8-K

UNITED STATES
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): November 6, 2008

DATASCOPE CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-6516	13-2529596
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

14 Philips Parkway, Montvale, New Jersey, 07645-9998
(Address of Principal Executive Offices) (Zip Code)

(201) 391-8100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition

     Datascope Corp. issued a press release on November 6, 2008 announcing its operating results for the first quarter of fiscal year 2009. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01. Other Events

     Datascope Corp. issued a press release on November 26, 2008 announcing that it executed an agreement to sell its endoscopic vessel harvesting product line to Sorin Group. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated herein by reference.

     The information, including Exhibits 99.1 and 99.2, furnished in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits:

Exhibit 99.1	Press release issued by Datascope Corp. on November 6, 2008 announcing its operating results for the first quarter of fiscal year 2009.
Exhibit 99.2	Press release issued by Datascope Corp. on November 26, 2008 announcing that Datascope Corp. executed an agreement to sell its endoscopic vessel harvesting product line to Sorin Group.

SIGNATURES

     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.

DATASCOPE CORP.

Registrant

/s/ Henry M. Scaramelli Name: Henry M. Scaramelli

Title: Vice President, Finance and
          Chief Financial Officer

Dated: November 26, 2008

EXHIBIT INDEX

Exhibit No.
99.1	Press release issued by Datascope Corp. on November 6, 2008 announcing its operating results for the first quarter of fiscal year 2009.
99.2	Press release issued by Datascope Corp. on November 26, 2008 announcing that Datascope Corp. executed an agreement to sell its endoscopic vessel harvesting product line to Sorin Group.

EX-99.1

Exhibit No. 99.1

PRESS RELEASE

For Information Contact:

Henry Scaramelli

Chief Financial Officer

Datascope Corp.

(201) 307-5435 

www.datascope.com

FOR IMMEDIATE RELEASE:

Datascope Reports Sharply Higher Non-GAAP Sales and Earnings
from Continuing Operations in the First Quarter of Fiscal 2009

Montvale, NJ, November 6, 2008 . . . Datascope Corp. (NASDAQ: DSCP) today reported that sales in the first quarter of fiscal 2009 increased 17% to $56.2 million, compared to $48.0 million in the first quarter last year. Favorable foreign currency translation contributed $1.1 million to revenues.

GAAP net earnings from continuing operations* in the first quarter of fiscal 2009 were $4.0 million, or $0.25 per diluted share, after deducting after-tax special charges of $1.0 million, or $0.06 per diluted share, for expenses related to the pending acquisition by Getinge AB of Datascope Corp. The first quarter of fiscal 2009 continued to be burdened by the fees associated with the transitional manufacturing of Cardiac Assist balloon pumps at Datascope’s former Patient Monitoring (“PM”) facility of about $342 thousand per month. The fee started at the time of the sale of the PM business and will continue through January 2009. GAAP net earnings from continuing operations in the first quarter last year were $11.9 million, or $0.76 per diluted share, after including an after-tax special gain of $7.8 million or $0.50 per diluted share.

Non-GAAP net earnings from continuing operations in the first quarter of fiscal 2009 increased 23% to $5.0 million, or $0.31 per diluted share from $4.1 million, or $0.26 per diluted share last year. Higher non-GAAP earnings from continuing operations in the first quarter reflect strong sales growth in both Cardiac Assist and Vascular Products and higher interest income.

The effective tax rate on non-GAAP earnings from continuing operations in the first quarter of fiscal 2009 was 38.6% compared to 35.0% in the first quarter last year. The tax rate in the first quarter this year does not reflect the benefit of the R&D tax credit for fiscal 2009 or the favorable impact of the retroactive provisions of the Emergency Economic Stabilization Act of 2008 (“EESA”), which reinstated the R&D tax credit to January 1, 2008, because the new law was passed after the end of the first quarter of fiscal 2009.

* Since Datascope sold its Patient Monitoring (“PM”) business effective May 1, 2008, and its Interventional Products (“IP’) business effective August 6, 2008, operating results of the PM and IP businesses are shown in net earnings from discontinued operations in the Condensed Consolidated Statements of Earnings. Datascope’s continuing operations are primarily comprised of the Cardiac Assist and InterVascular businesses.

Commenting on the Company’s first quarter results, Dr. Antonino Laudani, Datascope’s COO, stated, “The positive results of the first quarter continue to reflect our undivided focus on our cardiovascular business, and the implementation of our plans to support the growth of counterpulsation in the United States and in the rest of the world. Our high-margin counterpulsation balloon product line continued to grow and our vascular graft line performed very well as we continue to gain market share and expand our presence in developing markets.”

The Company projects sales growth of 3% in the second quarter of fiscal 2009. The moderate projected rate of growth reflects the unfavorable effect of the strengthening U.S. dollar and comparison to last year’s second quarter, which included initial inventory sales to Datascope’s new distributor in Japan. Excluding foreign currency translation, the projected sales increase would be 6%.

The Company projects GAAP second quarter fiscal 2009 diluted earnings per share from continuing operations of $0.40 — $0.42 per share. Projected operating results in the second quarter include a tax rate of 33.8%, which reflects the benefit of the R&D tax credit for fiscal 2009 and the favorable impact of the retroactive provisions of the EESA to January 1, 2008.

In October 2008, we relocated the manufacture of balloon pumps from the former PM facility to our own 90,000 square foot facility in Mahwah, N. J.

First Quarter Sales Discussion

Cardiac Assist Products: First quarter sales increased 14% to a record $45.3 million, primarily reflecting continued strong growth in international markets. Worldwide balloon pump sales increased 22% and intra-aortic balloons (IAB’s) increased 9%, driven by the continued worldwide market acceptance of the CS300™ balloon pump and the Sensation 7 Fr. catheter. Worldwide sales of the Safeguard manual assist device increased 20%. Favorable foreign currency translation contributed $0.6 million to Cardiac Assist sales in the first quarter.

Vascular Products: First quarter sales rose 29% to $10.4 million, as sales of vascular grafts and peripheral vascular stent products grew 34% and 16%, respectively. Increased vascular graft sales reflect higher sales in international markets and increased sales to our exclusive U.S. distributor. Favorable foreign currency translation increased sales by $0.5 million in the first quarter.

Gain on sale of Discontinued Interventional Products Business

On August 6, 2008, the Company completed the sale of its vascular closure business, including all assets related to its VasoSeal^®, On-Site™, and X-Site^® devices and its collagen operation, to St. Jude Medical, Inc. (NYSE: STJ). In the first quarter of fiscal 2009, we recognized a gain on sale of the IP business of $0.6 million, net of tax. This transaction completed Datascope’s previously announced plan to exit the vascular closure market and phase out its Interventional Products business.

Non-GAAP Measures

Datascope prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP. In an effort to provide investors with additional information regarding the Company’s results and to provide a meaningful period-over-period comparison of the Company’s financial performance, the Company uses non-GAAP financial measures as defined by the Securities and Exchange Commission. The differences between U.S. GAAP and non-GAAP financial measures are reconciled below. In presenting comparable results, the Company discloses non-GAAP financial measures when it believes such measures will be useful to investors, analysts and other interested parties in evaluating the Company’s underlying business performance on a comparable basis with past and future reported earnings per share. Management uses the non-GAAP financial measures to evaluate the Company’s financial performance against internal budgets and targets. Importantly, the Company believes non-GAAP financial measures should be considered in addition to, and not in lieu of, U.S. GAAP financial measures. These non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. The Company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

About Datascope Corp.

Datascope Corp. is the global leader of intra-aortic balloon counterpulsation and a diversified cardiovascular device company that develops, manufactures and markets proprietary products for clinical health care markets in interventional cardiology, cardiovascular and vascular surgery, and critical care. The Company’s products are sold throughout the world through direct sales representatives and independent distributors. Founded in 1964, Datascope is headquartered in Montvale, New Jersey. For news releases, webcasts and other Company information please visit Datascope’s website, www.datascope.com.

Safe Harbor Statement

The statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbors provided therein. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Many of these risks cannot be predicted or quantified and are at least partly outside our control, The forward-looking statements included in this press release are made only as of the date of this report and the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

Datascope Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)

	Sept. 30,			June 30,
	2008			2008
Assets
Current assets:
Cash and cash equivalents	$	190,296		$	22,106
Short-term investments		52,977			228,106
Accounts receivable less allowance for doubtful accounts of $3,011 and $2,777		49,220			65,178
Inventories		34,565			31,030
Prepaid expenses and other current assets		15,503			16,425
Current deferred taxes		2,302			2,476
Current assets of discontinued operations		—			5,773
Total current assets		344,863			371,094
Property, plant and equipment, net of accumulated depreciation of $73,178 and $73,563		49,253			49,710
Long-term investments		23,032			22,846
Intangible assets, net		15,199			15,873
Goodwill		4,360			4,575
Other assets		44,194			43,974
Noncurrent assets of discontinued operations		—			15,666
	$	480,901		$	523,738
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	15,566		$	16,951
Dividends payable		1,590			—
Accrued expenses		13,098			13,833
Accrued compensation		10,497			14,377
Deferred revenue		2,498			2,728
Income taxes payable		10,137			43,504
Current liabilities of discontinued operations		—			500
Total current liabilities		53,386			91,893
Other liabilities		29,631			25,836
Other liabilities of discontinued operations		—			459
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $1.00 per share:
Authorized 5,000 shares; Issued, none		—			—
Common stock, par value $0.01 per share:
Authorized, 45,000 shares;
Issued, 19,471 and 19,401 shares		195			194
Additional paid-in capital		129,843			126,805
Treasury stock at cost, 3,570 and 3,567 shares		(109,017	)		(108,897	)
Retained earnings		375,018			377,194
Accumulated other comprehensive income:
Cumulative translation adjustments		1,828			10,043
Benefit plan adjustments		(77	)		(55	)
Unrealized gain on available-for-sale securities		94			266
Total stockholders’ equity		397,884			405,550
	$	480,901		$	523,738

Datascope Corp. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	September 30,
	2008		2007
Net earnings from continuing operations as reported	$	4,039	$	11,869
Non-GAAP adjustments, net of tax:
Special charges		964		—
Gain on sale of investment		—		(7,791	)
Net earnings from continuing operations as adjusted (non-GAAP)	$	5,003	$	4,078
Earnings per share from continuing operations, diluted, as reported	$	0.25	$	0.76
Non-GAAP adjustments, net of tax:
Special charges		0.06		—
Gain on sale of investment		—		(0.50	)
Earnings per share from continuing operations, diluted, as adjusted (non-GAAP)	$	0.31	$	0.26
Shares used in per share calculation		16,066		15,483

Datascope Corp. and Subsidiaries
Condensed Consolidated Statements of Earnings (GAAP)
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	September 30,
	2008			2007
Net sales	$	56,207		$	48,015
Cost of sales		19,802			16,717
Gross profit		36,405			31,298
Operating expenses:
Research and development expenses		5,041			4,964
Selling, general and administrative expenses		24,608			20,480
Special charges		1,533			—
		31,182			25,444
Operating earnings		5,223			5,854
Other (income) expense:
Interest, net		(1,605	)		(558	)
Gain on sale of investment		—			(13,173	)
Other, net		249			138
		(1,356	)		(13,593	)
Earnings from continuing operations before income taxes		6,579			19,447
Income taxes		2,540			7,578
Net earnings from continuing operations		4,039			11,869
Net loss from discontinued operations		(1,660	)		(77	)
Net gain on sale of discontinued operations		550			—
Net earnings	$	2,929		$	11,792
Net earnings (loss) per share, basic:
Continuing operations	$	0.26		$	0.77
Discontinued operations		(0.10	)		—
Net gain on sale of discontinued operations		0.03			—
Net earnings	$	0.19		$	0.77
Weighted average number of common shares outstanding, basic		15,793			15,347
Net earnings (loss) per share, diluted:
Continuing operations	$	0.25		$	0.76
Discontinued operations		(0.10	)		—
Net gain on sale of discontinued operations		0.03			—
Net earnings	$	0.18		$	0.76
Weighted average number of common shares outstanding, diluted		16,066			15,483

EX-99.2

Exhibit No. 99.2

PRESS RELEASE

For Information Contact:

Henry Scaramelli

Chief Financial Officer

Datascope Corp.

(201) 307-5435

www.datascope.com

FOR IMMEDIATE RELEASE:

Datascope Announces Execution of Agreement to Sell EVH Product Line to Sorin Group

MONTVALE, N.J., Nov. 26, 2008 — Datascope Corp. (Nasdaq:DSCP) today announced that it has executed an agreement to sell its endoscopic vessel harvesting, or EVH, product line to Sorin Group, a global leader in the development of medical technologies for cardiac surgery. Terms were not disclosed. The transaction is contingent on the closing of the acquisition of Datascope by Getinge AB as well as the satisfaction of other typical conditions. The Getinge acquisition is conditioned upon, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The agreement will be provided to the U.S. Federal Trade Commission for its review and consent.

About Datascope Corp.

Datascope Corp. is the global leader of intra-aortic balloon counterpulsation and a diversified medical device company that develops, manufactures and markets proprietary products for clinical health care markets in interventional cardiology, cardiovascular and vascular surgery and critical care. Datascope’s products are sold throughout the world through direct sales representatives and independent distributors. Founded in 1964, Datascope is headquartered in Montvale, New Jersey. For news releases, webcasts and other company information, please visit Datascope’s website, http://www.datascope.com.

Important Additional Information

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of common stock of Datascope will only be made pursuant to a tender offer statement on Schedule TO, an offer to purchase and related materials that Getinge and Datascope have filed with the Securities and Exchange Commission. Datascope stockholders should read these materials carefully prior to making any decisions with respect to the tender offer because they contain important information, including, without limitation, the terms and conditions of the tender offer.

Datascope stockholders are able to obtain a copy of the tender offer statement, the offer to purchase and other filed documents related to the tender offer, free of charge, at the Securities and Exchange Commission’s website at http://www.sec.gov or from the information agent named in the tender offer materials.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but

instead represent beliefs regarding future events. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors. Forward-looking statements involve inherent risks and uncertainties. Information regarding these risks and uncertainties is included in public documents for Datascope filed with the Securities and Exchange Commission. Datascope does not undertake any obligation to update any forward-looking statement, except as required under applicable law.