As filed with the Securities and Exchange Commission on August 20, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 6140 Stoneridge Mall Road 94-2657368
(State or other jurisdiction of Suite 590 (I.R.S. Employer
incorporation or organization) Pleasanton, California 94588 Identification Number)
(Address of principal executive offices)
Registrant's telephone number including area code: (925) 460-3600
_____________________________
THE COOPER COMPANIES, INC.
2001 LONG TERM INCENTIVE PLAN
(Full title of the Plan)
_________________
CAROL R. KAUFMAN
Vice President of Legal Affairs, Secretary and
Chief Administrative Officer
THE COOPER COMPANIES, INC.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588
(925) 460-3600
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copies to:
LAURA GABRIEL, ESQ.
DEBORAH KAWAMURA, ESQ.
LATHAM & WATKINS
505 Montgomery Street, Suite 1900
San Francisco, CA 94111
(415) 391-0600
Calculation of Registration Fee
============================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price (2) Fee (2)
- ------------------------------------------------------------------------------------------------------------
Common Stock
$.10 par value 700,000 $53.775 $37,642,500 $9410.75
- ------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 700,000 (3) (3) (3)
============================================================================================================
(1) This registration statement shall also cover any additional shares of
common stock which become issuable under The Cooper Companies, Inc. 2001
Long Term Incentive Plan by reason of any stock dividend, stock split,
recapitalization or similar transaction effected without The Cooper
Companies, Inc.'s receipt of consideration which would increase the number
of outstanding shares of common stock.
(2) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) (the average ($53.775) of the high ($54.10) and low ($53.45)
prices for The Cooper Companies, Inc.'s common stock quoted on the New York
Stock Exchange, Inc. on August 16, 2001).
(3) Rights to acquire shares of The Cooper Companies, Inc.'s Series A Junior
Participating Preferred Stock are attached to and trade with the common
stock. Value attributable to such preferred stock purchase rights, if any,
is reflected in the market price of the common stock.
PART I
EXPLANATORY NOTES
As permitted by the rules of the Securities and Exchange Commission,
this registration statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I will be
delivered to the participants in the Plan as required by the Securities Act of
1933, as amended, (the "Securities Act") Rule 428(b). Such documents are not
being filed as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
This registration statement covers 700,000 shares of common stock, par
value $.10 per share, of The Cooper Companies, Inc., a Delaware corporation,
reserved for issuance under The Cooper Companies, Inc. 2001 Long Term Incentive
Plan and 700,000 preferred stock purchase rights to acquire an aggregate of
7,000 shares of Series A Junior Participating Preferred Stock of The Cooper
Companies, Inc. attached to such shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities and
Exchange Commission by The Cooper Companies, Inc. are incorporated by reference
in this registration statement:
(a) The Annual Report on Form 10-K for the fiscal year ended October 31,
2000;
(b) The portions of the Annual Report to Stockholders for the fiscal year
ended October 31, 2000 that have been incorporated by reference into
the Form 10-K;
(c) The portions of the Proxy Statement for the Company's March 28, 2001
Annual Meeting of stockholders that have been incorporated by
reference into the Form 10-K;
(d) The Quarterly Reports on Form 10-Q for the periods ended January 31,
2001 and April 30, 2001;
(e) The Current Reports on Form 8-K filed on March 2, 2001, March 14,
2001, April 3, 2001, April 12, 2001, April 25, 2001, May 3, 2001, May
31, 2001, June 20, 2001, June 25, 2001, July 13, 2001 and July 23,
2001;
(f) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed October 28, 1983;
and
(g) The description of the preferred stock purchase rights contained in
the Company's registration statement on Form 8-A filed November 3,
1997.
All documents filed by The Cooper Companies, Inc. pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended, after the date of this registration statement, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statements. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Cooper Companies, Inc. is a Delaware corporation. Subsection
(b)(7) of Section 102 of the Delaware General Corporation Law enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director to the corporation or
its stockholders for monetary damages for violations of the director's fiduciary
duty, except (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the Delaware General Corporation Law (providing for liability
of directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (4) for any transaction from which a director derived an
improper personal benefit.
Article X of The Cooper Companies, Inc.'s Certificate of
Incorporation, as amended, provides that a director shall not be liable to The
Cooper Companies, Inc. or its stockholders for monetary damages for breach of
duty as a director, except under the circumstances listed in (1) through (4)
above and further provides that if the Delaware General Corporation Law is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, the liability of a director of The Cooper
Companies, Inc. shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended.
Subsection (a) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any director or officer, or former director
or officer, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such director
or officer acted in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided further that such director or officer
had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such director or officer
II-2
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such director or
officer is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by him in connection
therewith; that indemnification and advancement of expenses provided for, by, or
granted pursuant to Section 145 shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Paragraph (b) of Article X of The Cooper Companies, Inc.'s Certificate
of Incorporation, as amended, provides that each person who was or is made a
party to or is threatened to be made party to, or is otherwise involved in, any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she is or was a director, officer or employee of The Cooper
Companies, Inc. (or was serving at the request of The Cooper Companies, Inc. as
a director, officer, employee or agent for another entity) while serving in such
capacity shall, except in certain lawsuits initiated by such persons, be
indemnified and held harmless by The Cooper Companies, Inc., to the full extent
authorized by the Delaware General Corporation Law, as in effect (or, to the
extent authority for indemnification is broadened, as it may be amended) against
all expense, liability or loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) reasonably incurred by such person in connection therewith.
Paragraph (b) further provides that rights conferred thereby shall be contract
rights and shall include the right to be paid by The Cooper Companies, Inc. the
expenses incurred in defending the proceedings specified above, in advance of
their final disposition, provided that, if the Delaware General Corporation Law
so requires, such payment shall only be made upon delivery to The Cooper
Companies, Inc. by the indemnified party of an undertaking to repay all amounts
so advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified under Paragraph (b) or otherwise.
Paragraph (b) provides that The Cooper Companies, Inc. may, by action of its
Board of Directors, provide indemnification to its agents with the same scope
and effect as the foregoing indemnification of directors, officers and
employees.
Paragraph (b) provides that persons indemnified thereunder may bring
suit against The Cooper Companies, Inc. to recover unpaid amounts claimed
thereunder, and that if such suit is successful, the expense of bringing such
suit shall be reimbursed by The Cooper Companies, Inc. Paragraph (b) further
provides that while it is a defense to such a suit that the person claiming
indemnification has not met the applicable standards of conduct making
indemnification permissible under the Delaware General Corporation Law, the
burden of proving the defense shall be on The Cooper Companies, Inc. and neither
the failure of The Cooper Companies, Inc.'s Board of Directors to have made a
determination that indemnification is proper, nor an actual determination by the
Board of
II-3
Directors that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
Paragraph (b) provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may have
or acquire under any statute, provision of The Cooper Companies, Inc.'s
Certificate of Incorporation or By-Laws, or otherwise.
Paragraph (b) also provides that The Cooper Companies, Inc. may
maintain insurance, at its expense, to protect itself and any of its directors,
officers, employees or agents against any expense, liability or loss, whether or
not The Cooper Companies, Inc. would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
Law.
Finally, Paragraph (b) provides that The Cooper Companies, Inc. may
enter into indemnification contracts consistent with its provisions. However,
the existence of a contract is not a precondition to indemnification under
Paragraph (b).
Article VIII, Section 1 of the By-Laws of The Cooper Companies, Inc.
provides:
"Except as provided in Section 3 of this Article VIII, the Corporation
shall indemnify any person who was or is a party or is threatened to
be made a party to or is otherwise involved in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including any appeal therefrom (a
"Proceeding") (other than a Proceeding by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer or employee of the Corporation or any predecessor corporation
or entity, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another entity, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such Proceeding if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
Proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in, or not opposed to, the best interests of the Corporation,
and, with respect to any criminal Proceeding, that he had reasonable
cause to believe that his conduct was unlawful."
Article VIII, Section 2 of the By-Laws of The Cooper Companies, Inc.
provides:
"Except as provided in Section 3 of this Article VIII, the Corporation
shall indemnify any person who was or is a party or is threatened to
be made a party to or is otherwise involved in any threatened, pending
or completed Proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer or employee of the Corporation or any
predecessor corporation or entity, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such Proceeding if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of
II-4
the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such
Proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court
shall deem proper."
The By-Laws also provide that The Cooper Companies, Inc. may purchase
and maintain insurance on behalf of any person who is or was its director,
officer, employee or agent, or is or was serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any asserted liability against him and
incurred by him in any such capacity, whether or not The Cooper Companies, Inc.
would have the power to indemnify him against such liability under the
provisions of the Certificate of Incorporation, By-Laws or the Delaware General
Corporation Law.
The Cooper Companies, Inc. maintains insurance covering itself and its
officers and directors against certain liabilities incurred in their capacities
as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation, as partially amended,
incorporated by reference to Exhibit 4(a) to The Cooper Companies,
Inc.'s registration statement on Form S-3 (No. 33-17330).
4.2 Certificate of Amendment of Restated Certificate of Incorporation dated
September 21, 1995, incorporated by reference to Exhibit 3.2 to The
Cooper Companies, Inc.'s Annual Report on Form 10-K for the fiscal year
ended October 31, 1995.
4.3 Certificate of Amendment of Certificate of Incorporation dated May 24,
2000, incorporated by reference to Exhibit 3.4 to The Cooper Companies,
Inc.'s Annual Report on Form 10-K for the fiscal year ended October 31,
2000.
4.4 Certificate of Elimination of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc. filed with the Delaware Secretary
of State on October 30, 1997, incorporated by reference to Exhibit 4.1
on Form 10-K for fiscal year ended October 31, 1997.
4.5 Certificate of Designations of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc., incorporated by reference to
Exhibit 4.0 to The Cooper Companies, Inc.'s Current Report on Form 8-K
dated October 29, 1997.
4.6 Amended and Restated By-Laws of The Cooper Companies, Inc. dated
December 16, 1999, incorporated by reference to Exhibit 3.3 to The
Cooper Companies, Inc.'s Annual Report on Form 10-K for the fiscal year
ended October 31, 1999.
II-5
4.7 Rights Agreement, dated as of October 29, 1997, between The Cooper
Companies, Inc. and American Stock Transfer & Trust Company,
incorporated by reference to Exhibit 4.0 to The Cooper Companies,
Inc.'s Current Report on Form 8-K dated October 29, 1997.
4.8 Amendment No. 1 to Rights Agreement dated September 26, 1998,
incorporated by reference to Exhibit 99.1 to The Cooper Companies,
Inc.'s Current Report on Form 8-K dated September 25, 1998.
4.9 The Cooper Companies, Inc. 2001 Long Term Incentive Plan, incorporated
by reference to Exhibit B to The Cooper Companies, Inc.'s Proxy
Statement for its Annual Meeting of stockholders held on March 28, 2001
on Form 14A filed on February 12, 2001.
5.1 Opinion of Latham & Watkins.
23.1 Consent of KPMG LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page to this registration
statement).
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ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by The
Cooper Companies, Inc. pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as
amended, each filing of The Cooper Companies, Inc.'s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities
II-7
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of The Cooper Companies, Inc.
pursuant to the foregoing provisions, or otherwise, The Cooper
Companies, Inc. has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by The Cooper Companies, Inc. of expenses incurred or
paid by a director, officer or controlling person of The Cooper
Companies, Inc. in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, The Cooper
Companies, Inc. will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, The Cooper Companies, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pleasanton, California,
on the 20th day of August 2001.
THE COOPER COMPANIES, INC.
By: /s/ Carol R. Kaufman
----------------------------------------------
Carol R. Kaufman
Vice President of Legal Affairs, Secretary and
Chief Administrative Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Carol R. Kaufman and Robert S.
Weiss, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this registration statement
on Form S-8, or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith or in connection with the registration of the common
stock under the Securities Exchange Act of 1934, as amended, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they or he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by or on behalf of the
following persons in the capacities indicated on the 20th day of August 2001.
/s/ A. THOMAS BENDER President, Chief Executive Officer and Director
- ----------------------------------------------------- (Principal Executive Officer)
(A. Thomas Bender)
/s/ ROBERT S. WEISS Executive Vice President, Treasurer, Chief
- ----------------------------------------------------- Financial Officer and Director (Principal
(Robert S. Weiss) Financial Officer)
/s/ STEPHEN C. WHITEFORD Vice President and Corporate Controller
- ----------------------------------------------------- (Principal Accounting Officer)
(Stephen C. Whiteford)
/s/ ALLAN E. RUBENSTEIN, M.D. Chairman of the Board of Directors
- -----------------------------------------------------
(Allan E. Rubenstein, M.D.)
/s/ MICHAEL H. KALKSTEIN Director
- -----------------------------------------------------
(Michael H. Kalkstein)
/s/ MOSES MARX Director
- -----------------------------------------------------
(Moses Marx)
/s/ STEVEN ROSENBERG Director
- -----------------------------------------------------
(Steven Rosenberg)
/s/ DONALD PRESS Director
- -----------------------------------------------------
(Donald Press)
/s/ STANLEY ZINBERG, M.D. Director
- -----------------------------------------------------
(Stanley Zinberg, M.D.)
THE COOPER COMPANIES, INC.
EXHIBIT INDEX
Description of Exhibit
- --------------------------------------------------------------------------------
4.1 Restated Certificate of Incorporation, as partially amended,
incorporated by reference to Exhibit 4(a) to The Cooper Companies,
Inc.'s registration statement on Form S-3 (No. 33-17330).
4.2 Certificate of Amendment of Restated Certificate of Incorporation dated
September 21, 1995, incorporated by reference to Exhibit 3.2 to The
Cooper Companies, Inc.'s Annual Report on Form 10-K for the fiscal year
ended October 31, 1995.
4.3 Certificate of Amendment of Certificate of Incorporation dated May 24,
2000, incorporated by reference to Exhibit 3.4 to The Cooper Companies,
Inc.'s Annual Report on Form 10-K for the fiscal year ended October 31,
2000.
4.4 Certificate of Elimination of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc. filed with the Delaware Secretary of
State on October 30, 1997, incorporated by reference to Exhibit 4.1 on
Form 10-K for fiscal year ended October 31, 1997.
4.5 Certificate of Designations of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc., incorporated by reference to
Exhibit 4.0 to The Cooper Companies, Inc.'s Current Report on Form 8-K
dated October 29, 1997.
4.6 Amended and Restated By-Laws of The Cooper Companies, Inc. dated
December 16, 1999, incorporated by reference to Exhibit 3.3 to The
Cooper Companies, Inc.'s Annual Report on Form 10-K for the fiscal year
ended October 31, 1999.
4.7 Rights Agreement, dated as of October 29, 1997, between The Cooper
Companies, Inc. and American Stock Transfer & Trust Company,
incorporated by reference to Exhibit 4.0 to The Cooper Companies, Inc.'s
Current Report on Form 8-K dated October 29, 1997.
4.8 Amendment No. 1 to Rights Agreement dated September 26, 1998,
incorporated by reference to Exhibit 99.1 to The Cooper Companies,
Inc.'s Current Report on Form 8-K dated September 25, 1998.
4.9 The Cooper Companies, Inc. 2001 Long Term Incentive Plan, incorporated
by reference to Exhibit B to The Cooper Companies, Inc.'s Proxy
Statement for its Annual Meeting of stockholders held on March 28, 2001
on Form 14A filed on February 12, 2001.
5.1 Opinion of Latham & Watkins.
23.1 Consent of KPMG LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page to this registration
statement).