##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment
No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from      to
 Commission file number 000-06516
 Datascope Corp.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    13-2529596(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)14 Philips Parkway
    
    07645Montvale, New Jersey
    
    (Zip Code)(Address of principal executive offices)
 (201) 391-8100  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to section 12(g) of the Act:
 Title of Each Class
 o þ
 o þ
 þ o
 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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##### 



Explanatory Note
 Company Datascope Form 10-K/A SEC Original Form 10-K
   DATASCOPE CORP.
 FORM 10-K/A (Amendment No. 1)
  
 TABLE OF CONTENTS
 Form 10-KItem No.
    
    Name of Item
    
    PagePART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    2Item 11.
    
    Executive Compensation
    
    
    5Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    23Item 13.
    
    Certain Relationships and Related Transactions
    
    
    26Item 14.
    
    Principal Accountant Fees and Services
    
    
    28PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    29EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
 DIRECTORS OF THE COMPANY
  Name
    
    Age
    
    Principal Occupation or EmploymentAlan B. Abramson (1)
    
    
    62
    
    
    Attorney and President of Abramson Brothers, Inc.David Altschiller (2)
    
    
    67
    
    
    Chief Executive Officer of Altschiller Assoc., LLC.David R. Dantzker, M.D. (3)
    
    
    65
    
    
    Partner of Wheatley Partners, L.P.Robert E. Klatell (4)
    
    
    62
    
    
    DirectorJames. J. Loughlin (5)
    
    
    65
    
    
    DirectorLawrence Saper
    
    
    80
    
    
    Chairman of the Board and CEO of Datascope Corp.William W. Wyman (6)
    
    
    70
    
    
    Independent Management Consultant
 
 (1)
    
    Mr. Abramson has served as President of Abramson Brothers, Inc. since 1972.(2)
    
    Mr. Altschiller has served as a consultant to the Company since 1998. Mr. Altschiller ran
various advertising agencies as Chief Creative Officer, Chairman and CEO, including Altschiller,
Reitzfeld, Inc., Altschiller & Co, and Hill Holliday/Altschiller. Since January 2001,
Mr. Altschiller has been the Chief Executive Officer of Altschiller Assoc., LLC.(3)
    
    Dr. Dantzker has served as a partner at Wheatley Partners, L.P., a New York-based venture
capital firm, since January 2001. Prior to serving with Wheatley, Dr. Dantzker served as Chief
Executive Officer of Redox Pharmaceuticals Corporation from November 2000 until October 2001. Dr.
Dantzker served as President of Long Island Jewish Medical Center from July 1993 to October 1997
and President of North ShoreLIJ Health System from October 1997 until May 2000. Dr. Dantzker was
chairman of the board of directors of Versamed, Inc., a private medical supply company and is
presently chairman of Oligomerix, a private biopharmaceutical company. He is also a director of
Visionsense, Ltd., a private medical technology company, Advanced Biohealing Inc., a private
specialty biotechnology company, NoraRay Inc., a private medical technology company, Neuro-Hitech,
Inc. (NASD: NHPI), an early stage pharmaceutical company and Comprehensive Neurosciences, a
psychiatric care and drug testing company.(4)
    
    Mr. Klatell served as Chief Executive Officer of DICOM Group plc from December 2005 until his
retirement in December 2007. Mr. Klatell served as Executive Vice President of Arrow Electronics,
Inc. from July 1995 until December 2003 and served on the Board of Directors of Arrow Electronics,
Inc. from May 1989 to December 2003. Mr. Klatell is also Chairman of the Board of Directors and
Chairman of the Nominating and Corporate Governance Committee of TTM Technologies, Inc.(5)
    
    Mr. Loughlin served nearly 40 years with KPMG LLP until his retirement in 2003. From 1995 to
2003, Mr. Loughlin served as a Global Lead Partner in KPMGs Healthcare Practice. Mr. Loughlin also
served as a member of the Board of Directors of KPMG and as chairman of the Pension and Investment
Committee of the KPMG Board from 1995 to 2000. He served as a non-Board member of the Pension and
Investment Committee thereafter until 2003. Mr. Loughlin is also a member of the Board of Directors
of Celgene Corporation and Alfacell Corporation.(6)
    
    Mr. Wyman has served as an independent management consultant since 1995. Mr. Wyman was a
founding partner in the consulting firm, Oliver, Wyman & Company, where he served from 1984 to
1995. Previously, he served as President of the Management Consulting Group at Booz, Allen &
Hamilton in a career that began there in 1965. He has served as a director of 13 corporations, and
is currently a director of Pegasystems Inc., Allston Holding, LLC, and Dice, Inc. 2




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##### Table of Contents



EXECUTIVE OFFICERS OF THE COMPANY
  Name
    
    Age
    
    Positions and Offices Presently HeldLawrence Saper
    
    
    80
    
    
    Chairman of the Board of Directors and Chief
Executive OfficerHenry M. Scaramelli
    
    
    55
    
    
    Vice President, Finance and Chief Financial
Officer (1)Fred Adelman
    
    
    55
    
    
    Vice President, Chief Accounting Officer and
Treasurer (2)Nicholas E. Barker
    
    
    50
    
    
    Vice President, Corporate Design (3)Robert O. Cathcart
    
    
    48
    
    
    Vice President; President, Interventional
Products Division (4)Timothy J. Krauskopf
    
    
    47
    
    
    Vice President, Regulatory and Clinical
Affairs (5)Antonino Laudani
    
    
    49
    
    
    Vice President and Chief Operating Officer
(6)Boris Leschinsky
    
    
    43
    
    
    Vice President, Technology (7)
 
 (1)
    
    Mr. Scaramelli has been employed by Datascope as Vice President,
Finance and Chief Financial Officer since August 2007. From
September 2003 to August 2007, Mr. Scaramelli served as Vice
President, Corporate Controller and also served as Acting Chief
Financial Officer from April 2007 to August 2007. From June 2004 to
the present, Mr. Scaramelli served as Acting Vice President of Finance
for the Interventional Products Division and InterVascular, Inc. From
July 2002 to August 2003, Mr. Scaramelli served as Group Vice
President, Finance for the Cardiac Assist Division and InterVascular,
Inc. From October 1996 to June 2002, Mr. Scaramelli served as Vice
President, Finance for the Cardiac Assist Division.(2)
    
    Mr. Adelman has been employed by Datascope as Vice President, Chief
Accounting Officer since July 2002 and Treasurer since May 22, 2008.
From October 1999 to June 2002, he served as Corporate Controller.
From July 1983 to October 1999, Mr. Adelman was employed by Datascope
as Director of Corporate Accounting.(3)
    
    Mr. Barker has been employed by Datascope as Vice President, Corporate
Design since December 1997.(4)
    
    Mr. Cathcart has been employed by Datascope as Vice President;
President, Interventional Products Division since May 2005. Effective
November 8, 2007, Mr. Cathcart has also been serving as Vice President
Sales, Cardiac Assist Division (Acting). From November 2004 to
April 2005, he served as Vice President; President, Interventional
Products/InterVascular Group. From July 2004 to October 2004,
Mr. Cathcart served as Group Vice President of Sales for Cardiac
Assist, InterVascular and Interventional Products. From October 2001
to June 2004, Mr. Cathcart served as Vice President, Sales for the
Cardiac Assist Division.(5)
    
    Mr. Krauskopf has been employed by Datascope as Vice President,
Regulatory and Clinical Affairs since February 2006. Prior to joining
Datascope, he served as Senior Vice President for Regulatory and
Clinical Affairs for Cardiac Assist, Inc. from March 2002 to
December 2005.(6)
    
    Mr. Laudani has been employed by Datascope as Vice President and Chief Operating Officer since
October 21, 2007. He served as Vice President; President of Cardiac Assist and InterVascular from
June 2007 to October 20, 2007. From September 2006 to June 2007, he served as President of
InterVascular, Inc. and Group Vice President of Cardiac Assist, Interventional Products and Patient
Monitoring for Europe, the Middle East and Africa (EMEA). From July 2005 to September
2006, he served as President of InterVascular, Inc. and Group Vice President of Cardiac Assist and
Interventional Products for EMEA. From February 2005 to June 2005, Mr. Laudani served as Group Vice
President for Cardiac Assist, InterVascular and Interventional Products for EMEA. Mr. Laudani
served as Group Vice President of Sales for Cardiac Assist, InterVascular and Interventional
Products for EMEA from June 2004 to January 2005. From June 2002 to May 2004, Mr. Laudani served as
Vice President, Cardiac Assist for EMEA. 3




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(7)
    
    Mr. Leschinsky has been employed by Datascope as Vice President,
Technology since July 2005. From August 1990 until June 2005, he
served in various engineering positions in the Research and
Development Department of the Cardiac Assist Division. THE BOARD OF DIRECTORS AND BOARD COMMITTEES
 Datascope Board
 Fiscal 2008
 Audit Committee
 Compensation Committee
 Nominating
Committee Common Stock
  4




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 Reporting Persons
 
 Item 11. Executive Compensation
 The Compensation Committee
 www.datascope.com
  CEO
 Compensation Committee Interlocks and Insider Participation
  The Compensation Committee Process
  5




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PM&P Fiscal 2007
    Information Provided by Compensation Consultants
  Merger
Agreement Parent Purchaser Offer
 6




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##### Table of Contents



Offer Price Merger
 Fiscal
2009
 
    
    Arrow International, Inc.
    
    ArthroCare Corporation
    
    Biomet, Inc.
    
    Biosite Incorporated (this company has since been acquired)
    
    C.R. Bard, Inc.
    
    CONMED Corporation
    
    Haemonetics Corporation
    
    Integra LifeSciences Holdings
    
    Mentor Corporation
    
    Thoratec Corporation
    
    Viasys Healthcare Inc.
    
    Wright Medical Group, Inc.
  CEO Founders Data
  7




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##### Table of Contents



Compensation Discussion and Analysis
 Compensation Objectives
  
    
    attract, motivate and retain highly qualified executive officers;
    
    align the financial interests of each executive officer with the interests of the
stockholders by focusing on annual and long-term performance factors that drive
stockholder value;
    
    reward executive officers for attaining desired levels of profit and stockholder value; and
    
    reinforce each executive officers stake in Datascopes long-term performance and success.
 What Our Compensation Program is Designed to Reward
    Proposed Merger with Getinge AB
  8




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Elements of Executive Compensation
  
    
    base salaries;
    
    annual cash bonuses;
    
    long-term cash incentives;
    
    equity-based incentive compensation;
    
    change-in-control benefits;
    
    perquisites; and
    
    general benefits.
  Base Salary
   9




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2004 Management Incentive Plan
 Incentive Plan
 Code
    10




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##### Table of Contents



Long-Term Incentive Plan
 Long-Term Incentive Plan CAGR
 Equity Compensation
  2005 Equity Incentive Plan
  Change-in-Control Benefits
  11




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##### Table of Contents



Perquisites
    Compensation of the CEO
 Saper Employment
Agreement
    12




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##### Table of Contents



Financial Restatement
  Tax and Accounting Considerations
   Compensation Committee Report
  Compensation Committee
    13




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##### Table of Contents



SUMMARY COMPENSATION TABLE
 Named Executive Officers
 Change inPension ValueandNonqualifiedNon-Equity
    
    DeferredOption
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    
    
    
    Stock
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    Bonus ($)
    
    Awards ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($) (1)
    
    ($)Lawrence Saper
    
    
    2008
    
    
    
    1,000,000
    
    
    
    496,495
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189,320
    (2)
    
    
    514,505
    
    
    
    2,200,320Chairman of
theBoard of
Directors
    
    
    2007
    
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,067,621
    (2)
    
    
    503,154
    
    
    
    2,570,775and
Chief
ExecutiveOfficerAntonino Laudani (3)
    
    
    2008
    
    
    
    530,630
    
    
    
    491,848
    (4)
    
    
    171,261
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,101
    
    
    
    1,304,840VP and ChiefOperating
Officer
    
    
    2007
    
    
    
    371,596
    
    
    
    183,165
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,957
    
    
    
    615,718Henry M. Scaramelli
    
    
    2008
    
    
    
    257,500
    
    
    
    176,000
    (6)
    
    
    57,087
    
    
    
    
    
    
    
    
    
    
    
    10,800
    
    
    
    22,930
    
    
    
    524,317VP; Finance
andChief
Financial
    
    
    2007
    
    
    
    230,000
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,254
    
    
    
    17,016
    
    
    
    342,270OfficerTimothy J. Krauskopf
    
    
    2008
    
    
    
    259,250
    
    
    
    62,000
    
    
    
    
    
    
    
    42,900
    
    
    
    
    
    
    
    19,706
    
    
    
    48,844
    
    
    
    432,700VP; Regulatory andClinical Affairs
    
    
    2007
    
    
    
    217,500
    
    
    
    45,000
    (7)
    
    
    
    
    
    
    44,500
    
    
    
    
    
    
    
    
    
    
    
    85,450
    
    
    
    392,450Boris Leschinsky
VP,
    
    
    2008
    
    
    
    226,250
    
    
    
    65,000
    
    
    
    
    
    
    
    43,100
    
    
    
    
    
    
    
    443
    
    
    
    81,533
    
    
    
    416,326Technology2007
    
    
    
    211,250
    
    
    
    25,000
    
    
    
    
    
    
    
    43,158
    
    
    
    
    
    
    
    17,097
    
    
    
    85,469
    
    
    
    381,974David A. Gibson
    
    
    2008
    
    
    
    257,500
    
    
    
    90,000
    (9)
    
    
    
    
    
    
    199,798
    
    
    
    
    
    
    
    822
    
    
    
    83,950
    
    
    
    632,070VP;
President,Patient


    
    
    2007
    
    
    
    260,000
    
    
    
    20,000
    
    
    
    66,508
    
    
    
    
    
    
    
    
    
    
    
    6,843
    
    
    
    84,102
    
    
    
    437,453Monitoring
andTechnology
ServicesDivision
(former) (8)
 
 (1)
    
    Amounts shown in All Other Compensation include the following: 
    
    Mr. Saper: auto allowance, $54,877 in 2008, $53,539 in 2007; auto maintenance,
$18,294 in 2008, $18,414 in 2007; personal commuting expenses, $10,000 in 2008,
$10,000 in 2007; payment of personal tax and estate planning services, $0 in
2008, $36,970 in 2007; annual club dues and imputed interest on loan for club
membership, $21,262 in 2008, $21,262 in 2007; reimbursement for executive portion
of split-dollar life insurance, $164,820 in 2008, $135,000 in 2007; tax
gross-ups, $189,894 in 2008, $180,563 in 2007; 401(k) Plan matching contribution,
$6,900 in 2008, $7,584 in 2007; company paid premiums for term-life insurance and
long-term disability insurance, $877 in 2008, $877 in 2007; and executive medical
plan reimbursements, $47,581 in 2008, $38,945 in 2007.
    
    Mr. Laudani: payments for auto, $74,800 in 2008, $58,513 in 2007; premium for
executive medical plan $2,295 in 2008, $2,444 in 2007, payments for rent and
utilities for an apartment used by Mr. Laudani while he is in the United States
of $33,340 in 2008. All other benefits for Mr. Laudani are covered under the
Italian governments statutory benefit plans.
    
    Mr. Scaramelli: personal auto, $6,065 in 2008, $4,660 in 2007; tax gross-up,
$3,998 in 2008, $3,072 in 2007; 401(k) Plan matching contribution, $10,625 in
2008, $6,600 in 2007; company paid premiums for term-life insurance and long-term
disability insurance, $1,016 in 2008, $1,016 in 2007; and executive medical plan
reimbursements, $1,226 in 2008, $1,668 in 2007.
 14




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##### Table of Contents




    
    Mr. Krauskopf: personal auto, $4,999 in 2008, $4,048 in 2007; tax gross-up,
$13,182 in 2008, $28,087 in 2007; 401(k) Plan matching contribution, $9,208 in
2008, $2,750 in 2007; company paid premiums for term-life insurance and long-term
disability insurance, $1,016 in 2008, $1,016 in 2007; executive medical plan
reimbursements, $4,848 in 2008, $9,464 in 2007 and personal living and relocation
expenses, $15,591 in 2008, $40,085 in 2007.
    
    Mr. Leschinsky: personal auto, $10,586 in 2008, $10,580 in 2007; tax gross-up,
$23,718 in 2008, $24,733 in 2007; 401(k) Plan matching contribution, $8,163 in
2008, $6,825 in 2007; company paid premiums for term-life insurance and long-term
disability insurance, $1,016 in 2008, $1,016 in 2007; relocation loan and
interest forgiveness $26,400 in 2008, $28,000 in 2007; and executive medical plan
reimbursements, $11,650 in 2008, $14,309 in 2007.
    
    Mr. Gibson: personal auto, $456 in 2008, $4,500 in 2007; tax gross-up, $24,772 in
2008, $26,404 in 2007; 401(k) Plan matching contribution, $9,176 in 2008, $6,600
in 2007; company paid premiums for term-life insurance and long-term disability
insurance, $883 in 2008, $1,016 in 2007; executive medical plan reimbursements,
$10,072 in 2008, $8,621 in 2007; and reimbursement of personal living and
relocation expenses, $38,591 in 2008, $36,961 in 2007.
 
 (2)
    
    The net change in post-employment benefit values
in Fiscal 2008 and Fiscal 2007, respectively, for
Mr. Saper is comprised of the following:Datascope Corp. Pension Plan  $130,134 and $18,549SERP  $340,779 and $1,058,476Post-Retirement Medical Plan  $21,325 and $27,694(3)
    
    Mr. Laudani is an Italian citizen and his
compensation is paid in Euros. Dollar amounts in
this Form 10-K/A with respect to Mr. Laudani have
been calculated using an average exchange rate of
1 Euro to 1.461320 and 1.308311 U.S. dollars in
Fiscal 2008 and Fiscal 2007, respectively.(4)
    
    Includes discretionary bonus of $189,240 paid in
Fiscal 2008 related to the sale of the Patient
Monitoring business, $52,608 bonus paid in Fiscal
2008 pursuant to the Fiscal 2007 bonus plan for
EMEA and $250,000 earned in Fiscal 2008 under the
Executive Bonus Plan.(5)
    
    Includes discretionary bonus of $104,665 earned in Fiscal 2007 under the Executive Bonus Plan and $78,500 bonus earned pursuant to the Fiscal 2007 bonus plan for EMEA.(6)
    
    Includes discretionary bonus of $91,000 paid in Fiscal 2008 related to the sale of the Patient Monitoring business and $85,000 earned in Fiscal 2008 under the Executive Bonus
Plan.(7)
    
    Includes a sign-on bonus of $25,000 paid in Fiscal
2007. Mr. Krauskopf began his employment with
Datascope in February 2006.(8)
    
    Mr. Gibsons employment with Datascope terminated on May 1, 2008, the effective date of the sale of the Patient Monitoring business.(9)
    
    Consists of discretionary closing bonus paid in Fiscal 2008 related to the sale of the Patient Monitoring business. 15




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GRANTS OF PLAN-BASED AWARDS
  AllOtherStock
    
    All Other
    
    
    
    
    
    GrantEstimated Future
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Option
    
    
    
    
    
    DatePayouts Under Non-
    
    Estimated Future
    
    Number
    
    Awards:
    
    
    
    
    
    FairEquity Incentive Plan
    
    Payouts Under Equity
    
    of
    
    Number of
    
    Exercise or
    
    ValueAwards
    
    Incentive Plan Awards
    
    Shares of
    
    Securities
    
    Base Price
    
    of StockStock or
    
    Underlying
    
    of Option
    
    andGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options
    
    Awards
    
    OptionName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    AwardsLawrence SaperAntonino Laudani
    
    
    8/22/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    (1)
    
    
    
    
    
    
    973,200Henry M. Scaramelli
    
    
    8/22/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (1)
    
    
    
    
    
    
    324,400Timothy J. Krauskopf
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Boris LeschinskyDavid A. Gibson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The restricted stock vests in four equal annual installments of 25% on the anniversary of the grant date. 16




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Stock AwardsEquityIncentivePlanEquity
    
    Awards:Option Awards
    
    
    
    
    
    
    
    
    
    Incentive
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    Number
    
    Market
    
    Number of
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    of
    
    Value of
    
    Unearned
    
    hares, UnitsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Shares
    
    Shares or
    
    Shares,
    
    orNumber of
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    or
    
    Units of
    
    Units or
    
    OtherSecurities
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Stock
    
    Other
    
    RightsUnderlying
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    That
    
    Rights
    
    That HaveUnexercised
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    That Have
    
    NotOptions (#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Not Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Lawrence Saper
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    28.665
    
    
    
    2/18/12
    
    
    
    
    
    
    
    
    
    
    
    Antonino Laudani
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    28.87
    
    
    
    6/2/12
    
    
    
    
    
    
    
    
    
    
    
    3,900
    
    
    
    
    
    
    
    
    
    
    
    28.80
    
    
    
    5/19/131,500
    
    
    
    
    
    
    
    
    
    
    
    32.86
    
    
    
    5/17/1420,000
    
    
    
    
    
    
    
    
    
    
    
    38.145
    (1)
    
    
    2/14/1510,000
    
    
    
    
    
    
    
    
    
    
    
    28.525
    (2)
    
    
    5/16/1530,000
    
    
    
    1,410,000Henry M. Scaramelli
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    37.032
    
    
    
    5/15/10
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    39.45
    
    
    
    5/14/112,200
    
    
    
    
    
    
    
    
    
    
    
    30.275
    
    
    
    5/15/127,500
    
    
    
    
    
    
    
    
    
    
    
    32.765
    (3)
    
    
    9/22/132,500
    
    
    
    
    
    
    
    
    
    
    
    32.86
    
    
    
    5/17/1410,000
    
    
    
    470,000Timothy J. Krauskopf
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    38.415
    (4)
    
    
    2/22/16
    
    
    
    
    
    
    
    
    
    
    
    Boris Leschinsky
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    26.938
    
    
    
    5/25/09
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    28.80
    
    
    
    5/19/132,000
    
    
    
    
    
    
    
    
    
    
    
    30.275
    
    
    
    5/15/12600
    
    
    
    
    
    
    
    
    
    
    
    32.86
    
    
    
    5/17/1411,250
    
    
    
    3,750
    
    
    
    
    
    
    
    35.235
    (5)
    
    
    7/25/152,000
    
    
    
    
    
    
    
    
    
    
    
    37.032
    
    
    
    5/15/102,000
    
    
    
    
    
    
    
    
    
    
    
    39.45
    
    
    
    5/14/11David A. Gibson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Prior to the fifth anniversary of the grant date, the option is
exercisable only if the average of the high and low sale prices of
Datascopes Common Stock as quoted on the NASDAQ Global Select Market
on the trading day immediately preceding the exercise date is equal to
or greater than $43.00 (the threshold price). After the fifth
anniversary of the grant date, the option is fully exercisable,
without any regard to the price of the Common Stock.(2)
    
    Same provision as (1) above with a threshold price of $38.525.(3)
    
    Same provision as (1) above with a threshold price of $38.00.(4)
    
    Same provision as (1) above with a threshold price of $43.50.(5)
    
    Same provision as (1) above with a threshold price of $40.25. 17




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##### Table of Contents



OPTION EXERCISES AND STOCK VESTED
  Stock AwardsOption Awards
    
    Number ofNumber of Shares
    
    
    
    
    
    Shares
    
    ValueAcquired on
    
    Value Realized on
    
    Acquired on
    
    Realized onExercise
    
    Exercise
    
    Vesting
    
    VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)Lawrence Saper
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Antonino Laudani
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Henry M. Scaramelli
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Timothy J. Krauskopf
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Boris Leschinsky
    
    
    10,000
    
    
    
    109,260
    
    
    
    
    
    
    
    David A. Gibson
    
    
    64,000
    
    
    
    333,414
    
    
    
    
    
    
    
    
 PENSION BENEFITS
  Number ofYears
    
    Present Value of
    
    Payments DuringCredited
    
    Accumulated Benefit
    
    Last Fiscal YearName
    
    Service (#)
    
    ($)
    
    ($)Datascope Corp. Pension PlanLawrence Saper
    
    
    44.00
    
    
    
    1,177,502
    
    
    
    103,839Antonino Laudani (1)
    
    
    
    
    
    
    
    
    
    
    Henry M. Scaramelli
    
    
    17.50
    
    
    
    244,716
    
    
    
    Timothy J. Krauskopf
    
    
    2.42
    
    
    
    19,706
    
    
    
    Boris Leschinsky
    
    
    17.50
    
    
    
    91,757
    
    
    
    David A. Gibson
    
    
    5.00
    
    
    
    23,529
    
    
    
    SERPLawrence Saper
    
    
    44.00
    
    
    
    16,999,814
    
    
    
    Post Retirement MedicalLawrence Saper
    
    
    44.00
    
    
    
    229,129
    
    
    
    
 
 (1)
    
    Mr. Laudanis pension benefits are covered under the Italian governments pension program. Potential Payments Upon Termination or Change-in-Control
  Lawrence Saper
 18




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Other
Executive Officers
  Parachute Payments
 19




---



##### Table of Contents



Gross-Up
Payment
   Severance
    
    Plan
    
    Gross Up
    
    Non-Compete
    
    Tax
    
    TotalExecutive
    
    Payments
    
    Benefits
    
    Payments
    
    Payments
    
    Reimbursements
    
    PaymentsFred Adelman
    
    $
    1,178,680
    
    
    $
    58,488
    
    
    $
    535,081
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,772,249Nicholas Barker
    
    $
    1,122,657
    
    
    $
    80,852
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,203,509Robert Cathcart
    
    $
    1,170,422
    
    
    $
    92,810
    
    
    $
    530,050
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,793,282Antonino Laudani
    
    $
    3,407,156
    
    
    $
    36,321
    
    
    $
    834,228
    
    
    $
    0
    
    
    
    *
    
    
    $
    4,277,705
    **Boris Leschinsky
    
    $
    1,056,119
    
    
    $
    75,786
    
    
    $
    600,459
    
    
    $
    230,000
    
    
    $
    0
    
    
    $
    1,962,364Timothy Krauskopf
    
    $
    1,122,882
    
    
    $
    84,603
    
    
    $
    531,333
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,738,818Henry Scaramelli
    
    $
    1,496,057
    
    
    $
    84,268
    
    
    $
    894,899
    
    
    $
    260,000
    
    
    $
    0
    
    
    $
    2,735,224Total Payments
    
    $
    10,553,973
    
    
    $
    513,128
    
    
    $
    3,926,050
    
    
    $
    490,000
    
    
    $
    0
    
    
    $
    15,483,151
 
 *
    
    Due to his relocation to the United States in October 2007, Mr. Laudani may be
subject to duplicate taxation in the United States and Italy for income received from
Datascope since October 2007. Datascope may pay, on Mr. Laudanis behalf, any taxes
assessed in the United States for income to Mr. Laudani from Datascope since October 2007.**
    
    Excludes the effect of any taxes which may be paid by Datascope on Mr. Laudanis
behalf.  20




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##### Table of Contents



Shares of RestrictedExecutive
    
    Options Outstanding
    
    Stock Outstanding
    
    Total Equity PaymentsLawrence Saper
    
    
    500,000
    
    
    
    0
    
    
    $
    12,167,500Fred Adelman
    
    
    21,700
    
    
    
    0
    
    
    $
    413,064Nicholas Barker
    
    
    45,000
    
    
    
    0
    
    
    $
    794,518Robert Cathcart
    
    
    54,000
    
    
    
    0
    
    
    $
    890,460Timothy Krauskopf
    
    
    20,000
    
    
    
    0
    
    
    $
    291,700Antonino Laudani
    
    
    40,400
    
    
    
    22,500
    
    
    $
    1,979,590Boris Leschinsky
    
    
    25,600
    
    
    
    0
    
    
    $
    483,569Henry Scaramelli
    
    
    19,700
    
    
    
    7,500
    
    
    $
    759,696Total Payments
    
    
    
    
    
    
    
    
    
    $
    17,780,097
 Grantor Trust
 Loan to Officer
  NON-EMPLOYEE DIRECTOR COMPENSATION
 provided however
  21




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22




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##### Table of Contents



2008 Director Compensation Table
  Change inPension ValueandFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned or
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    DeferredPaid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherCash
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Alan B. Abramson
    
    
    53,000
    
    
    
    82,530
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,530David Altschiller
    
    
    17,000
    
    
    
    95,038
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,288
    (1)
    
    
    312,326William L. Asmundson(2)
    
    
    19,000
    
    
    
    47,596
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,596David Dantzker, M.D. (3)
    
    
    15,000
    
    
    
    12,439
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,439Robert E. Klatell
    
    
    51,500
    
    
    
    95,038
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,538James J. Loughlin
    
    
    56,000
    
    
    
    95,038
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,038William W. Wyman
    
    
    55,000
    
    
    
    82,538
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137,530
 
 (1)
    
    Of the $200,288 set forth in the table, $288 represents the cash portion of a deferred share distribution and
$200,000 represents the amount paid to Mr. Altschiller as a consultant to Datascope for advice and counsel in
the area of advertising in Fiscal 2008.(2)
    
    Mr. Asmundson left the Datascope Board on January 3, 2008, and was a director for only a portion of Fiscal 2008.(3)
    
    Dr. Dantzker joined the Datascope Board on January 3, 2008, and was a director for only a part of Fiscal 2008. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS
  Amount and NatureName and Address of Beneficial
    
    of Beneficial
    
    Percent ofOwner (1)
    
    Ownership (1)
    
    Common Stock (2)Lawrence Saper
    
    
    2,869,562
    (3)
    
    
    17.5
    %Datascope Corp.
14 Philips Parkway
Montvale, New Jersey 07645Ramius LLC
    
    
    1,041,496
    (4)
    
    
    6.6
    %9 Lexington Avenue, 20th Fl.
New York, NY 10022Barclays Global Investors UK
Holdings Ltd.
    
    
    939,543
    (5)
    
    
    5.9
    %1 Churchill Place
Canary Wharf
London X0 E14 5HPAXA
    
    
    917,590
    (6)
    
    
    5.8
    %25 Avenue Matignon
75008 Paris, FranceBank of America Corporation
    
    
    843,003
    (7)
    
    
    5.3
    %100 North Tryon Street
Charlotte, NC 28255
 23




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##### Table of Contents



(1)
    
    This table identifies persons having sole voting and
investment power with respect to the shares set forth
opposite their names as of September 12, 2008, except
as otherwise disclosed in the footnotes to the table,
according to information publicly filed or furnished
to Datascope by each of them.(2)
    
    Shares beneficially owned, as recorded in this table,
expressed as a percentage of the shares of Common
Stock of Datascope outstanding as of September 12,
2008. For purposes of calculating Mr. Sapers
beneficial ownership, any shares issuable pursuant to
options exercisable within 60 days of September 12,
2008 are deemed to be outstanding.(3)
    
    Includes (i) 33,153 shares owned by trusts created by
Mr. Saper for his children and (ii) 3,150 shares owned
by Mr. Sapers wife. Also includes an option owned by
Mr. Saper to purchase 500,000 shares of Common Stock,
which is currently exercisable. Also includes
1,290,911 shares that Mr. Saper contributed to a
grantor retained annuity trust called the Saper-A
Investment Trust, which was created in July 2006 and
1,039,107 shares contributed to a grantor retained
annuity trust called the Saper-B Investment Trust,
which was created in May 2008 (collectively, the
Trusts). Mr. Saper is the trustee of the Trusts.(4)
    
    Ramius LLC (Ramius) is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940, as amended (the
Advisers Act). Based solely on a Form 13F filed on August 15, 2008
by Ramius and a Form 13F filed on August 15, 2008 by RCG Starboard
Advisors, LLC, Ramius, together with a group comprised of Parche, LLC,
Starboard Value and Opportunity Master Fund Ltd., RCG Enterprise,
Ltd., RCG Starboard Advisors, LLC, C4S & Co., L.L.C., Peter A. Cohen,
Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, has sole
voting and investment power with respect to 1,041,496 shares of Common
Stock.(5)
    
    Based solely upon a Form 13F filed with the SEC by Barclays on July
25, 2008, Barclays Global Investors UK Holdings Ltd. (Barclays),
Barclays has shared investment power with respect to 939,543 shares of
Common Stock, sole voting power with respect to 753,983 shares of
Common Stock and no voting power with respect to 185,560 shares of
Common Stock..(6)
    
    Based solely upon a Form 13F filed with the SEC by AXA
on August 14, 2008, AXA has shared investment power
with respect to 917,590 shares of Common Stock, sole
voting power with respect to 576,912 shares of Common
Stock, and no voting power with respect to 340,678
shares of Common Stock.(7)
    
    Bank of America (BofA) is a national commercial bank
corporation. Based solely on a Form 13F filed by BofA
on August 12, 2008, BofA has shared investment power
with respect to 843,003 shares of Common Stock, sole
voting power with respect to 625,152 shares of Common
Stock, shared voting power with respect to 81,365
shares of Common Stock and no voting power with
respect to 136,486 shares of Common Stock. 24




---



##### Table of Contents



SECURITY OWNERSHIP OF MANAGEMENT
  Amount and Nature
    
    Percent ofof Beneficial
    
    CommonName of Beneficial Owner (1)
    
    Ownership
    
    Stock (2)Alan B. Abramson
    
    
    27,101
    (3)
    
    
    *David Altschiller
    
    
    17,490
    (4)
    
    
    *David Dantzker, M.D.
    
    
    0
    
    
    
    *Robert E. Klatell
    
    
    15,000
    (5)
    
    
    *Timothy J. Krauskopf
    
    
    10,000
    (6)Antonino Laudani
    
    
    68,764
    (7)
    
    
    *Boris Leschinsky
    
    
    34,443
    (8)
    
    
    *James J. Loughlin
    
    
    11,000
    (9)
    
    
    *Henry M. Scaramelli
    
    
    31,760
    (10)
    
    
    *William W. Wyman
    
    
    8,904
    (11)
    
    
    *All executive officers and
directors as a group
(consisting of 14
individuals)
    
    
    3,221,604
    (12)
    
    
    19.4
    %
 
 *
    
    Represents less than 1% of the shares of Common Stock of Datascope outstanding as of
September 12, 2008.(1)
    
    This table identifies persons having sole voting and investment power with respect to
the shares set forth opposite their names, except as otherwise disclosed in the
footnotes to the table, according to information furnished to Datascope by each of
them.(2)
    
    Shares beneficially owned, as recorded in this table, expressed as a percentage of the
shares of the Common Stock of Datascope outstanding as of September 12, 2008. For the
purpose of calculating each persons beneficial ownership, any shares issuable
pursuant to options exercisable within 60 days of September 12, 2008 are deemed to be
beneficially owned by, and outstanding with respect to, such person. An option is
considered to be exercisable within 60 days of September 12, 2008 if the option has
vested or will vest within such period, even though by September 12, 2008 the
threshold price, which, depending on the option, may be a condition for
exercisability, may not have been reached.(3)
    
    Consists of 22,500 shares which are issuable pursuant to currently exercisable
options, 1,954 shares of restricted stock issued on January 1, 2007 which vested on
January 1, 2008, 1,950 shares of restricted stock issued on January 1, 2008, which
will vest on January 1, 2009 and 697 shares of restricted stock issued on January 1,
2008, which vest ratably over a 12 month period.(4)
    
    Includes 15,000 shares which are issuable pursuant to currently exercisable options.(5)
    
    Consists of 15,000 shares which are issuable pursuant to currently exercisable options.(6)
    
    Consists of 10,000 shares which are issuable pursuant to currently exercisable options.(7)
    
    Includes 40,400 shares which are issuable pursuant to currently exercisable options
and 22,500 shares of restricted stock. A restricted stock grant of 30,000 shares was
granted on August 22, 2007 and vests in four equal annual installments of 25% on the
anniversary of the grant date. 25




---



##### Table of Contents



(8)
    
    Includes 21,850 shares which are issuable pursuant to currently exercisable options.(9)
    
    Includes 10,000 shares which are issuable pursuant to currently exercisable options.(10)
    
    Includes 19,700 shares which are issuable pursuant to currently exercisable options
and 7,500 shares of restricted stock. A restricted stock grant of 10,000 shares was
granted on August 22, 2007 and vests in four equal annual installments of 25% on the
anniversary of the grant date.(11)
    
    Consists of 5,000 shares which are issuable pursuant to currently exercisable options,
1,954 shares of restricted stock issued on January 1, 2007 and 1,950 shares of
restricted stock issued on January 1, 2008. The restricted stock vests on the one year
anniversary of the grant date.(12)
    
    Includes 768,900 shares which are issuable pursuant to currently exercisable options.
 EQUITY COMPENSATION PLAN INFORMATION
  Number of securitiesremaining availableWeighted
    
    forNumber of securities
    
    average exercise
    
    future issuance underto
    
    price of
    
    equitybe issued upon
    
    outstanding
    
    compensation plansexercise
    
    options, warrants
    
    (excluding securitiesof outstanding options,
    
    and
    
    reflected in columnPlan Category
    
    warrants and rights
    
    rights
    
    (a)(a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders (1)Stock options
    
    
    1,030,500
    
    
    $
    31.87
    
    
    
    716,317Common stock (2)
    
    
    64,687
    
    
    
    
    
    
    
    1,126,135Equity compensation plans not approved by security holders (3)Stock options
    
    
    15,000
    
    
    $
    32.19
    
    
    
    Total
    
    
    1,110,187
    
    
    
    
    
    
    
    1,842,452
 
 (1)
    
    See Note 10 to the Consolidated Financial Statements for a description of our stock-based plans.(2)
    
    Includes 4,597 shares of restricted stock granted to members of the Board of Directors in
fiscal 2008 under the 2005 Equity Incentive Plan, pursuant to the Compensation Plan for
Non-Employee Directors.(3)
    
    Includes grants of options to a member of the Board of Directors to purchase up to 15,000
shares of our common stock. These options have a term of 10 years with exercise prices ranging
from $22.49 to $37.03. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons
  26




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##### Table of Contents



" 
 Review of Transactions with Related Persons
  Director Independence
  27




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
 REPORT OF THE AUDIT COMMITTEE
    PCAOB
  Audit Committee
 
 28




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##### Table of Contents



FEES BILLED FOR SERVICES
RENDERED BY THE COMPANYS INDEPENDENT REGISTERED PUBLIC 
ACCOUNTING FIRM
  2008
    
    
    2007Audit Fees(1)
    
    $
    1,994,889
    
    
    $
    1,804,330Audit-Related Fees
    
    
    
    
    
    
    Tax Fees(2)
    
    
    41,000
    
    
    
    59,600All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    2,035,889
    
    
    $
    1,863,930
 
 (1)
    
    Audit Fees consist of fees for the audit of the annual financial
statements, reviews of the quarterly financial statements, statutory
and regulatory audits of various subsidiaries outside the United
States, audit services related to managements documentation of
internal control as required by the Sarbanes-Oxley Act of 2002,
Section 404, and other services related to Securities and Exchange
Commission matters.(2)
    
    Tax Fees primarily include tax services for reviews of U.S.
consolidated federal corporate income tax returns and reviews of
foreign tax returns in certain European countries.  Audit Committee Pre-Approval Policies and Procedures
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    1.
    
    Financial Statements
  2.
    
    Financial Statement Schedules
  29




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##### Table of Contents



3.
    
    ExhibitsAll exhibits filed by the Company in its Original Form 10-K are incorporated herein by
reference. The following exhibits are filed as a part of this report.
 ExhibitNo.
    
    Document Description31.1*
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).31.2*
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).32.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 30




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##### Table of Contents



SIGNATURES
  DATASCOPE CORP.Date: October 28, 2008
    By:
    /s/ Lawrence SaperLawrence SaperChairman of the Board
and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Lawrence Saper

Lawrence Saper
    
    Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
    
    October 28, 2008/s/ Antonino Laudani, M.D.
    
    Vice-President and Chief Operating Officer
    
    October 28, 2008Antonino Laudani, M.D./s/ Henry M. Scaramelli

Henry M. Scaramelli
    
    Vice President, Finance and Chief Financial
Officer (Principal Financial Officer)
    
    October 28, 2008/s/ Fred Adelman

Fred Adelman
    
    Vice President, Chief Accounting Officer
(Principal Accounting Officer) and Treasurer
    
    October 28, 2008/s/ Alan B. Abramson
    
    Director
    
    October 28, 2008Alan B. Abramson/s/ David Altschiller
    
    Director
    
    October 28, 2008David Altschiller/s/ David Dantzker, M.D.
    
    Director
    
    October 28, 2008David Dantzker, M.D./s/ James J. Loughlin
    
    Director
    
    October 28, 2008James J. Loughlin/s/ Robert E. Klatell
    
    Director
    
    October 28, 2008Robert E. Klatell/s/ William W. Wyman
    
    Director
    
    October 28, 2008William W. Wyman
 31