-----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, WcU0tC79wjOZx4N8qGukvipqdR+NT50wpIOSXmJEWI0MrRLLiPLyRZPmujqgElRy cibLge4jFxh17YXZFKasRg== 0000950117-97-002058.txt : 19971209 0000950117-97-002058.hdr.sgml : 19971209 ACCESSION NUMBER: 0000950117-97-002058 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971208 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER COMPANIES INC CENTRAL INDEX KEY: 0000711404 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 942657368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-27639 FILM NUMBER: 97734106 BUSINESS ADDRESS: STREET 1: 6140 STONERIDGE MALL RD STREET 2: STE 590 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104603600 FORMER COMPANY: FORMER CONFORMED NAME: COOPERVISION INC DATE OF NAME CHANGE: 19870701 424B3 1 COOPER COMPANIES 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-27639 PROSPECTUS SUPPLEMENT (To Prospectus dated July 18, 1997) 144,800 SHARES THE COOPER COMPANIES, INC. COMMON STOCK This prospectus replaces a previously distributed prospectus dated July 18, 1997 and updates the prospectus to reflect the adoption on October 29, 1997 by The Cooper Companies, Inc. (the "Company") of a Rights Agreement with American Transfer & Trust Company, as Rights Agent (the "Rights Agreement"). In connection with the Rights Agreement, the Board of Directors of the Company declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.10 per share, of the Company outstanding at the close of business on November 17, 1997. Each Right entitles the registered holder thereof, after the Rights become exercisable and until the close of business on October 29, 2007 (or the earlier redemption, exchange or termination of the Rights), to purchase from the Company one one-hundredth (1/100th) of a share of Series A Junior Participating Preferred Stock, par value $.10 per share, at a price of $145.00 per one one-hundredth (1/100th) of a Preferred Share, subject to certain anti-dilution adjustments. The Rights will be exercisable only if a person or group acquires 20% or more of the Company's common stock or announces a tender offer for 20% or more of the common stock, subject to limited exceptions. The Rights Agreement replaces the Rights Agreement between the Company and the First National Bank of Boston, as Rights Agent, dated as of October 29, 1987, which expired on October 29, 1997. The reference to the Company's Registration Statement on Form 8-A, filed on November 12, 1987, on page 3 of the "Incorporation of Certain Information By Reference" section of the prospectus shall be replaced with the reference to the Company's Registration Statement on Form 8-A filed on November 3, 1997. The date of this Prospectus Supplement is December 8, 1997. -----END PRIVACY-ENHANCED MESSAGE-----