-----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, OzCHBj/pZ+6BEI5HEyuL4Rn7vs6agPxRPf8lDUk7xnNT3Hg8V6lsJkhiOyA3FJ7D mnKxmWbYEIHRFr51XIcP9g== 0000950123-07-015966.txt : 20071204 0000950123-07-015966.hdr.sgml : 20071204 20071127165459 ACCESSION NUMBER: 0000950123-07-015966 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 EFFECTIVENESS DATE: 20071127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 071269361 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 DEFA14A 1 y43162dadefa14a.htm ADDITIONAL MATERIALS ADDITIONAL MATERIALS
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Datascope Corp.
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ    No fee required.
 
o    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
         
  1)  
Title of each class of securities to which transaction applies:
       
 
   
       
 
  2)  
Aggregate number of securities to which transaction applies:
       
 
   
       
 
  3)  
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
       
 
   
       
 
  4)  
Proposed maximum aggregate value of transaction:
       
 
   
       
 
  5)  
Total fee paid:
       
 
   
o    Fee previously paid with preliminary materials.
 
o    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
         
  1)  
Amount Previously Paid:
       
 
   
       
 
  2)  
Form, Schedule or Registration Statement No.:
       
 
   
       
 
  3)  
Filing Party:
       
 
   
       
 
  4)  
Date Filed:
 
 

 

 

     On November 1, 2007, Datascope Corp. (“Datascope” or the “Corporation”) filed a definitive proxy statement on Schedule 14A (the “Proxy”). The Proxy listed under the caption “Cost of Solicitation,” and Appendix A thereto, the names of certain directors and officers of Datascope that the Corporation anticipated would contact stockholders to solicit proxies on its behalf and would therefore be considered “participants” in the Corporation’s solicitation of proxies. Datascope has since determined that it is necessary for additional officers and employees of the Corporation to solicit stockholders on its behalf.
     Set forth below is the information required under SEC rules regarding those additional officers and employees of Datascope who may solicit proxies on the Corporation’s behalf and are therefore considered “participants” in the solicitation of proxies for Datascope’s 2007 Annual Meeting of Stockholders.
Officers
     The additional executive officers of the Corporation who are “participants” in the Corporation’s solicitation of proxies are set forth below. The business address for each of these executive officers is c/o Datascope Corp., 14 Philips Parkway, Montvale, New Jersey 07645.
Fred Adelman, Vice President, Chief Accounting Officer
Robert O. Cathcart, Vice President; President, Interventional Products Division
Antonino Laudani, Chief Operating Officer
Employees
     The employee of the Corporation who is a “participant” in the Corporation’s solicitation of proxies is set forth below. The business address of the employee is c/o Datascope Corp., 800 MacArthur Blvd., Mahwah, New Jersey 07430.
Thomas Bielan, Vice President, Finance
Information Regarding Ownership of Corporation’s Securities by Participants
     The following table sets forth the shares of Common Stock of the Corporation held as of November 23, 2007 by the persons listed above under the captions “Officers” and “Employees.”
                 
Name of   Amount and Nature   Percent of
Beneficial   of Beneficial   Common
Owner(1)   Ownership   Stock(2)
Fred Adelman
     33,089 (3)     *  
Thomas Bielan
     3,344 (4)     *  
Robert O. Cathcart
     60,042 (5)     *  
Antonino Laudani
     70,400 (6)     *  
  *   Represents less than 1% of the shares of Common Stock of the Corporation outstanding as of November 23, 2007.
 
  (1)   This table identifies persons having sole voting and investment power with respect to the shares set forth opposite their names, except as otherwise disclosed in the footnotes to the table, according to information furnished to the Corporation by each of them.
 
  (2)   Shares beneficially owned, as recorded in this table, expressed as a percentage of the shares of the Common Stock of the Corporation outstanding as of November 23, 2007. For the purpose of calculating each person’s beneficial ownership, any shares issuable pursuant to options exercisable within 60 days of November 23, 2007 are deemed to be beneficially owned by, and outstanding with respect to, such person. An option is considered exercisable within 60 days of November 23, 2007 if the option has vested or will vest within such period, even though by November 23, 2007 the threshold price, which, depending on the option, may be a condition for exercisability, may not have been reached.
 
  (3)   Includes 21,700 shares issuable pursuant to currently exercisable stock options.
 
  (4)   Consists entirely of restricted stock shares issued on August 27, 2007. The restricted stock shares vest in 4 equal annual installments of 25% on the anniversary of the grant date.

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  (5)   Includes 54,000 shares issuable pursuant to currently exercisable stock options, and 5,000 shares issuable pursuant to options exercisable within 60 days of November 23, 2007.
 
  (6)   Consists of 40,400 shares issuable pursuant to currently exercisable stock options and 30,000 shares of restricted stock granted on August 22, 2007. The restricted stock shares vest in 4 equal annual installments of 25% on the anniversary of the grant date.
Information Regarding Transactions in the Corporation’s Securities by Participants
     The following table sets forth information regarding purchases and sales of shares of our Common Stock within the past two years by the persons listed above under “Officers” and “Employees”.
                         
    Date of   Number of Shares of Common    
Name   Transaction   Stock Purchased or (Sold)   Notes
Fred Adelman
     02/22/2006       5,000       (1 )
 
     02/22/2006       (5,000 )     (2 )
 
     02/28/2006       2,500       (1 )
 
     02/28/2006       (2,500 )     (2 )
Thomas Bielan
     03/01/2006       10,000       (1 )
 
     03/01/2006       (10,000 )     (2 )
 
     08/27/2007       3,330       (3 )
Robert O. Cathcart
     03/10/2006       10,200       (1 )
 
     03/10/2006       (10,200 )     (2 )
Antonino Laudani
     03/07/2006       10,000       (1 )
 
     03/07/2006       (10,000 )     (2 )
 
     09/11/2007       30,000       (3 )
 
(1)   Exercise of option to purchase Common Stock.
 
(2)   Sale of Common Stock.
 
(3)   Grant of restricted shares.

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