-----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, FQGVyrj72VyvNTq/crEaJKcZyDDnKx/aYgGtvpqO5B4gDy92DwLdgTK2giGo1x7q KT3D4XSz+9y0sYY+6RAOGw== 0000950123-97-007631.txt : 19970912 0000950123-97-007631.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950123-97-007631 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970905 EFFECTIVENESS DATE: 19970905 SROS: NASD 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: S-8 POS SEC ACT: SEC FILE NUMBER: 033-69922 FILM NUMBER: 97675830 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 S-8 POS 1 POST-EFFECTIVE AMENDMENT #4 TO FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997 Registration No. 33-69922 ------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- DATASCOPE CORP. --------------- (Exact name of registrant as specified in its charter) Delaware 13-2529596 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 14 Philips Parkway, Montvale, New Jersey 07645-9998 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Datascope Corp. 401(k) Savings and Supplemental Retirement Plan --------------------------------------------------------------- (Full title of the Plan) Lawrence Saper Gerald Adler, Esq. Chairman of the Board Shereff, Friedman, Hoffman and President & Goodman Datascope Corp. 919 Third Avenue 14 Philips Parkway New York, New York 10022 Montvale, New Jersey 07645-9998 (212) 758-9500 (201) 391-8100 --------------------------------------------------- (Name, address and telephone number, including area code, of agents for service) 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. --------- The following exhibits are filed as part of this Post-Effective Amendment No. 4 to the Registration Statement: Exhibit Number Description ------ ----------- 4.1 Amendment to Datascope Corp. 401(k) Savings and Supplemental Retirement Plan. 4.2 Amendment to Datascope Corp. 401(k) Savings and Supplemental Retirement Plan, dated August 28, 1996. 4.3 Amendment to Datascope Corp. 401(k) Savings and Supplemental Retirement Plan, dated January 15, 1997. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montvale, State of New Jersey, on September 5, 1997. DATASCOPE CORP. By: /s/ Lawrence Saper -------------------------- Lawrence Saper Chairman of the Board and President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- Chairman of the Board, September 5, 1997 /s/ Lawrence Saper President and Director - --------------------------- (Principal Executive Officer) Lawrence Saper Senior Vice President, Chief September 5, 1997 /s/Murray Pitkowsky Financial Officer and Secretary - --------------------------- (Principal Financial and Murray Pitkowsky Accounting Officer) * Director September 5, 1997 - --------------------------- David Altschiller * Director September 5, 1997 - --------------------------- William L. Asmundson * Director September 5, 1997 - --------------------------- Joseph Grayzel, M.D. * Director September 5, 1997 - --------------------------- George Heller *By: /s/ Lawrence Saper ------------------------ Lawrence Saper Attorney in Fact
4 KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature appears below constitutes and appoints Lawrence Saper and Murray Pitkowsky, and each of them (with full power of each of them to act alone), his true and lawful attorneys-in-fact, with full power of substitution and resubstitution for him and on his behalf, and in his name, place and stead, in any all capacities to execute and sign any and all amendments or post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection with them, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof and the Registrant hereby confers like authority on its behalf. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Alan B. Abramson Director September 5, 1997 - --------------------------- Alan B. Abramson /s/ Arno Nash Director September 5, 1997 - --------------------------- Arno Nash
5 Pursuant to the requirements of the Securities Act of 1933, the Datascope Corp. Benefits Committee, which administers the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan, has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montvale, State of New Jersey, on September 5, 1997. DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN By: /s/ Murray Pitkowsky -------------------------- Murray Pitkowsky Member, Benefits Committee By: /s/ Richard Monastersky -------------------------- Richard Monastersky Member, Benefits Committee By: /s/ Eric Nietsch -------------------------- Eric Nietsch Member, Benefits Committee By: /s/ Phyllis Payne -------------------------- Phyllis Payne Member, Benefits Committee 6 EXHIBIT INDEX ------------- Exhibit Number Description ------ ----------- 4.1 Amendment to Datascope Corp. 401(k) Savings and Supplemental Retirement Plan. 4.2 Amendment to Datascope Corp. 401(k) Savings and Supplemental Retirement Plan, dated August 28, 1996. 4.3 Amendment to Datascope Corp. 401(k) Savings and Supplemental Retirement Plan, dated January 15, 1997. EX-4.1 2 AMENDMENT TO 401(K) PLAN 1 EXHIBIT 4.1 AMENDMENT TO THE DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN WHEREAS, Datascope Corp. (the "Company") adopted the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan, as amended and restated effective April 1, 1989 (the "Plan"); WHEREAS, the Company submitted the Plan to the Internal Revenue Service ("IRS") for a determination with respect to its tax-qualified status under the Internal Revenue Code; and WHEREAS, the IRS issued a favorable determination with respect to the tax-qualified status of the Plan subject to the adoption of certain amendments submitted to the IRS in proposed form; WHEREAS, the Company desires to adopt the amendments required by the IRS and to adopt certain other amendments to the Plan; and WHEREAS, Section 14.01 of the Plan provides that the Company may amend the Plan by action of its Benefits Committee subject to the approval of the Company's Chief Executive Officer; NOW, THEREFORE, the Plan is hereby amended as follows: 1. SECTION 1.10 IS AMENDED TO READ AS FOLLOWS: 1.10 "Compensation" means for any Plan Year a Member's wages as defined in Section 3401(a) of the Code (for purposes of income tax withholding) determined without regard to any rules that limit remuneration included in wages based on the nature or location of the employment or the services performed, subject to the following inclusions and exclusions: (a) including employer contributions made pursuant to a compensation reduction agreement which are not includible in the gross income of a Member under Section 125, 402(a)(8), 402(h) or 403(b) of the Code; and (b) excluding any wages attributable to periods prior to the effective date of Member's participation in the Plan. For Plan Years beginning on or after January 1, 1989, and before January 1, 1994, the annual Compensation taken into account in determining all benefits provided under the Plan for any Plan Year shall not exceed $200,000, as adjusted for increases in the cost-of-living in accordance with Section 401(a)(17)(B) of the Code. For Plan Years beginning on or after January 1, 1994, the annual Compensation taken into account in determining all benefits provided under the Plan for any Plan Year shall not exceed $150,000, as adjusted for increases in the cost-of-living in accordance with section 401(a)(17)(B) of the Code. In determining the Compensation of a 2 Member for purposes of this limitation, the rules of Section 414(q)(6) of the Code shall apply, except in applying such rules, the term "family" shall include only the spouse of the Member and any lineal descendants of the Member who have not attained age 19 before the close of the year. If, as a result of the application of such rules, the adjusted annual Compensation limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's Compensation as determined under this Section 1.10 prior to the application of this limitation. 2. SECTION 6.01 IS AMENDED TO READ AS FOLLOWS: 6.01 Definitions. The following definitions shall apply for purposes of this Article 6: (a) "Annual Addition" means the sum of the following amounts allocated to a Member's Account during the Limitation Year: (i) employer contributions, (ii) employee contributions, (iii) forfeitures, and (iv) amounts described in Section 415(1)(1) and 419(A)(d)(2) of the Code. The amount of a Member's Annual Additions shall be determined without regard to the limitations set forth in Sections 6.02, 6.03, 6.04 and 6.05. (b) "415 Compensation" means wages within the meaning of Section 3401(a) of the Code and all other payments of compensation to an employee by his employer (in the course of the employer's trade or business) for which the employer is required to furnish the employee a written statement under Sections 6041(d), 6051(a)(3), and 6052 of the Code. The maximum amount of 415 Compensation that may be taken into account in any Plan Year shall not exceed the dollar limitation contained in Section 401(a)(17) of the Code in effect as of the beginning of the Plan Year. (c) "Highly Compensated Employee" includes highly compensated active employees and highly compensated former employees. (i) A highly compensated active employee includes any Employee who performs service for the Company or an Affiliated Company during the Plan Year and who, during the Look-back Year: 2 3 1) received 415 Compensation in excess of the dollar limitation contained in Section 414(q)(1)(B) of the Code in effect at the beginning of such year; 2) received 415 Compensation in excess of the dollar limitation contained in Section 414(q)(1)(C) of the Code in effect at the beginning of such year and was a member of the top-paid 20 percent (20%) of Employees during such year; 3) was an officer of the Company or an Affiliated Company and received 415 Compensation during such year greater than 50 percent (50%) of the dollar limitation in effect under Section 415(b)(1)(A) of the Code at the beginning of such year; or 4) was a 5-percent owner. (ii) The term Highly Compensated Employee also includes, with respect to any Plan Year, any Employee who, at any time during such Plan Year, (A) is one of the 100 employees who received the most compensation from the Company or an Affiliated Company during the Plan Year, or (B) is a 5-percent owner. (iii) A highly compensated former employee is any Employee who separated from service (or was deemed to have separated) prior to the Plan Year, performs no service for the Company or an Affiliated Company during the Plan Year, and was a highly compensated active employee for either the separation year or any Plan Year ending on or after the Employee's 55th birthday. (iv) If an Employee is, during a Plan Year or look-back year, a family member of either a 5-percent owner who is an active or former employee or a Highly Compensated Employee who is one of the 10 most highly compensated employees ranked on the basis of compensation paid by the Company and any Affiliated Company during such year, then the family member and the 5-percent owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family member and 5-percent owner or top-ten Highly Compensated Employee shall be treated as a single employee receiving compensation and plan contributions or benefits equal to the sum of such compensation and contributions or benefits equal to the sum of such compensation and contributions or benefits of the family member and 5- percent owner or top-ten Highly Compensated Employee. For purposes of this paragraph, family member includes the spouse, lineal ascendants and descendants of the employee of former employee and the spouses of such lineal ascendants and descendants. (v) The Look-back Year shall be the 12-consecutive month period immediately preceding the Plan Year; provided, however, that the Plan Administrator may elect for any Plan Year to make the Look-back Year calculation on the basis of the 3 4 calendar year ending with or within such Plan Year in accordance with IRS Regulation ss. 1.414(q)-1T Q&A-14. (vi) The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of employees in the top-paid group, the top 100 employees, the number of employees treated as officers and the compensation that is considered, will be made in accordance with Section 414(q) of the Code and the regulations thereunder. (d) "Limitation Year" means the Plan Year. (e) "Non-highly Compensated Employee" means an Employee who is not a Highly Compensated Employee 3. SECTION 6.02 IS AMENDED TO READ AS FOLLOWS: 6.02 Annual Limitation on Elective Deferrals. (a) In no event shall a Member's Basis Contribution made under the Plan, and elective deferrals (as defined in IRS Regulation ss. 1.402(g)-1(b)) made under any other qualified plan maintained by the Company or any Affiliated Company, during any taxable year exceed the dollar limitation contained in Section 402(g) of the Code in effect at the beginning of such year. (b) Notwithstanding any other provision of the plan, Excess Elective Deferrals, plus any income and minus any loss allocable thereto, shall be distributed no later than April 15 to any Member to whose account Excess Elective Deferrals were assigned for the preceding year and who claims Excess Elective Deferrals for such taxable year. (c) Excess Elective Deferrals means those Basic Contributions and other elective deferrals that are includible in a Member's gross income under Section 402(g) of the Code to the extent such Member's elective deferrals for a taxable year exceed the dollar limitation under such Code section. Excess Elective Deferrals shall be treated as Annual Additions under the Plan, unless such amounts are distributed no later than the first April 15 following the close of the Member's taxable year. 4. SECTION 6.03 IS AMENDED TO READ AS FOLLOWS: 6.03 Limitations on Basic Contributions Applicable to Highly Compensated Employees. (a) The Actual Deferral Percentage for Members who are Highly Compensated Employees for the Plan Year shall not exceed the greater of: 4 5 (i) the Actual Deferral Percentage for Members who are Non-highly Compensated Employees for the Plan Year multiplied by 1.25; or (ii) the Actual Deferral Percentage for Members who are Non-highly Compensated Employees for the Plan Year multiplied by 2.0, provided that the Actual Deferral Percentage for Members who are Highly Compensated Employees does not exceed the Actual Deferral Percentage for Members who are Non-highly Compensated Employees by more than two (2) percentage points. (b) The Actual Deferral Percentage for any Member who is a Highly Compensated Employee for the Plan Year and who is eligible to have elective contributions (as defined in IRS Regulationss.1.401(k)-1(g)(3)) allocated to his or her accounts under two or more arrangements described in Section 401(k) of the Code, that are maintained by the Company or an Affiliated Company, shall be determined as if such elective deferrals were made under a single arrangement. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different Plan Years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under regulations under Section 401(k) of the Code. (c) In the event that this Plan satisfies the requirements of Sections 401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or more plans, or if one or more other plans satisfy the requirements of such sections of the Code only if aggregated with this Plan, then this Section 6.03 shall be applied by determining the Actual Deferral Percentage of employees as if all such plans were a single plan. For Plan Years beginning after December 31, 1989, plans may be aggregated in order to satisfy Section 401(k) of the Code only if they have the same Plan Year. (d) For purposes of determining the Actual Deferral Percentage of a Member who is a 5-percent owner or one of the ten most highly-paid Highly Compensated Employees, the elective contributions and 415 Compensation of such Member shall include the elective contributions and 415 Compensation for the Plan Year of Family Members (as defined in Section 414(g)(6) of the Code). Family Members, with respect to such Highly Compensated Employees, shall be disregarded as separate employees in determining the Actual Deferral Percentage both for Members who are Non-highly Compensated Employees and for Members who are Highly Compensated Employees. (e) The limitations set forth in this Section 6.03 shall be determined after application of the annual dollar limitations set forth in Section 6.02. 5 6 (f) "Actual Deferral Percentage" means, for a specified group of Members for a Plan Year, the average of the ratios (calculated separately for each Member in such group) of (i) the amount of elective contributions actually paid over to the trust on behalf of such Member for the Plan Year to (ii) the Member's 415 Compensation for such Plan Year. 5. SECTION 6.04 IS AMENDED TO READ AS FOLLOWS: 6.04 Limitations on Matching Contributions Applicable to Highly Compensated Employees. (a) The Actual Contribution Percentage for Members who are Highly Compensated Employees for the Plan Year shall not exceed the greater of: (i) the Actual Contribution Percentage of the Members who are Non-highly Compensated Employees for the Plan Year multiplied by 1.25; or (ii) the Actual Contribution Percentage for Members who are Non-highly Compensated Employees for the Plan Year multiplied by 2.0, provided that the Actual Contribution Percentage for Members who are Highly Compensated Employees does not exceed the Actual Contribution Percentage for Members who are Non-highly Compensated Employees by more than two (2) percentage points. (b) For purposes of this Section 6.04, the Contribution Percentage for any Member who is a Highly Compensated Employee and who is eligible to have matching contributions (as defined in IRS Regulationss.1.401(m)-1(f)(12)) and employee contributions (as defined in IRS Regulationss.1.401(m)-1(f)(6)) allocated to his or her account under two or more plans described in Section 401(a) of the Code, or arrangements described in section 401(k) of the Code that are maintained by the Company or any Affiliated Company, shall be determined as if the total of such Contribution Percentage Amounts was made under each plan. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under regulations under Section 401(m) of the Code. (c) In the event that this Plan satisfies the requirements of Sections 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such sections of the Code only if aggregated with this Plan, then this Section 6.04 shall be applied by determining the Contribution Percentage of employees as if all such plans were a single plan. 6 7 For plan years beginning after December 31, 1989, plans may be aggregated in order to satisfy Section 401(m) of the Code only if they have the same Plan Year. (d) For purposes of determining the Contribution Percentage of a Member who is a five-percent owner or one of the ten most highly-paid Highly Compensated Employees, the matching contributions and employee contributions and 415 Compensation of such Member shall include the matching contributions and employee contributions and 415 Compensation for the Plan Year of Family Members (as defined in Section 414(g)(6) of the Code). Family Members, with respect to Highly Compensated Employees, shall be disregarded as separate employees in determining the Contribution Percentage both for Members who are Non-highly Compensated Employees and for Members who are Highly Compensated Employees. (e) Definitions. The following definitions shall apply for purposes of this Section 6.04: (i) "Actual Contribution Percentage" means the average of the Contribution Percentages of the Eligible Members in a group. (ii) "Contribution Percentage" means the ration (expressed as a percentage) of the sum of the Member's matching contributions and employee contributions to the Member's 415 Compensation for the Plan Year (whether or not the employee was a Member for the entire Plan Year). 6. SECTION 6.06 IS AMENDED TO READ AS FOLLOWS: 6.06 Correction of Excess Basic Contributions and Excess Matching Contributions. In the event that any of the limitations set forth in Section 6.03, 6.04, and 6.05 are exceeded for any Plan Year, the Plan Administrator shall take one or more (either alone or in combination) of the following corrective actions no later than the last day of the following Plan Year: (a) Distribution of Excess Basic Contributions. Notwithstanding any other provision of this Plan, excess Basic Contributions with respect to a Plan Year, plus any income or minus any loss allocable thereto, shall be distributed no later than the last day of each Plan Year to Members to whose accounts such excess Basic Contributions were allocated for the preceding Plan Year. (i) The amount of excess Basic Contributions shall be determined first by reducing the amount of Basic Contributions of the Highly Compensated Employee having the highest Actual Deferral Percentage until the test set forth in Section 6.03 is satisfied, or until his Actual Deferral Percentage equals the Actual Deferral Percentage of the Highly Compensated 7 8 Employee having the second highest Actual Deferral Percentage. This process shall continue until the test set forth in Section 6.03 is satisfied. (ii) Such distributions shall be made to Highly Compensated Employees on the basis of the respective portions of the excess Basic Contributions attributable to each of such employees. Excess Basic Contributions of Members who are subject to the family member aggregation rules shall be allocated among the family members in proportion to the Basic Contributions of each family member that is combined to determine the combined Actual Deferral Percentage. (iii) If such excess amounts are distributed more than 2-1/2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Company with respect to such amounts. (b) Forfeiture or Distribution of Excess Matching Contributions. Notwithstanding any other provision of this Plan, excess Matching Contributions with respect to a Plan Year, plus any income or minus any loss allocable thereto, shall be forfeited, if forfeitable, or if not forfeitable, distributed no later than the last day of each Plan Year to Members to whose accounts such excess Matching Contributions were allocated for the preceding Plan Year. (i) The amount of excess Matching Contributions shall be determined first by reducing the amount of Matching Contributions of the Highly Compensated Employee having the highest Actual Contribution Percentage until the test set forth in Section 6.04 is satisfied, or until his Actual Contribution Percentage equals the Actual Contribution Percentage of the Highly Compensated Employee having the second highest Actual Contribution Percentage. This process shall continue until the test set forth in Section 6.04 is satisfied. (ii) Excess Matching Contributions of Members who are subject to the family member aggregation rules shall be allocated among the family members in proportion to the Matching Contributions of each family member that is combined to determine the combined Actual Contribution Percentage. (iii) Amounts forfeited pursuant to this Section 6.06(b) shall be applied to reduce employer contributions in accordance with Section 9.05. (iv) If such excess Matching Contributions are distributed more than 2-1/2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Company with respect to those amounts. 8 9 (c) Qualified Non-elective Contributions. The Company may make "Qualified Non-elective Contributions" in an amount sufficient to satisfy the Actual Deferral Percentage test or Actual Contribution Percentage test, or both, pursuant to regulations under the Code in accordance with the following requirements: (i) Qualified Non-elective Contributions shall made on behalf of Members who are Non-highly Compensated Employees for such Plan Year and shall be allocated to each such Member's Account shall be equal to the ratio that such Member's 415 Compensation for the Plan Year bears to the 415 Compensation for all such Members who are Non-highly Compensated Employees. (ii) "Qualified Non-elective Contributions" means contributions (other than Matching Contributions) made by Participating Employers and allocated to Member's Accounts that meet the following requirements: (A) the Members may not elect to receive the contributions in cash until distributed from the Plan; (B) the contributions are nonforfeitable when made; and (C) the contributions are distributable only in accordance with the distribution provisions that are applicable to Basic Contributions. 7. SECTION 11.03(d) IS AMENDED TO READ AS FOLLOWS: (d) Effective for withdrawals made after December 31, 1992, a Member or a designated Beneficiary who is the Member's spouse may elect, at the time and in the manner prescribed by the Plan Administrator, to have all or any portion of the amount withdrawn pursuant to this Article 11 (but in no event less than $500 unless the Plan Administrator provides otherwise) which is eligible for rollover distribution under Section 402(c) of the Code transferred as a direct rollover to an eligible retirement plan (as defined in Section 401(a)(31) of the Code) specified by such Member or Beneficiary. 8. SECTION 12.06 IS AMENDED TO READ AS FOLLOWS: 12.06 Direct Transfer of Eligible Rollover Distribution. Effective for distributions made after December 31, 1992, a Member or a designated Beneficiary who is the Member's spouse may elect, at the time and in the manner prescribed by the Plan Administrator, to have all or any portion of his Account (but in no event less than $500 unless the Plan Administrator provides otherwise) which is eligible for rollover distribution under Section 9 10 402(c) of the Code transferred in a direct rollover to an eligible retirement plan (as defined in Section 401(a)(31) of the Code) specified by such Member or Beneficiary. BENEFITS COMMITTEE OF DATASCOPE CORP. /s/Murray Pitkowsky /s/Eric Nietsch - ---------------------- ---------------------- Murray Pitkowsky Eric Nietsch /s/Richard Monastersky /s/Phyllis Payne - ---------------------- ---------------------- Richard Monastersky Phyllis Payne APPROVED BY: /s/ Lawrence Saper - ---------------------- Lawrence Saper Chief Executive Officer of Datascope Corp. 10 EX-4.2 3 AMENDMENT TO 401(K) PLAN 1 EXHIBIT 4.2 AMENDMENT TO THE DATASCOPE CORP. 401(K) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN WHEREAS, Datascope Corp. (the "Employer") heretofore adopted the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan (the "Plan"); and WHEREAS, the Employer reserved the right to amend the Plan; and WHEREAS, the Employer desires to amend the Plan; NOW, THEREFORE, the Plan is hereby amended, effective as of July 1, 1996, as follows: 1. Subsections (b) and (c) of Section 4.1 shall be amended to read in their entirety as follows: (b) A Member may change his election with respect to Basic Contributions by filing a written election with the Plan Administrator, or via telephone "voice response" system designated by the Plan Administrator, provided that a written confirmation is received in response to an oral request. (c) All elections made under this Section 4.1, including the amount of Basic Contributions, shall be subject to rules of the Plan Administrator which shall be consistently applied and which may be changed from time to time. 2. Section 5.01 of the Plan shall be amended by adding the following subsection (d) to the conclusion of such Section: (d) Notwithstanding the foregoing provisions of this Section 5.01, if a Member's Basic Contributions for a Plan Year reach the maximum amount set out under Section 402(g) of the Code and, as a result, the Member is not eligible to make Basic Contributions to the Plan for the balance of such Plan Year, if such Member is employed by a Participating Employer on the last day of such Plan Year, such Member shall receive a supplemental Matching Contribution following the close of such Plan Year in the amount equal to: (i) The amount equal to the percentage (as determined by the Participating Employer's Board of Directors for such Plan Year) of the Member's Compensation contributed to the Plan as Basic Contribution for such Plan year, minus (ii) The amount of Matching Contributions previously made on behalf of such Member for such Plan Year. 2 3. Section 6.03 (f) of the Plan shall be amended to read in it entirety as follows: (f) "Actual Deferral Percentage" means, for a specified group of Members for a Plan Year, the average of the ratios (calculated separately for each Member in such group) of (i) the amount of Basic Contributions actually paid over to the trust on behalf of such member for the Plan Year to (ii) the Member's "compensation" (as defined in Section 414(s) of the Code and the regulations promulgated thereunder) for such Plan Year. 4. Subsection (c)(ii) of Section 6.04 shall be amended to read in it entirety as follows: (ii) "Contribution Percentage" means the ratio (expressed as a percentage) of the sum of the Member's matching contributions, and employee contributions to the Member's "compensation" (as defined in Section 414(s) of the Code and the regulations promulgated thereunder) for the Plan Year. 5. Section 6.09 of the Plan shall be amended to read in its entirety as follows: In the event that the Annual Addition credited to a Member's Account exceeds the limitations contained in Section 6.08 of the Plan in any Limitation Year, then such excess Annual Addition shall be reduced as follows: (a) First, the amount of his Basic Contributions shall be reduced. Any reduction of Basic Contributions shall be paid to the Member as soon as administratively feasible. (b) Second, the amount of his Matching Contributions shall be reduced to the extent that such reduction results in a reduction of the amount by which a Member's Annual Addition exceeds such limitations. Any reduction of Matching Contributions shall be held unallocated in a suspense account and applied to reduce employer contributions in succeeding Plan Years in accordance with Section 9.05. Notwithstanding anything contained herein or in the Trust Agreement to the contrary, if the Plan is terminated while there remains a balance in any suspense account, such amounts shall be paid to the Participating Employer which contributed said amounts. 6. Subsections (c), (d) and (e) of Section 8.03 of the Plan shall be deleted and the following substituted in lieu thereof: (c) In the event a Member failed to make an investment election, with respect to all or any portion of his Account, the Trustee shall invest all or such portion of his Account in the investment fund to be designated by the Plan Administrator. A Member may change his investment election, with respect to future contributions and, if applicable, forfeitures, and/or amounts previously accumulated in the 2 3 Member's Account, in writing, on such form as the plan Administrator shall specify, or via a telephone "voice response" system designated by the Plan Administrator, provided that a written confirmation is received in response to such oral request. Any such change in a Member's investment election shall be effective at such time as may be prescribed by the Plan Administrator. If the Plan's recordkeeper or investment manager is changed, the Plan Administrator may suspend the Member's investment direction of their Accounts. 7. Section 11.01 of the Plan shall be amended by adding the following language "and Rollover Contribution Account (including any income attributable to such Rollover Contributions)" after the parenthetical in the third line of the first paragraph. Section 11.01 shall be further amended by deleting subsections (b), (iii) and (iv). 8. Subsection (a) of Section 11.03 of the Plan shall be deleted. 9. Section 12.01 of the Plan shall be amended to read in its entirety as follows: 12.01 Separation from Service Prior to Age 65 In the event a Member terminates employment with the Company or an Affiliated Company prior to attaining age 65 for any reason other than death, distribution of his vested Account shall normally be made as soon as administratively possible following his termination of employment; provided, however, that if the Member's vested Account exceeds $3,500, distribution of his vested Account shall not be made prior to the Member's attaining age 65 unless the Member otherwise elects in writing. 10. Section 12.02 of the Plan shall be amended to read in the entirety as follows: 12.02 Separation from Service At or After Age 65 In the event a Member terminates employment with the Company or an Affiliated Company at or after attaining age 65, distribution of his vested Account shall be made as soon as administratively possible following his termination of employment. 11. Subsection (a) of Section 12.03 shall be amended to read in its entirety as follows: (a) In the event a Member dies before payment of his Account begins, his designated Beneficiary or his estate shall be entitled to receive distribution of his vested Account as soon as administratively possible following the Member's death. 12. Except as hereinabove amended, the provisions of the Plan shall continue in full force and effect. 3 4 IN WITNESS WHEREOF, the Employer, by its duly authorized Benefits Committee, has caused this Amendment to be executed on the 28th day of August, 1996. BENEFITS COMMITTEE OF DATASCOPE CORP. /s/Murray Pitkowsky /s/Richard Monastersky - ------------------- ---------------------- Murray Pitkowsky Richard Monastersky /s/Steve Wasserman /s/Eric Nietsch - ------------------- ---------------------- Steve Wasserman Eric Nietsch /s/Phyllis Payne - ------------------- Phyllis Payne APPROVED BY: /s/Lawrence Saper - ------------------- Lawrence Saper Chief Executive Officer of Datascope Corp. 4 EX-4.3 4 AMENDMENT TO 401(K) PLAN 1 EXHIBIT 4.3 AMENDMENT TO THE DATASCOPE CORP. 401(k) SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN WHEREAS, Datascope Corp. (the "Employer") heretofore adopted The Datascope Corp. 401(k) Savings and Supplemental Retirement Plan (the "Plan"); and WHEREAS, the Employer reserved the right to amend the Plan; and WHEREAS, the Employer desires to amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 1.25 of the Plan shall be amended by adding the following paragraph to the conclusion of said Section Notwithstanding the foregoing, effective as of January 1, 1997, the Plan Year shall coincide with the calendar year, with the period beginning July 1, 1996 and ending December 31, 1996 being a short Plan Year. 2. Section 12.07 of the Plan shall be amended, effective as of January 1, 1997, to read in its entirety as follows: 12.07 Mandatory Distribution Notwithstanding any other Plan provision, benefit payments to a Member shall commence no later than April 1 of the calendar year following the calendar year in which the Member attains age 70 1/2 or, except for a Member who is a five percent (5%) owner of the Company (within the meaning of Section 401(a)(9) of the Code), if later, the April 1 of the calendar year following the calendar year in which the Member retires or otherwise terminates employment with the Company. In the event distribution is required to be made while the Member is employed by the Company, the Member may elect to receive the minimum amount so required to be distributed, or any additional amount, including his entire Account. 3. Except as hereinabove amended, the provisions of the Plan shall continue in full force and effect. 2 IN WITNESS WHEREOF, the Employer, by its duly authorized Benefits Committee, has caused this Amendment to be executed on the 15 day of January, 1997. BENEFITS COMMITTEE OF DATASCOPE CORP. /s/ Murray Pitkowsky /s/ Phyllis Payne - ----------------------- --------------------- Murray Pitkowsky Phyllis Payne /s/ Richard Monastersky /s/ Stephen Wasserman ----------------------- --------------------- Richard Monastersky Stephen Wasserman /s/ Eric Nietsch - ----------------------- Eric Nietsch APPROVED BY: /s/ Lawrence Saper - ----------------------- Lawrence Saper Chief Executive Officer, Datascope Corp. 2 -----END PRIVACY-ENHANCED MESSAGE-----