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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): March 14, 2001
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)
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ITEM 5. Other Events.
The Cooper Companies, Inc. ("Cooper" or "we" and similar pronouns), in response
to inquiries from securities analysts, is disclosing herein information about
the potential impact of a proposed accounting pronouncement on the results of
its operations.
At public meetings held in December 2000, the Financial Accounting Standards
Board ("FASB") reached several tentative conclusions to modify its September
1999 Exposure Draft "Business Combinations and Intangible Assets." Among other
things, the FASB tentatively decided to require use of a nonamortization
approach to account for goodwill arising in a business combination accounted for
as a purchase. Under a nonamortization approach, goodwill would not be amortized
to earnings over a period of up to 20 years, as originally proposed. Instead it
would be reviewed for impairment when circumstances require, and written down if
necessary at that time. The nonamortization approach is not currently considered
to be an accounting principle generally accepted in the United States of America
("GAAP"), and no assurance can be given that it will become GAAP. Unless or
until it does, we will continue to amortize goodwill ratably over periods of up
to 40 years, as required by current GAAP.
Based on our current understanding of this proposed new GAAP and the
deductibility of certain amortization expense for tax purposes, we estimate that
if the nonamortization approach becomes GAAP, the requirement to cease the
amortization of goodwill would, in the absence of any impairment write off that
may occur, result in our diluted earnings per share being increased in the range
of 16 to 20 cents annually. The Company is not aware of any impairment write off
at this time but stresses that guidelines are in the development stage.
Some of the information included in this report contains "forward-looking
statements" as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements regarding anticipated growth
in our revenue, anticipated market conditions and results of operations. To
identify forward-looking 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. These, and all
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 by or contemplated in the forward-looking
statements include major changes in business conditions, a major disruption or
other production issues at our manufacturing facilities, new competitors or
technologies, the impact of an undetected virus on our computer systems,
acquisition integration delays or costs, foreign currency exchange exposure,
investments in research and development and other start-up projects, dilution to
earnings per share from acquisitions or issuing stock, regulatory issues,
significant environmental cleanup costs above those already accrued, litigation
costs, costs of business divestitures, the requirement to provide for a
significant liability or to write off significant assets, changes in accounting
principles or estimates, and other factors described in our Securities and
Exchange Commission filings, including the "Business" section in our Form 10-K
for the year ended October 31, 2000. We caution investors not to rely on
forward-looking statements. They reflect our analysis only on their stated dates
or the date of this report. We disclaim any intent or obligation to update these
forward-looking statements.
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/ Stephen C. Whiteford
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Stephen C. Whiteford
Vice President and
Corporate Controller
(Principal Accounting Officer)
Dated: March 14, 2001