8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 9, 2008

THE COOPER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8597	94-2657368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

ITEM 7.01.  Regulation FD Disclosure.

On June 10, 2008, The Cooper Companies, Inc. will make a presentation at an investor meeting. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended.

Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other The Cooper Companies, Inc. information.

ITEM 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Investor presentation dated June 10, 2008.

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: June 9, 2008

EXHIBIT INDEX

Exhibit	Description
99.1	Investor presentation dated June 10, 2008.

EX-99.1

Investor Presentation

Exhibit 99.1

2

Forward Looking Statements

This

presentation

contains

forward-looking

statements

as

defined

by

the

Private

Securities

Litigation

Reform

Act

of

1995,

including

projections

of

Cooper’s

results.

Forward-looking

statements

necessarily

depend

on

assumptions,

data

or

methods

that

may

be

incorrect

or

imprecise

and

are

subject

to

risks

and

uncertainties. 

Actual

results

could

differ

materially

from

the

projections

made

in

this

presentation. 

Additional

information

concerning

factors

that

could

cause

material

differences

can

be

found

in

Cooper’s

periodic

filings

with

the

Securities

and

Exchange

Commission.

They

are

available

publicly

and

on

request

from

Cooper’s

investor

relations department.

Company Overview

4

The Cooper Companies

The Cooper Companies

Global medical products company

Develops, manufactures and markets specialty

healthcare products through its subsidiaries: 

CooperVision (CVI) and CooperSurgical (CSI)

Headquartered in Pleasanton, CA

Total Employees:  7,500 (approx)

30 countries with direct presence

CooperVision

Global leader in contact lenses

Primary offices in US, UK, Japan, Australia

Primary manufacturing in US, UK, Puerto Rico

6,900 employees (approx)

CooperSurgical

Leader in the US Ob-Gyn space

Primary office in US

Primary manufacturing in US

570 employees (approx)

Source:  Company reported data

Company Overview

CooperVision

$222.0M

84%

CooperSurgical

$41.5M

16%

Q2 FY2008 Sales

5

CVI

$188.2M

CSI

$37.4M

CVI

$222.0M

CSI

$41.5M

Q2 FY07

Q2 FY08

CVI

$698M

CSI

$109M

CVI

$734M

CSI

$125M

CVI

$796M

CSI

$155M

CVI

$913M

CSI

$167M

2005

2006

2007

2008E*

The Cooper Companies

FY 2007

Sales:  $951M, up 11%

CVI up 8% 

CSI up 24% (9% organic) 

Non-GAAP EPS*:  $2.12

Shares outstanding (diluted):  44.7M

Q2 FY 2008

Sales:  $263.5M, up 17% YoY

CVI up 18%

CSI up 11% (9% organic)

GAAP EPS: $0.25

Non-GAAP EPS*:  $0.49

Shares outstanding (diluted):  47.7M

* 2008E represents midpoint of mgmt guidance as of

3/6/08 for $1,060-$1,100M.  Confirmed 6/5/08.

COO Annual Sales

•Excludes non-recurring and other unusual items. A reconciliation of non-GAAP to GAAP can

be found at www.coopercos/investor

COO Quarterly Sales

Company Overview

6

Note:  Per share amounts refer to diluted shares.

*  As issued on 3/6/08 and confirmed 6/5/08.

**  YoY Change to FY08 from FY07 uses the midpoint of the guidance range and assumes no acquisitions.

***

Excludes

non-recurring

and

other

unusual

items.

A

reconciliation

of

non-GAAP

to

GAAP

for

FY

2007

can

be

found

at

www.coopercos/investor

The Cooper Companies

$125-$140

FY09

Guidance*

N/A

15.5% -

16.5%

Operating Margin***

0%

61% -

63%

Gross Margin***

10%

$160 -

$170

CapEx

N/A

N/A

14%

8%

15%

YoY Proj.

Change**

$2.10 -

$2.35

Non-GAAP***

$1.40 -

$1.85

GAAP

$1,060 -

$1,100

TOTAL

$165 -

$170

CSI

$895 -

$930

CVI

FY08

Guidance*

Guidance

$ in millions, except EPS and percentages

7

The Cooper Companies

New Products

1-Month SiH

(Biofinity

®

) launched in June 2007.  FY08 Guidance of $50-70M in sales.

Proclear

®

1 Day launched in US and Europe in late 2007.

2-Week SiH

(Avaira™) launched in April 2008.  FY08 Guidance of $8-10M in sales.

Product Pipeline

1-Month SiH

Toric

(Biofinity) expected launch in 1Q CY09

2-Week SiH

Toric

(Avaira) expected launch by end CY09

Proclear

1 Day expected launch in Japan in 1H FY09

Liquidity

Convert

–

$115M convert may be “put”

on July 1, 2008

CapEx

–

Expect $160-170M in FY08, $125-140M in FY09, below $125M in FY10

FCF

–

Expect

to

be

FCF

positive

in

fiscal

3Q

and

4Q,

and

$50m+

of

FCF

in

FY09

Recent Management Changes

Current Topics

Name

Position

Effective Date

Eugene Midlock

Senior Vice President and CFO

Feb. 12, 2008

John Weber

President of CVI

Feb. 22, 2008

Jeff McLean

Executive VP of Commercial Strategies of CVI

April 29, 2008

Juan Carlos Aragon

President Asia Pacific of CVI

May 9, 2008

8

The Cooper Companies

The Cooper Companies

Consistent double-digit organic revenue growth

Gross margin in the low 60’s

Operating margin in the low 20’s (post share-based compensation)

EPS growth of 15-20%

CooperVision

Grow at a rate of at least 1.5x global market

Become the #2 global contact lens company

CooperSurgical

Maintain high single-digit organic growth

Complete accretive acquisitions and expand within the OR, fertility & in-office segments

Long Term Objectives

10

$188.2M

$222.0M

$100.0

$110.0

$120.0

$130.0

$140.0

$150.0

$160.0

$170.0

$180.0

$190.0

$200.0

$210.0

$220.0

$230.0

Q2 FY07

Q2 FY08

$698M

$734M

$796M

$913M

2005

2006

2007

2008E*

CooperVision

CooperVision

(CVI) develops, manufactures

and markets a broad range of contact

lenses for the global market

FY 2007

Sales: $796M, up 8%

Gen II conversion materially completed

Consolidated 21 warehouses in Europe

and the US to three distribution centers

Q2 FY 2008 Highlights

Sales: $222M, up 18% YoY

(10%

constant currency)

Outpaced est. market growth of 6%

constant currency

Introduced

Avaira™

in

April;

sales

of

$2.6M in May

Biofinity

®

sales of $12.4M, up 37% over

FQ1

* 2008E represents midpoint of mgmt guidance as of

3/6/08 for $895M -

$930M.  Confirmed 6/5/08.

CVI Annual Sales

CVI Quarterly Sales

Company Overview

11

CooperVision

All Major CVI Lens Categories Grew

YoY

in Fiscal 2Q08

Specialty

Toric

Sales of $73M, up 8% YoY

Multifocal

Sales of $14M, up 28% YoY

Cosmetic

Sales of $4M, up 16% YoY

Proclear

®

-

all day comfort

Sales of $60M, up 33% YoY

Single-Use Sphere

Sales of $39M, up 62% YoY

Silicone Hydrogel

Biofinity

®

sales of $12.4M

Avaira™

sales of $114K

* Specialty lenses include toric, cosmetic and multifocal lenses.

Source:  Company reported data

CVI Global Soft Lens Sales

By Product, 2Q FY2008

Sales by Category

Silicone

Hydrogel

$12M

5%

Specialty*

$91M

41%

Spherical

(Single Use)

$39M

18%

Spherical

(Reusable)

$81M

36%

12

CooperVision

All Major CVI Geographies Grew

YoY

in Fiscal 2Q08

Revenue by geography

Americas

Sales of $95M, up 10% YoY

Europe

Sales of $87M, up 20% YoY

Asia-Pacific

Sales of $40M, up 38% YoY

Direct sales office expansion in Asia Pac

S. Korea, Singapore, Malaysia, Taiwan

China

Shanghai in July 2007

Hong Kong in March 2008

Source:  Company reported data

CVI Global Soft Lens Sales

By Region, 2Q FY2008

Sales by Region

Americas

$95M

43%

Europe

$87M

39%

Asia-Pacific

$40M

18%

13

United States

#1 J&J

#2 Cooper

#3 Ciba

#4 B&L

Europe

#1 Ciba

#2 Cooper

#3 J&J

#4 B&L

Asia/Pac

#1 J&J

#2 B&L

#3 Ciba

#4 Cooper

Source:  Independent Market Research Data / Management estimates

13

Global Market Statistics

Global Soft Contact Lens Market

By Competitor, Q1 2008

Competitive Dynamics

B&L

15%

Cooper

16%

CIBA

23%

JNJ

42%

Other

4%

14

Global Market Statistics

EMEA

Asia-Pac

15%

Monthly:

28%

2-Week:

57%

Daily:

50%

Monthly:

12%

2-Week:

38%

Daily:

Global

27%

Monthly:

39%

2-Week:

34%

Daily:

Source: Management estimates

14

Modality Breakdown

Americas

25%

Monthly:

65%

2-Week:

10%

Daily:

15

Global Market Statistics

$ in millions

(1) At 2008 Budgeted FX Rates

* Specialty lenses include toric, cosmetic and multifocal lenses.

Source:  Company reported data and independent market research

6%

9%

4%

$5,392

(1)

$7,287

CAGR

CY 2007 to CY 2012E

6%

(Market)

15

Soft Lens Sales

Estimated

5-Year

Sales

Trend

By Product

Revised 5/27/08 for 2008 Budgeted FX Rates

Spherical

(Reusable)

$2,239

41%

Spherical

(Single Use)

$1,765

33%

Specialty*

$1,388

26%

Spherical

(Reusable)

$2,653

36%

Spherical

(Single Use)

$2,741

38%

Specialty*

$1,893

26%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

CY 2007A

CY 2012E

16

Global Market Statistics

(1) At 2008 Budgeted FX Rates

* Europe includes Mideast and Africa

Source:  Company reported data and independent market research

6%

7%

6%

$5,392

(1)

$7,287

CAGR

CY 2007 to CY 2012E

6%

(Market)

16

Soft Lens Sales

$ in millions

Estimated

5-Year

Sales

Trend

By Region

Americas

$2,121

39%

Asia/Pacific

$1,607

30%

Europe*

$1,664

31%

Americas

$2,838

39%

Asia/Pacific

$2,212

30%

Europe*

$2,237

31%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

CY 2007A

CY 2012E

Revised 5/27/08 for 2008 Budgeted FX Rates

18

$37.4M

$41.5M

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

$18.0

$20.0

$22.0

$24.0

$26.0

$28.0

$30.0

$32.0

$34.0

$36.0

$38.0

$40.0

Q2 FY07

Q2 FY08

$109M

$125M

$155M

$167M

2005

2006

2007

2008E*

CooperSurgical

CooperSurgical

(CSI) develops,

manufactures, and markets medical devices,

diagnostic products and surgical instruments

for gynecologists and obstetricians

Leader of the fragmented US medical

device segment of women’s healthcare

Holds an estimated 9% share of $1.6B

market*

Leader of in-office Ob-Gyn products

FY 2007

Sales: $155M, up 24% (9% organic)

Q2 2008 Highlights

Sales: $41.5M, up 11% YoY

(9% organic)

Success of hospital / OR strategy

Sales of products marketed directly to

hospitals grew 17% to $12M

Represent 29% of CSI's total sales

* Source:  Wall Street Research.  Market includes HPV mgmt, female sterilization, female

incontinence, uterine conditions mgmt, obstetrics, office instruments & disposables, assisted

reproduction, osteoporosis and patient education.

* 2008E represents midpoint of mgmt guidance as of

3/6/08 for $165M -

$170M.  Confirmed 6/5/08.

CSI Annual Sales

Company Overview

CSI Quarterly Sales

19

CooperSurgical

CooperSurgical

has

evolved

into

a

clear

leader

in

the

fragmented

medical

device

segment

of

women’s healthcare due to 4 key factors:

Extensive customer base

Strong brand awareness

Depth and breadth of product offerings

Market focus

Source:  Management Estimates

Diversified Product Lines

Hospital

29%

Fertility Clinic

6%

Office

65%

Hospital/OR

Competitors

Estimated Market Share

Surgical Sterilization

5

15%

Uterine Manipulation

5

50%

Trocar Closure Device

2

70%

Surgical Site Retractor

3

60%

Neonatal Products

4

20%

IVF 

Competitors

Estimated Market Share

IVF Product

7

30%

Office

Competitors

Estimated Market Share

Incontinence

3

60%

Colposcopy

4

70%

Gyn Office Instruments

10

10%

Pap Brush

2

90%

Fetal Dopplers & Monitors

5

5%

20

CooperSurgical

Proven track record of execution & integration

Completed 23 acquisitions in the past 10 years

Strong focus on increasing margins through management expertise and superior

manufacturing/distribution capabilities

Recent acquisitions:

$7M

$38M

Trocar closure systems and pelvic

floor reconstruction procedure kits

Inlet Medical

2005

Not Material

$23M

Reusable and disposable trocar

access systems

NeoSurg

2005

$9M

$27M

Medical devices that improve the

management of the surgical site

Lone Star Medical

Products

2006

$10M

$20M

Diagnostic and therapeutic medical

instruments primarily for in-office

Wallach

2007

Revenues at

Acquisition

Transaction

Size

Product Line

Company

Year

Acquisitions

In Summary

22

The Cooper Companies

Five Key Takeaways

1.

New products and healthy pipeline position Cooper to capture market growth

2.

Significantly

improved

manufacturing

capacity

within

CooperVision

will

support

future

growth

3.

Solid top line growth, improving operating margins and reduced capital requirements will

lead to significant Free Cash Flow

4.

Strong focus on the high growth Asia/Pac contact lens market

5.

Women’s healthcare franchise delivering solid top-line growth & consistent FCF

Investment Highlights

QUESTIONS?

24

Contacts:

Robert S. Weiss

President and Chief Executive Officer

Eugene J. Midlock

Senior Vice President and Chief Financial Officer

Albert G. White III

Vice President, Investor Relations & Treasurer

Phone: 925-460-3663

Fax: 925-460-3648

Email: awhite@cooperco.com

Kim Duncan

Director, Investor Relations

Phone: 925-460-3663

Fax: 925-460-3648

Email: kduncan@cooperco.com

The Cooper Companies

Contact Info

Corporate Headquarters:

6140 Stoneridge

Mall Road, Ste 590

Pleasanton, CA 94588

www.coopercos.com

www.coopervision.com

www.coopersurgical.com