece from a specialized polymer. It has a clear central optic surrounded by an opaque sponge-like perimeter. Corneal cells grow into this spongy 'skirt' and biointegration occurs between the device and the patient's cornea, anchoring the AlphaCor implant in place. AlphaCor has received regulatory clearance in the United States, Australia, Europe and Canada. More than 120 AlphaCor devices have been implanted worldwide and sales began in June, 2003 in the United States. AlphaCor is reimbursed by Medicare and by some private insurance plans in the United States Forward Looking Statements This news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. These include statements about our capital resources, performance and results of operations. In addition, all statements regarding anticipated growth in our revenue, anticipated market conditions and results of operations are forward-looking. To identify these statements look for words like "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates" or "anticipates" and similar words or phrases. Discussions of strategy, plans or intentions often contain forward-looking statements. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise. Events, among others, that could cause actual results and future actions to differ materially from those described in forward-looking statements include major changes in business conditions, a major disruption in the operations of our manufacturing facilities, new competitors or technologies, significant delays in new product introductions, the impact of an undetected virus on our computer systems, acquisition integration delays or costs, increases in interest rates, foreign currency exchange exposure, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, worldwide regulatory issues, including product recalls and the effect of healthcare reform legislation, cost of complying with new corporate governance requirements, changes in tax laws or their interpretation, changes in geographic profit mix effecting tax rates, significant environmental cleanup costs above those already accrued, litigation costs including any related settlements or judgments, cost of business divestitures, the requirement to provide for a significant liability or to write off a significant asset, including impaired goodwill, changes in accounting principles or estimates, including the potential cost of expensing stock options, and other events described in our Securities and Exchange Commission filings, including the "Business" section in our Annual Report on Form 10-K for the year ended October 31, 2003. We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any intent to update them except as required by law. Corporate Information The Cooper Companies, Inc. manufactures and markets specialty healthcare products through its CooperVision and CooperSurgical units. Its corporate offices are in Lake Forest and Pleasanton, Calif. Its World Wide Web address is www.coopercos.com. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. CooperVision manufactures and markets contact lenses and ophthalmic surgery products. Headquartered in Lake Forest, Calif., it manufactures in Huntington Beach, Calif., Rochester, N.Y., Norfolk, Va., Adelaide, Australia, Hamble, England, Madrid, Spain and Toronto. Its Web address is www.coopervision.com. CooperSurgical manufactures and markets diagnostic products, surgical instruments and accessories to the women's healthcare market. With headquarters and manufacturing facilities in Trumbull, Conn., it also manufactures in Bedminster, N.J., Cranford, N.J., Fort Atkinson, Wis., Malmo, Sweden, Montreal and Berlin. Its World Wide Web address is www.coopersurgical.com. Argus Biomedical Pty Ltd is based in Perth, Australia. Its Web address is www.argusbiomedical.com. The Lions Eye Institute Web site is www.lei.org.au. AlphaCor'r' is a registered trademark and AlphaSphere'TM' is a trademark of The Cooper Companies, Inc. its affiliates or subsidiaries and both are italicized in this news release. END -----END PRIVACY-ENHANCED MESSAGE-----