-----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, KFUBtC5a1kMvWvyQkfd6Y+O8+ZL2g8hbgw1J7ocfhYZNbj4HduhxIZ9Zr8ncr6BK PQz4NFbuoxng0SWl0w1dCQ== 0000950117-99-001049.txt : 19990517 0000950117-99-001049.hdr.sgml : 19990517 ACCESSION NUMBER: 0000950117-99-001049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990429 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990514 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: SEC FILE NUMBER: 001-08597 FILM NUMBER: 99622572 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 THE COOPER COMPANIES 8-K ================================================================= 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): April 29, 1999 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 Identification No.) of incorporation)
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 April 29, 1999, The Cooper Companies, Inc. (the "Company") issued a press release announcing that new marketing initiatives will mean rapid growth and market leadership. On May 12, 1999, the Company issued a press release announcing it expects to exceed second quarter earnings estimates as gross margins improve. These two releases are filed as exhibits hereto and are incorporated by reference herein. ITEM 7. Financial Statements and Exhibits. (c) Exhibits.
Exhibit No. Description - ------- ----------- 99.1 Press Release dated April 29, 1999 of The Cooper Companies, Inc. 99.2 Press Release dated May 12, 1999 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/ Robert S. Weiss ---------------------- Robert S. Weiss Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer) Dated: May 14, 1999 EXHIBIT INDEX
Exhibit Sequentially No. Description Numbered Page - ------- ----------- ------------- 99.1 Press Release dated April 29, 1999 of The Cooper Companies, Inc. 99.2 Press Release dated May 12, 1999 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' The service mark symbol shall be expressed as........................'sm' EX-99 2 EXHIBIT 99.1 Exhibit 99.1 CONTACT: Norris Battin nbattin@usa.net COOPER CEO SAYS NEW MARKETING INITIATIVES WILL MEAN RAPID GROWTH AND MARKET - --------------------------------------------------------------------------- LEADERSHIP ---------- Irvine, Calif., April 29, 1999--In an interview with the editor of OptiStock, an online publication for investors who track companies serving the eyecare market (HTTP://WWW.OPTISTOCK.COM/CEO.HTM), A. Thomas Bender, chief executive officer of The Cooper Companies, Inc. (NYSE/PCX: COO), said that he expects new products and geographic expansion to drive the Company's CooperVision contact lens business toward its five year 15%-20% per annum revenue growth target and to assume the leading market share position in the worldwide toric soft contact lens market by the end of 2000. "Now that we have a European market presence through our acquisition of Aspect Vision and have had our products recently approved in Japan through our marketing partner, Rohto Pharmaceuticals, Ltd., we have major opportunities to expand the global reach of CooperVision and achieve our long-term objectives," said Bender. During 1999, CooperVision (CVI) expects to launch four new products in fifteen separate European markets while Rohto launches both spherical and toric lenses in Japan later this summer. Bender also reported that the rollout of the full range of parameters of CVI's Frequency 55 Toric has just been completed in North America. Frequency 55 toric is the newest entry into the disposable planned replacement toric segment, which has been the fastest growing part of the contact lens market for the past two years. "In the more frequent replacement/lower price point segment," he said, "Frequency 55 Toric will now offer over 5,800 parameters, about twice as many as market leader CibaVision's Focus Toric and almost four times as many as SofLens66 Toric, Bausch and Lomb's new entry. A wide range of parameters is important because it means that contact lens practitioners can fit more patients more precisely and more rapidly than when fewer choices are available. Frequency 55 Toric also offers plus power lenses to correct farsightedness and is the only product in this category with a 100% guaranteed fit warranty program. In addition, it's competitively priced. All in all, we have a competitive edge against any existing or anticipated competitive product in this market segment." CooperVision has developed a sustainable competitive advantage in the toric lens segment by offering the widest range of products and parameters in the industry, excellent lens performance and superior customer support. These characteristics combine to raise significant entry barriers against potential competition. CVI's recently introduced `Total Toric Solution' marketing initiative is designed to capitalize on this strength with contact lens practitioners throughout the world who can, with the broad CVI toric product line, provide value added benefits from a single source for virtually every astigmatic contact lens patient. In North America, the toric contact lens market in 1998 is estimated at revenue of about $200 million, ($270 million worldwide) and is growing about fifteen percent per year, more than double the rate of the commodity-like spherical lens segment. While the toric market is one-fifth the size of the spherical market, toric lenses command higher margins because of the complex designs they employ to successfully correct astigmatism, a vision defect resulting from an irregularity in the shape of the cornea. The North American disposable/planned replacement toric market has two distinct price segments. At the higher end, practitioners view lens performance and quality as more important than price. This segment, currently about 40% of the market, has been growing at the expense of the lower price point segment, as the clinical and financial benefits of these lenses become more apparent. CVI's Preference Toric is the dominant market leader in this segment. It offers 15,500 different lens parameters, a higher quality deposit resistant material and a user friendly handling advantage. With Preference Toric, practitioners can fit more patients correctly in less time than with lenses that offer fewer choices. It is referred to as the gold standard of toric lenses. In the lower priced segment, practitioners can choose among several brands that offer as few as 750 to as many as nearly 3,000 different fitting parameters, but with the Frequency 55 Toric rollout now completed, practitioners who prefer lower price point lenses with a more frequent replacement schedule will now have available a competitively priced product that offers many more lens parameters and other benefits. CooperVision is also differentiated by its unique manufacturing technologies. It is the only contact lens supplier producing lenses using three different manufacturing processes, allowing it to maximize cost-volume productivity with manufacturing flexibility across its product line. CVI's Hydrasoft line of custom toric lenses and custom planned replacement torics (Hydrasoft Options) for patients with complex prescriptions is made using computerized auto-lathing. This process can generate many parameters--about 13 million different combinations can be made--but is more labor intensive than molding processes and offers maximum flexibility. Both Frequency 55 Toric and Preference Toric are made with CVI's proprietary manufacturing process called FIPS (finished inside polymerization system) which combines the benefits of lathing and molding for added flexibility with low cost. "CooperVision," Bender stated, "now provides the most complete line of toric lenses in the industry. With our Preference Toric, Frequency 55 Toric and Hydrasoft Toric Options lines we now offer a disposable-planned replacement soft toric lens for virtually all toric patients. Competitively, we're extremely well positioned. We have more lens parameters available at each price point than any of our existing or anticipated competitors. This translates into improved practice economics without compromising quality for the eyecare professional who chooses CooperVision torics. Over the next five years, CooperVision estimates that the worldwide toric contact lens market will grow at a compounded rate in excess of 25%, more than three times the rate of the disposable/planned replacement spherical lens market, and reach about $1 billion in revenue value. (The CooperVision Worldwide Contact Lens Model 1998-2003 can be found at www.coopercos.com in the "Presentations" section). Forward-Looking Statements - -------------------------- Statements in this report that are not based on historical fact may be "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. They include words like "may," "will," "expect," "estimate," "anticipate," "continue" or similar terms and reflect Cooper's current analysis of existing trends. Actual results could differ materially from those indicated due to: major changes in business conditions and the economy, loss of key senior Management, major disruptions in the operations of Cooper's manufacturing facilities, new competitors or technologies, significant disruptions caused by the failure of third parties to address the Year 2000 issue or by unforeseen delays in completing Cooper's Year 2000 compliance program, acquisition integration costs, foreign currency exchange exposure including the potential impact of the Euro, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, regulatory issues, significant environmental clean-up costs above those already accrued, litigation costs, costs of business divestitures, and items listed in the Company's SEC reports, including the section entitled "Business " in its Annual Report on Form 10-K for the year ended October 31, 1998. The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. CooperVision, Inc., headquartered in Irvine, Calif., with manufacturing facilities in Huntington Beach, Calif., Rochester, N.Y., Toronto, Canada and Hamble, England, markets a broad range of contact lenses for the vision care market. CooperSurgical, Inc., headquartered in Shelton, Conn., markets diagnostic and surgical instruments, and accessories for the gynecological market. Corporate offices are located in Irvine and Pleasanton, Calif. NOTE: A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. Cooper's Internet address is www.coopercos.com. Frequency 55'TM', Preference'r', Hydrasoft'r' and CooperVision Total Toric Solution'sm' are trademarks of The Cooper Companies, Inc., its subsidiaries or affiliates and are shown in Italics in the text. SofLens66'TM' is a trademark of Bausch and Lomb, Inc. and Focus'r' is a trademark of Ciba Vision. # # # # # EX-99 3 EXHIBIT 99.2 CONTACT: Norris Battin nbattin@usa.net COOPER EXPECTS TO EXCEED SECOND QUARTER --------------------------------------- EARNINGS ESTIMATES AS GROSS MARGINS IMPROVE ------------------------------------------- Irvine, Calif., May 12, 1999 - The Cooper Companies, Inc. (NYSE/PCX: COO) said today that it expects to report earnings per share from continuing operations for its second quarter ending April 30, 1999, above analysts' consensus estimate of 34 cents. Commenting on Cooper's outlook for the current quarter at the Robert W. Baird 1999 Growth Stock Conference, A. Thomas Bender, chief executive officer, said, "We are seeing significant improvement in our gross margins from successfully integrating manufacturing technologies in our contact lens plants following our acquisition of Aspect Vision Care. At the same time, we continue to gain market share with our high margin specialty toric lenses as sales continue to be strong." Cooper will report its second quarter results on May 27. Bender also said that he expects Cooper to exceed the per share consensus for its 1999 fiscal year of $1.48 from continuing operations. Forward-Looking Statements - -------------------------- Statements in this report that are not based on historical fact may be "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. They include words like "may," "will," "expect," "estimate," "anticipate," "continue" or similar terms and reflect Cooper's current analysis of existing trends. Actual results could differ materially from those indicated due to: major changes in business conditions and the economy, loss of key senior Management, major disruptions in the operations of Cooper's manufacturing facilities, new competitors or technologies, significant disruptions caused by the failure of third parties to address the Year 2000 issue or by unforeseen delays in completing Cooper's Year 2000 compliance program, acquisition integration costs, foreign currency exchange exposure including the potential impact of the Euro, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, regulatory issues, significant environmental clean-up costs above those already accrued, litigation costs, costs of business divestitures, and items listed in the Company's SEC reports, including the section entitled "Business" in its Annual Report on Form 10-K for the year ended October 31, 1998. The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. CooperVision, Inc., headquartered in Irvine, Calif., with manufacturing facilities in Huntington Beach, Calif., Rochester, N.Y., Toronto, Canada and Hamble, England, markets a broad range of contact lenses for the vision care market. CooperSurgical, Inc., headquartered in Shelton, Conn., markets diagnostic and surgical instruments, and accessories for the gynecological market. Corporate offices are located in Irvine and Pleasanton, Calif. NOTE: A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. Cooper's Internet address is www.coopercos.com. # # # # # -----END PRIVACY-ENHANCED MESSAGE-----