##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from     to
 Commission File Number 000-06516
 
 DATASCOPE CORP.
  Delaware
    
    13-2529596(State of other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)14 Philips Parkway, Montvale, New Jersey
    
    07645-9998(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets (Unaudited) at September 30, 2008 and June 30, 2008
    
    
    1Condensed Consolidated Statements of Earnings (Unaudited) Three Months Ended September 30, 2008 and 2007
    
    
    2Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended September 30, 2008 and 2007
    
    
    3Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    4-19Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20-27Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 6. Exhibits
    
    
    31SignaturesExhibit 31.1. Certification of Principal Executive Officer Regarding Facts
and Circumstances Relating to Quarterly ReportsExhibit 31.2. Certification of Principal Financial Officer Regarding Facts
and Circumstances Relating to Quarterly ReportsExhibit 32.1. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Datascope Corp. and Subsidiaries
 
 Condensed Consolidated Balance Sheets
  September 30,
    
    
    June 30,2008
    
    
    2008(Unaudited)
    
    
    (a)AssetsCurrent assets:Cash and cash equivalents
    
    $
    190,296
    
    
    $
    22,106Short-term investments
    
    
    52,977
    
    
    
    228,106Accounts receivable less allowance for
doubtful accounts of $3,011 and $2,777
    
    
    49,220
    
    
    
    65,178Inventories
    
    
    34,565
    
    
    
    31,030Prepaid expenses and other current assets
    
    
    15,503
    
    
    
    16,425Current deferred taxes
    
    
    2,302
    
    
    
    2,476Current assets of discontinued operations
    
    
    
    
    
    
    5,773Total current assets
    
    
    344,863
    
    
    
    371,094Property, plant and equipment, net of accumulated
depreciation of $73,178 and $73,563
    
    
    49,253
    
    
    
    49,710Long-term investments
    
    
    23,032
    
    
    
    22,846Intangible assets, net
    
    
    15,199
    
    
    
    15,873Goodwill
    
    
    4,360
    
    
    
    4,575Other assets
    
    
    44,194
    
    
    
    43,974Noncurrent assets of discontinued operations
    
    
    
    
    
    
    15,666$
    480,901
    
    
    $
    523,738Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    15,566
    
    
    $
    16,951Dividends payable
    
    
    1,590
    
    
    
    Accrued expenses
    
    
    13,098
    
    
    
    13,833Accrued compensation
    
    
    10,497
    
    
    
    14,377Deferred revenue
    
    
    2,498
    
    
    
    2,728Income taxes payable
    
    
    10,137
    
    
    
    43,504Current liabilities of discontinued operations
    
    
    
    
    
    
    500Total current liabilities
    
    
    53,386
    
    
    
    91,893Other liabilities
    
    
    29,631
    
    
    
    25,836Other liabilities of discontinued operations
    
    
    
    
    
    
    459Commitments and contingencies (Note 13)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
    
    
    
    194Additional paid-in capital
    
    
    129,843
    
    
    
    126,805Treasury stock at cost, 3,570 and 3,567 shares
    
    
    (109,017
    )
    
    
    (108,897
    )Retained earnings
    
    
    375,018
    
    
    
    377,194Accumulated other comprehensive income:Cumulative translation adjustments
    
    
    1,828
    
    
    
    10,043Benefit plan adjustments
    
    
    (77
    )
    
    
    (55
    )Unrealized gain on available-for-sale securities
    
    
    94
    
    
    
    266Total stockholders equity
    
    
    397,884
    
    
    
    405,550$
    480,901
    
    
    $
    523,738
 
 (a)
    
    Derived from audited consolidated financial statements.
See notes to unaudited condensed consolidated financial statements. 1




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Datascope Corp. and Subsidiaries
 
 Consolidated Statements of Earnings
   Three Months EndedSeptember 30,2008
    
    
    2007Net sales
    
    $
    56,207
    
    
    $
    48,015Cost of sales
    
    
    19,802
    
    
    
    16,717Gross profit
    
    
    36,405
    
    
    
    31,298Operating expenses:Research and development expenses
    
    
    5,041
    
    
    
    4,964Selling, general and administrative expenses
    
    
    24,608
    
    
    
    20,480Special charges
    
    
    1,533
    
    
    
    31,182
    
    
    
    25,444Operating earnings
    
    
    5,223
    
    
    
    5,854Other (income) expense:Interest income
    
    
    (1,608
    )
    
    
    (608
    )Interest expense
    
    
    3
    
    
    
    50Gain on sale of investments
    
    
    
    
    
    
    (13,173
    )Other, net
    
    
    249
    
    
    
    138(1,356
    )
    
    
    (13,593
    )Earnings from continuing operations before income taxes
    
    
    6,579
    
    
    
    19,447Income taxes
    
    
    2,540
    
    
    
    7,578Net earnings from continuing operations
    
    
    4,039
    
    
    
    11,869Net loss from discontinued operations
    
    
    (1,660
    )
    
    
    (77
    )Net gain on sale of discontinued operations
    
    
    550
    
    
    
    Net earnings
    
    $
    2,929
    
    
    $
    11,792Net earnings (loss) per share, basic:Continuing operations
    
    $
    0.26
    
    
    $
    0.77Discontinued operations
    
    
    (0.10
    )
    
    
    Net gain on sale of discontinued operations
    
    
    0.03
    
    
    
    Net earnings
    
    $
    0.19
    
    
    $
    0.77Weighted average number of
common shares outstanding, basic
    
    
    15,793
    
    
    
    15,347Net earnings (loss) per share, diluted:Continuing operations
    
    $
    0.25
    
    
    $
    0.76Discontinued operations
    
    
    (0.10
    )
    
    
    Net gain on sale of discontinued operations
    
    
    0.03
    
    
    
    Net earnings
    
    $
    0.18
    
    
    $
    0.76Weighted average number of
common shares outstanding, diluted
    
    
    16,066
    
    
    
    15,483Cash dividends declared per common share
    
    $
    0.10
    
    
    $
    1.10
  2




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Datascope corp. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows
   Three Months EndedSeptember 30,2008
    
    
    2007Operating Activities:Net earnings
    
    $
    2,929
    
    
    $
    11,792Adjustments to reconcile net earnings to net
cash provided by operating activities:Depreciation
    
    
    2,612
    
    
    
    3,599Amortization
    
    
    531
    
    
    
    1,575Provision for supplemental pension and post-retirement medical
    
    
    379
    
    
    
    343Provision for losses (gains) on accounts receivable
    
    
    424
    
    
    
    (87
    )Cash surrender value of officers life insurance
    
    
    (78
    )
    
    
    (64
    )Net gain on sale of discontinued operations
    
    
    (550
    )
    
    
    Realized gain on sale of investment
    
    
    
    
    
    
    (13,173
    )Stock-based compensation expense
    
    
    245
    
    
    
    310Excess tax benefits on stock-based compensation
    
    
    (316
    )
    
    
    (4
    )Deferred income tax expense (benefit)
    
    
    578
    
    
    
    (26
    )Changes in assets and liabilities:Accounts receivable
    
    
    13,239
    
    
    
    7,698Inventories
    
    
    (5,462
    )
    
    
    (5,382
    )Prepaid expenses and other assets
    
    
    1,782
    
    
    
    1,686Accounts payable
    
    
    (394
    )
    
    
    2,404Income taxes payable
    
    
    (33,335
    )
    
    
    8,914Accrued and other liabilities
    
    
    (6,910
    )
    
    
    (10,352
    )Net cash (used in) provided by operating activities
    
    
    (24,326
    )
    
    
    9,233Investing Activities:Capital expenditures
    
    
    (3,022
    )
    
    
    (2,298
    )Proceeds from sale of discontinued operations
    
    
    21,000
    
    
    
    Purchases of investments
    
    
    (3,540
    )
    
    
    (31,787
    )Proceeds from investment maturities
    
    
    178,207
    
    
    
    10,919Proceeds from investment sales
    
    
    54
    
    
    
    18,201Capitalized software
    
    
    (608
    )
    
    
    (1,842
    )Purchased technology and licenses
    
    
    (693
    )
    
    
    (13
    )Net cash provided by (used in) investing activities
    
    
    191,398
    
    
    
    (6,820
    )Financing Activities:Exercise of stock options
    
    
    2,916
    
    
    
    30Treasury shares acquired under repurchase programs
    
    
    (120
    )
    
    
    Excess tax benefits on stock-based compensation
    
    
    316
    
    
    
    4Cash dividends paid
    
    
    
    
    
    
    (1,532
    )Net cash provided by (used in) financing activities
    
    
    3,112
    
    
    
    (1,498
    )Effect of exchange rates on cash
    
    
    (1,994
    )
    
    
    (635
    )Increase in cash and cash equivalents
    
    
    168,190
    
    
    
    280Cash and cash equivalents, beginning of period
    
    
    22,106
    
    
    
    15,780Cash and cash equivalents, end of period
    
    $
    190,296
    
    
    $
    16,060Supplemental Cash Flow InformationCash paid during the period for:Income taxes paid
    
    $
    35,932
    
    
    $
    85Income taxes refunded
    
    $
    19
    
    
    $
    3,724Non-cash investing and financing activities:Sale of discontinued operations/indemnification receivable
    
    $
    3,000
    
    
    $
    Net transfers of inventory to fixed assets for use as
demonstration equipment
    
    $
    438
    
    
    $
    2,148Capitalized software and property, plant & equipment
acquired, not paid
    
    $
    119
    
    
    $
    336Proceeds due from broker  common stock transactions
    
    $
    183
    
    
    $
    Dividends declared, not paid
    
    $
    1,593
    
    
    $
    16,988
  3




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Datascope Corp. and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements
  1. Summary of Significant Accounting Policies
   Recently Adopted Accounting Pronouncements
 Accounting for Deferred Compensation and Postretirement
Benefits Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements Employers Accounting for Postretirement Benefits Other Than Pensions Omnibus Opinion
 4




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 1. Summary of Significant Accounting Policies (Continued)
 Recently Adopted Accounting Pronouncements (Continued)
 Fair Value Measurements Effective Date of FASB Statement No. 157
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Recent Accounting Pronouncements, Not Required to be Adopted as of September 30, 2008
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Business Combinations
 5




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 1. Summary of Significant Accounting Policies (Continued)
 Recent Accounting Pronouncements, Not Required to be Adopted as of September 30, 2008 (Continued)
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133
 2. Pending Merger
    3. Discontinued Operations
 ® ® ®
  6




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 3. Discontinued Operations (Continued)
  Three Months Ended9/30/2008
    
    
    9/30/2007Net sales:Patient Monitoring business
    
    $
    (543
    )
    
    $
    38,140Interventional Products business
    
    
    260
    
    
    
    1,145Net sales from discontinued operations
    
    $
    (283
    )
    
    $
    39,285Pretax (loss) earnings:Patient Monitoring business
    
    $
    (1,444
    )
    
    $
    (233
    )Interventional Products business
    
    
    (947
    )
    
    
    114Pretax loss from discontinued operations
    
    $
    (2,391
    )
    
    $
    (119
    )
 4. Inventories
  September 30,
    
    
    June 30,2008
    
    
    2008Materials
    
    $
    11,358
    
    
    $
    9,999Work in process
    
    
    8,105
    
    
    
    8,628Finished goods
    
    
    15,102
    
    
    
    12,403$
    34,565
    
    
    $
    31,030
 5. Stockholders Equity
  Net earnings
    
    $
    2,929Foreign currency translation loss
    
    
    (8,215
    )Common stock and additional paid-in capital effects of
stock option activity
    
    
    3,039Cash dividends declared on common stock
    
    
    (1,593
    )Purchases under stock repurchase plans
    
    
    (120
    )Benefit plan adjustments

    
    
    (22
    )Unrealized loss on available-for-sale securities
    
    
    (172
    )Cumulative effect of EITF 06-10 adoption
    
    
    (3,512
    )Total decrease in stockholders equity
    
    $
    (7,666
    )
 7




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 6. Earnings Per Share
  Three Months Ended9/30/2008
    
    
    9/30/2007Net earnings
    
    $
    2,929
    
    
    $
    11,792Weighted average shares outstanding
for basic earnings per share
    
    
    15,793
    
    
    
    15,347Effect of dilutive employee stock awards
    
    
    273
    
    
    
    136Weighted average shares outstanding
for diluted earnings per share
    
    
    16,066
    
    
    
    15,483Basic earnings per share
    
    $
    0.19
    
    
    $
    0.77Diluted earnings per share
    
    $
    0.18
    
    
    $
    0.76
  7. Comprehensive (Loss) Income
  Three Months Ended9/30/2008
    
    
    9/30/2007Net earnings
    
    $
    2,929
    
    
    $
    11,792Foreign currency translation (loss) gain
    
    
    (8,215
    )
    
    
    2,914Benefit plan adjustments
    
    
    (22
    )
    
    
    101Unrealized (loss) gain on available-for-sale
securities, net of tax
    
    
    (172
    )
    
    
    168Total comprehensive (loss) income
    
    $
    (5,480
    )
    
    $
    14,975
 8




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 8. Segment Information
     Cardiac
    
    
    
    
    
    
    CorporateAssist
    
    
    Vascular
    
    
    and
    
    
    ContinuingProducts
    
    
    Products
    
    
    Other (a)
    
    
    OperationsThree months ended September 30, 2008Net sales to external customers
    
    $
    45,369
    
    
    $
    10,409
    
    
    $
    429
    
    
    $
    56,207Operating earnings (loss)
    
    $
    7,040
    
    
    $
    (274
    )
    
    $
    (1,543
    )
    
    $
    5,223Three months ended September 30, 2007Net sales to external customers
    
    $
    39,642
    
    
    $
    8,060
    
    
    $
    313
    
    
    $
    48,015Operating earnings (loss)
    
    $
    6,173
    
    
    $
    (120
    )
    
    $
    (199
    )
    
    $
    5,854
 Three Months Ended9/30/2008
    
    
    9/30/2007Reconciliation to earnings from
continuing operations before income taxes:Operating earnings from continuing
operations
    
    $
    5,223
    
    
    $
    5,854Interest income, net
    
    
    1,605
    
    
    
    558Gain on sale of investment
    
    
    
    
    
    
    13,173Other, net
    
    
    (249
    )
    
    
    (138
    )Earnings from continuing operations before
income taxes
    
    $
    6,579
    
    
    $
    19,447
 
 (a)
    
    Operating loss for Corporate and Other segment includes special charges of $1.5 million for
merger related expenses. Net sales of life science products by Genisphere are included within
Corporate and Other. Segment SG&A expenses include fixed corporate G&A allocated charges. 9




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 9. Stock-Based Awards
  
    
    The 2005 Equity Incentive Plan (2005 Plan), approved by stockholders in December 2005,
authorized 1,200,000 shares covering several different types of awards, including stock
options, performance shares, performance units, stock appreciation rights, restricted
            shares and deferred shares.
    
    The Amended and Restated 1995 Employee Stock Option Plan covering 4,150,000 shares of
common stock
    
    The Amended and Restated Non-Employee Director Plan covering 150,000 shares of common
stock. Under the provisions of SFAS 123(R), members of the Board of Directors are
considered employees.
   Three Months Ended9/30/2008
    
    
    9/30/2007Continuing operationsCost of sales
    
    $
    
    
    
    $
    2Research and development expenses
    
    
    36
    
    
    
    31Selling, general and administrative expenses
    
    
    209
    
    
    
    199Total stock-based compensation expense
    
    $
    245
    
    
    $
    232Total stock-based compensation expense, net of tax
    
    $
    147
    
    
    $
    138Discontinued operationsNet loss from discontinued operations
    
    $
    
    
    
    $
    46
   10




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 9. Stock-Based Awards (Continued)
 Stock Options
  WeightedWeighted
    
    AverageNumber of
    
    Average
    
    RemainingOptions
    
    Exercise Price
    
    Contractual TermOptions outstanding, beginning of year
    
    
    1,045,500
    
    
    $
    31.87Granted
    
    
    
    
    
    
    Exercised
    
    
    (69,225
    )
    
    
    35.87Forfeited/Expired
    
    
    (3,000
    )
    
    
    37.38Options outstanding, end of period
    
    
    973,275
    
    
    
    31.57
    
    
    4.1 YearsOptions vested and expected to vest,
end of period
    
    
    968,261
    
    
    
    31.55
    
    
    4.1 YearsOptions exercisable, end of period
    
    
    929,588
    
    
    
    31.38
    
    
    3.9 Years
      11




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 9. Stock-Based Awards (Continued)
 Restricted Stock
  WeightedAverageShares
    
    Grant PriceNonvested, beginning of year
    
    
    64,687
    
    
    $
    34.09Awarded
    
    
    
    
    
    
    Vested
    
    
    (12,838
    )
    
    
    32.49Forfeited
    
    
    
    
    
    
    Nonvested, end of period
    
    
    51,849
    
    
    
    34.49
  10. Retirement Benefit Plans
 Defined Benefit Pension Plans  U.S. and International
  Supplemental Executive Retirement Plans (SERP)
  Post-Retirement Medical Benefits Plan
  12




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 10. Retirement Benefit Plans (Continued)
 Net Periodic Benefit Costs
  Three Months Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007U.S. and International
    
    
    SERPService cost
    
    $
    449
    
    
    $
    749
    
    
    $
    93
    
    
    $
    94Interest cost
    
    
    1,231
    
    
    
    1,307
    
    
    
    285
    
    
    
    264Expected return on assets
    
    
    (1,156
    )
    
    
    (1,263
    )
    
    
    
    
    
    
    Amortization of:Net loss
    
    
    
    
    
    
    87
    
    
    
    3
    
    
    
    3Unrecognized prior service (credit) cost
    
    
    (13
    )
    
    
    (9
    )
    
    
    (7
    )
    
    
    (24
    )Net periodic benefit costs
    
    $
    511
    
    
    $
    871
    
    
    $
    374
    
    
    $
    337Employer contributions
    
    $
    
    
    
    $
    2,500
 Three Months EndedSeptember 30,2008
    
    
    2007Post-Retirement MedicalService cost
    
    $
    
    
    
    $
    Interest cost
    
    
    4
    
    
    
    4Expected return on assets
    
    
    
    
    
    
    Amortization of:Net loss
    
    
    
    
    
    
    1Unrecognized prior service cost
    
    
    1
    
    
    
    1Net periodic benefit costs
    
    $
    5
    
    
    $
    6
 13




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 11. Intangible Assets and Goodwill
 Intangible Assets
  September 30,
    
    
    June 30,2008
    
    
    2008Amortized intangible assets:Purchased technology
    
    $
    14,355
    
    
    $
    14,612Customer relationships and other
    
    
    2,410
    
    
    
    2,685Licenses
    
    
    390
    
    
    
    390Subtotal
    
    
    17,155
    
    
    
    17,687Accumulated amortization:Purchased technology
    
    
    (1,577
    )
    
    
    (1,540
    )Customer relationships and other
    
    
    (109
    )
    
    
    (9
    )Licenses
    
    
    (270
    )
    
    
    (265
    )Subtotal
    
    
    (1,956
    )
    
    
    (1,814
    )Amortized intangible assets, net
    
    $
    15,199
    
    
    $
    15,873
 ® ®
   Year Ending June 30,2009
    
    2010
    
    2011
    
    2012
    
    2013Amortization expense
    
    $
    578
    
    
    $
    1,256
    
    
    $
    1,695
    
    
    $
    1,695
    
    
    $
    1,682
  14




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##### Table of Contents



Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 11. Intangible Assets and Goodwill (Continued)
 Goodwill
  VascularProductsGoodwill, beginning of year
    
    $
    4,575Adjustment to acquisition purchase price
    
    
    119Currency adjustment
    
    
    ( 334
    )Goodwill, end of period
    
    $
    4,360
 12. Fair Value Measurements
  
    
    U.S. treasury securities
    
    U.S. government agency securities
    
    Foreign government treasury securities
    
    Guaranteed foreign currency deposits
    
    AAA-rated corporate note
    
    Publicly-traded equity security
   15




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##### Table of Contents



Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 12. Fair Value Measurements (Continued)
  
    
    Level 1  inputs are based upon unadjusted quoted prices for identical instruments
traded in active markets.
    
    Level 2  inputs are based upon quoted market prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets that are not active,
and model-based valuation techniques for which all significant assumptions are observable
in the market or can be corroborated by observable market data for substantially the full
term of the assets or liabilities.
    
    Level 3  inputs are generally unobservable and typically reflect managements estimates
of assumptions that market participants would use in pricing the asset or liability. The
fair values are therefore determined using model-based techniques that include option
pricing models, discounted cash flow models, and similar techniques.
  Fair Value HierarchyTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Financial assetsAvailable-for-sale debt securities
    
    $
    75,786
    
    
    $
    51,437
    
    
    $
    24,349
    
    
    $
    Available-for-sale equity securities
    
    
    223
    
    
    
    223
    
    
    
    
    
    
    
    Foreign exchange forward contracts
    
    
    465
    
    
    
    
    
    
    
    465
    
    
    
    Total assets measured at fair value
    
    $
    76,474
    
    
    $
    51,660
    
    
    $
    24,814
    
    
    $
    
  13. Commitments and Contingencies
 Legal Proceedings
  16




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Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 13. Commitments and Contingencies (Continued)
 Legal Proceedings (Continued)
     17




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##### Table of Contents



Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 13. Commitments and Contingencies (Continued)
 Legal Proceedings (Continued)
  Credit Arrangements
  14. Dividends and Stock Repurchase Program
 Dividends
  Per ShareDeclaration Date
    
    Dividend
    
    Type
    
    Record Date
    
    Payment DateFiscal 2009September 17, 2008
    
    $
    0.10
    
    
    Regular
    
    October 1, 2008
    
    October 15, 2008Fiscal 2008September 21, 2007
    
    $
    1.00
    
    
    Special
    
    October 1, 2007
    
    October 15, 2007$
    0.10
    
    
    Regular
 Stock Repurchases
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##### Table of Contents



Datascope Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements  Continued
 15. Income Taxes
  16. Special Items
 Special Charges  Fiscal 2009
  Gain on Sale of Investment  Fiscal 2008
  17. Subsequent Event
  19




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##### Table of Contents



Datascope Corp. and Subsidiaries
 
 Managements Discussion and Analysis of Financial Condition and
Results of Operations
 Business Overview
         20




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Results of Operations
 Net Sales (Sales)
   21




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##### Table of Contents



Cardiac Assist
    Vascular Products
   Gross Profit (Net Sales Less Cost of Sales)
  Research and Development Expense (R&D)
   22




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##### Table of Contents



Selling, General & Administrative Expense (SG&A)
      Special Charges
  Interest Income
  Gain on Sale of Investment
  23




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##### Table of Contents



Income Taxes
   Net Earnings from Continuing Operations
  Net Loss from Discontinued Operations
  Gain on sale of Discontinued Operations
  Liquidity and Capital Resources
    24




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25




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##### Table of Contents



Subsequent Event
  Information Concerning Forward Looking Statements
  Critical Accounting Policies
  Recent Accounting Pronouncements
 Accounting for Deferred Compensation and Postretirement
Benefits Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements Employers Accounting for Postretirement Benefits Other Than Pensions Omnibus Opinion
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Fair Value Measurements Effective Date of FASB Statement No. 157
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Noncontrolling Interests in
Consolidated Financial Statements  an amendment of ARB No. 51
 Business Combinations
 Disclosures about Derivative
Instruments and Hedging Activities  an amendment of FASB Statement No. 133
 27




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Quantitative and Qualitative Disclosures about Market Risk
    
 Controls and Procedures
    28




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Legal Proceedings
 .
     29




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Unregistered Sales of Equity Securities and Use of Proceeds
  Total Value of SharesTotal
    
    
    
    
    
    
    Total Number of Shares
    
    
    that May Yet BeNumber of
    
    
    Average
    
    
    Purchased as a Part of
    
    
    Purchased Under theShares
    
    
    Price
    
    
    Publicly Announced
    
    
    ProgramsFiscal Period
    
    Purchased
    
    
    Per Share
    
    
    Programs
    
    
    ($ 000s)07/01/08  07/31/08
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    41,10308/01/08  08/31/08
    
    
    2,459
    
    
    $
    48.92
    
    
    
    2,459
    
    
    $
    40,98309/01/08  09/30/08
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    40,983Total
    
    
    2,459
    
    
    $
    48.92
    
    
    
    2,459
    
    
    $
    40,983
  30




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Exhibits
 31.1
    
    Certification of Principal Executive Officer Regarding Facts and Circumstances Relating
to Quarterly Reports31.2
    
    Certification of Principal Financial Officer Regarding Facts and Circumstances Relating
to Quarterly Reports32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 31




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DATASCOPE CORP.
RegistrantBy:
    /s/ Lawrence SaperLawrence SaperChairman of the Board and
Chief Executive OfficerBy:
    /s/ Hank ScaramelliHank ScaramelliVice President, Finance and Administration,
and Chief Financial Officer