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): January 25, 2013
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
(Registrants 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 25, 2013, the Board of Directors of The Cooper Companies, Inc. (the Company) increased the size of the Board of Directors (the Board) to nine members and appointed Mr. Gary S. Petersmeyer to serve as a member of the Board. The Board has affirmatively determined that Mr. Petersmeyer is independent of the Company and its management.
Mr. Petersmeyer currently serves as a consultant to companies in the pharmaceutical and medical device industries. Most recently he co-founded Aesthetic Sciences Corporation in 2004 and served as chief executive officer and chairman until December 2010. Prior to this he served as president and chief operating officer of Pherin Pharmaceuticals, Inc. from 2000 to 2001, and as president and chief operating officer of Collagen Corporation, Inc. from 1995 to 1998. From 1998 to 2000, he was CEO of Collagen Aesthetics, Inc. From 1976 to 2000, he served in various management positions for pharmaceutical and medical device companies.
There are no transactions between Mr. Petersmeyer (or any member of his immediate family) and the Company (or any of its subsidiaries) and there is no arrangement or understanding between Mr. Petersmeyer and any other person or entities pursuant to which Mr. Petersmeyer was appointed as a director of the Company.
At the date of his appointment, Mr. Petersmeyer will (i) receive a grant of stock options and a grant of restricted shares pursuant to the terms of the Companys Second Amended & Restated 2006 Long-Term Incentive Plan for Non-Employee Directors and (b) be eligible for cash compensation in the form of an annual stipend for his service and payment for attendance at meetings of the Board, all as more fully described in the Companys proxy statement filed with the Securities and Exchange Commission on February 6, 2012.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
Description | |
99.1 | Press Release dated January 25, 2013 regarding Appointment of Gary S. Petersmeyer |
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/ Carol R. Kaufman | |
Carol R. Kaufman | ||
Executive Vice President, Secretary and Chief Administrative Officer |
Dated: January 25, 2013
INDEX TO EXHIBITS
Exhibit No. |
Description | |
99.1 | Press Release dated January 25, 2013 regarding Appointment of Gary S. Petersmeyer |
Exhibit 99.1
NEWS RELEASE
CONTACT:
Kim Duncan Senior Director, Investor Relations ir@cooperco.com |
|
6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 925-460-3663 www.coopercos.com |
|
THE COOPER COMPANIES BOARD APPOINTS NEW DIRECTOR
PLEASANTON, Calif., January 25, 2013 The Cooper Companies, Inc. (NYSE: COO) today announced that Gary S. Petersmeyer has been appointed to its board of directors, effective January 25, 2013.
Commenting on the appointment, A. Thomas Bender, Coopers chairman said, With over 35 years of executive leadership experience in the healthcare and pharmaceutical industries, including in the soft contact lens industry, Im confident Gary will be a valuable contributor to our board.
Mr. Petersmeyer currently serves as a consultant to companies in the pharmaceutical and medical device industries. Most recently he co-founded Aesthetic Sciences Corporation in 2004 and served as chief executive officer and chairman until December 2010. Prior to this he served as president and chief operating officer of Pherin Pharmaceuticals, Inc. from 2000 to 2001, and as president and chief operating officer of Collagen Corporation, Inc. from 1995 to 1998. From 1998 to 2000, he was CEO of Collagen Aesthetics, Inc. From 1976 to 2000, he served in various management positions for pharmaceutical and medical device companies.
He currently serves on the board of directors of Omnicell, Inc. (NASDAQ: OMCL) and he has served on the boards of Visx Incorporated and Roxro Pharmaceuticals prior to their acquisitions. He also serves as chairman of the board for Positive Coaching Alliance, a non-profit organization dedicated to improving youth sports. Mr. Petersmeyer has a Bachelor of Arts degree in political science from Stanford University, a Master of Arts degree in teaching from the Harvard Graduate School of Education, and a Master of Business Administration degree from Harvard University.
About The Cooper Companies
The Cooper Companies, Inc. (Cooper) is a global medical device company publicly traded on the NYSE Euronext (NYSE:COO). Cooper is dedicated to being A Quality of Life Company with a focus on delivering shareholder value. Cooper operates through two business units, CooperVision and CooperSurgical.
CooperVision brings a refreshing perspective on vision care with a commitment to crafting a wide range of high-quality products for contact lens wearers and providing focused practitioner support. CooperSurgical focuses on supplying womens health clinicians with market leading products and treatment options to improve the delivery of healthcare to women. Headquartered in Pleasanton, CA, Cooper has over 7,500 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.
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