<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
                                       OR
[ ]  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 .........0-28040.......................................

 ....................................BACOU USA, Inc............................
             (Exact name of registrant as specified in its charter)

 ............DELAWARE...........          .........05-0470688..................
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

 ............10 THURBER BOULEVARD, SMITHFIELD, RHODE ISLAND 02917-1896.........
                    (Address of principal executive offices)
                                   (Zip Code)

 .........................(401) 233-0333......................................
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes.. X...     No......

     The number of shares outstanding of the issuer's Common Stock, $.001 par
value, as of May 15, 1997 was 17,312,200.



<PAGE>   2



                                 BACOU USA, INC.
                                      INDEX



                                                                       PAGE NO.
Part I.        Financial Information                                   --------
               ---------------------                                  

Item 1.        Financial Statements

               Consolidated Condensed Balance Sheets
               March 31, 1997 and December 31, 1996                      3

               Consolidated Condensed Statements of Income
               Three Months ended March 31, 1997 and 1996                4

               Consolidated Condensed Statements of Cash Flows
               Three Months Ended March 31, 1997 and 1996                5

               Notes to Consolidated Condensed Financial Statements      6 - 7

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                       8 - 11

Part II.       Other Information                                         
               -----------------

Item 6.        Exhibits and Reports on Form 8-K                          12

Signatures                                                               13




                                       2

<PAGE>   3


<TABLE>

                                     BACOU USA, INC. AND SUBSIDIARIES
                                  CONSOLIDATED CONDENSED BALANCE SHEETS

<CAPTION>
                                                                (Unaudited)
                                                              MARCH 31, 1997                  DECEMBER 31, 1996
                                                              --------------                  -----------------
<S>                                                             <C>                                <C>
       ASSETS
Current assets:
   Cash and cash equivalents                                    $  2,497,020                       $ 21,033,261
   Trade accounts receivable, net                                 13,529,433                         10,500,190
   Inventories                                                    17,479,322                         17,483,418
   Prepaid expenses                                                1,497,768                            992,174
   Deferred income taxes                                             762,000                            762,000
                                                                ------------                       ------------
       Total current assets                                       35,765,543                         50,771,043
                                                                ------------                       ------------
Advance to Bacou S.A.                                             28,000,000                            ---
Property and equipment, net                                       27,252,211                         27,069,129
Intangible assets, net                                            46,493,688                         47,268,964
                                                                ------------                       ------------
       Total assets                                             $137,511,442                       $125,109,136
                                                                ============                       ============

     LIABILITIES AND STOCKHOLDERS'
     EQUITY
Current liabilities:
   Current installments of long-term debt                       $  1,000,000                       $    ---
   Accounts payable                                                3,805,166                          4,015,904
   Accrued compensation and benefits                               1,916,338                          3,162,699
   Other accrued expenses                                          2,369,339                          1,786,473
   Income taxes payable                                            2,697,394                          1,652,808
                                                                ------------                       ------------
       Total current liabilities                                  11,788,237                         10,617,884
                                                                ------------                       ------------
Long-term debt, excluding current
    installments                                                   7,000,000                            ---
Deferred income taxes                                              2,184,000                          2,084,000
                                                                ------------                       ------------
       Total liabilities                                          20,972,237                         12,701,884
                                                                ------------                       ------------

Stockholders' equity:
   Preferred stock, $.001 par value, 5,000,000
      shares authorized, no shares issued and
      outstanding
   Common stock, $.001 par
      value, 25,000,000 shares authorized,
      17,312,200 shares issued and outstanding                        17,312                             17,312
   Additional paid-in capital                                     66,514,906                         66,514,906
   Retained earnings                                              50,006,987                         45,875,034
                                                                ------------                       ------------
       Total stockholders' equity                                116,539,205                        112,407,252
                                                                ------------                       ------------
       Total liabilities and stockholders'
          equity                                                $137,511,442                       $125,109,136
                                                                ============                       ============
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                       3
<PAGE>   4

<TABLE>

                        BACOU USA, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME


<CAPTION>
                                                                (Unaudited)
                                                       THREE MONTHS ENDED MARCH 31,
                                                       ----------------------------
                                                     1997                        1996
                                                     ----                        ----
<S>                                               <C>                         <C>
Net sales                                         $26,380,441                 $26,287,840
Cost of sales                                      12,381,948                  11,724,739
                                                  -----------                 -----------

       Gross profit                                13,998,493                  14,563,101

Operating expenses:
   Selling                                          4,547,652                   4,115,726
   General and administrative                       2,200,655                   1,956,426
   Amortization of intangible assets                  887,856                   1,061,171
                                                  -----------                 -----------

       Total operating expenses                     7,636,163                   7,133,323
                                                  -----------                 -----------

Operating income                                    6,362,330                   7,429,778

Other expenses (income):
   Interest expense                                     5,944                     806,635
   Interest income                                   (161,914)                    (27,724)
   Other                                             (132,243)                    (80,447)
                                                  -----------                 -----------

Total other expenses (income)                        (288,213)                    698,464
                                                  -----------                 -----------

Income before income taxes                          6,650,543                   6,731,314
Income taxes                                        2,518,590                   2,625,087
                                                  -----------                 -----------

       Net income                                 $ 4,131,953                 $ 4,106,227
                                                  ===========                 ===========

Net income per common and common
   equivalent share                               $      0.24                 $      0.30
                                                  ===========                 ===========

Weighted average common and common
   equivalent shares                               17,322,377                  13,860,000
                                                  ===========                 ===========
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       4

<PAGE>   5


<TABLE>
                        BACOU USA, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                        (Unaudited)
                                                                THREE MONTHS ENDED MARCH 31,
                                                                ----------------------------
                                                               1997                     1996
                                                               ----                     ----
<S>                                                        <C>                      <C>
Cash flows from operating activities:
   Net income                                              $  4,131,953             $ 4,106,227
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation and amortization                          1,980,643               1,965,621
       Deferred income taxes                                    100,000                 282,699
   Change in assets and liabilities:
       Trade accounts receivable                             (3,029,243)             (2,779,332)
       Inventories                                                4,096                 720,135
       Prepaid expenses                                        (505,594)               (675,385)
       Accounts payable                                        (210,738)               (739,180)
       Accrued expenses                                        (663,495)                965,810
       Income taxes                                           1,044,586               1,997,388
                                                           ------------             -----------
          Net cash provided by operating activities           2,852,208               5,843,983
                                                           ------------             -----------

Cash flows from investing activities:
   Capital expenditures                                      (1,275,869)               (853,884)
   Acquisition of businesses, including direct costs
     of acquisition, net of cash acquired                      (112,580)                (78,281)
   Advance to Bacou S.A                                     (28,000,000)                ---
                                                           ------------             -----------
          Net cash used in investing activities             (29,388,449)               (932,165)
                                                           ------------             -----------
Cash flows from financing activities:
   Proceeds from long-term debt                               8,000,000                 ---
   Repayment of long-term debt                                  ---                  (4,000,000)
                                                           ------------             -----------
          Net cash provided by (used in)
             financing activities                             8,000,000              (4,000,000)
                                                           ------------             -----------

Net increase (decrease) in cash and cash
   equivalents                                              (18,536,241)                911,818

Cash and cash equivalents at beginning of period             21,033,261               1,210,247
                                                           ------------             -----------

Cash and cash equivalents at end of period                 $  2,497,020             $ 2,122,065
                                                           ============             ===========

Supplemental disclosures of cash flow information:
   Cash paid during the period for interest                $    ---                 $   122,456
                                                           ============             ===========
   Cash paid during the period for income
      taxes                                                $  1,373,500             $   345,000
                                                           ============             ===========
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                       5

<PAGE>   6


                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

                                   (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated condensed financial statements ("financial
statements") include the accounts of Bacou USA, Inc. and its wholly-owned
subsidiaries (together the "Company"). The Company designs, manufactures and
sells personal protective equipment, including non-prescription protective
eyewear, frames for prescription eyewear, respirators, vision screening
equipment and laser protective eyewear.

The financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission for interim financial
information, including the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures
normally required in complete financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. In the
opinion of management these financial statements include all adjustments
necessary for a fair presentation of the results of operations for the interim
periods presented. Results of operations for interim periods may not be
indicative of results expected for a full year.

2. PENDING ACQUISITION OF SURVIVAIR, INC.

On April 14, 1997, Bacou S.A., the majority shareholder of the  Company,
entered into a stock purchase agreement (the "Stock Purchase  Agreement"), with
the shareholders of Comasec International S.A. ("Comasec"). Simultaneously,
Bacou S.A. and the Company entered into an Assignment Agreement (the
"Assignment").

The Stock Purchase Agreement provides for the acquisition of all of the capital
stock of Comasec by Bacou S.A., including a French operating company, Fenzy
S.A., a United States operating company, Survivair, Inc., a Connecticut 
corporation ("Survivair"), as well as two United States holding companies,
Comasec Holdings, Inc. ("Comasec Holdings") and Interspiro Holdings, Inc. The 
Assignment provides for the acquisition of the United States entities by the
Company through the redemption of the interest of Comasec in Comasec Holdings
(the "Acquisition"). The total acquisition price will be approximately 
$27.4 million in cash, subject to certain closing adjustments (the "Purchase
Price").

Consummation of the Acquisition is subject to certain conditions including (i) 
approval of the Department of Justice and Federal Trade Commission, (ii) the 
divestiture by Comasec of certain operating companies and (iii) approval by the
Oversight Committee of the Board of Directors of the Company.

During March 1997, in anticipation of the Acquisition, the Company borrowed
$8.0 million under its  existing term facility (the "Existing Facility"). The
proceeds from the Existing Facility, together with cash reserves, were advanced
to Bacou S.A. for its use in closing the transaction with the shareholders of
Comasec. The advance (totaling $28.0 million) is evidenced by promissory notes
which bear interest at the overnight deposit rate available at the Paris branch
of Banque Nationale de Paris (the "Promissory Notes"). The Purchase Price for
the Acquisition will be paid by the assignment of the Promissory Notes to
Comasec, then a wholly-owned subsidiary of Bacou S.A.

The Company anticipates this acquisition will close during the second quarter
of 1997.

3. TRADE ACCOUNTS RECEIVABLE

An allowance for doubtful accounts is deducted from trade accounts receivable in
the accompanying Financial Statements. The allowance for doubtful accounts was
$880,202 at March 31, 1997 and $791,531 at December 31, 1996.


                                       6

<PAGE>   7

4.   INVENTORIES

<TABLE>
         Inventories consist of the following:
<CAPTION>
                                                  MARCH 31,       DECEMBER 31,
                                                    1997              1996
                                                    ----              ----
         <S>                                    <C>               <C>
         Raw material and supplies...........   $ 5,911,308       $ 6,005,983
         Work-in-process.....................     2,499,059         2,092,083
         Finished goods......................     9,068,955         9,385,352
                                                -----------       -----------
                                                $17,479,322       $17,483,418
                                                ===========       ===========
</TABLE>


5. PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Depreciation of property and equipment is provided over the estimated useful    
lives of the respective assets using the straight-line method. Leasehold
improvements are amortized over the shorter of the lease term or estimated
useful life of the asset. Accumulated depreciation and amortization totaled
$8,281,788 at March 31, 1997 and $7,195,477 at December 31, 1996.

Intangible assets are amortized using the straight-line method over the
estimated periods benefited. Accumulated amortization totaled $9,488,310 at
March 31, 1997 and $8,600,454 at December 31, 1996.

6. NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Net income per common and common equivalent share is calculated using the
weighted average number of common shares outstanding during the period, and the
net additional number of shares which would be issuable upon the exercise of
stock options, assuming the Company used the proceeds received upon exercise of
the options to purchase shares at market value (treasury stock method). Stock
options are assumed to be exercised at the beginning of the period or, if later,
the date of grant.

In April 1996 the Company completed a public offering of its common stock.
Proceeds from the sale of 3,450,000 shares, net of underwriters discount and
expenses of issuance, totaled $47.3 million. Proceeds were used to repay all
outstanding bank indebtedness ($45.0 million at March 31, 1996). Accounting
Principles Board Opinion No. 15 requires presentation of supplementary net
income per common and common equivalent share in the event shares of common
stock are sold for cash and a portion or all of the proceeds are used to retire
debt. Assuming the aforementioned sale of common stock and repayment of debt
occurred effective January 1, 1996, supplementary per share data for the three
months ended March 31, 1996 would have been as follows:

Supplementary net income per common and common equivalent share            $0.27
                                                                           =====

Supplementary weighted average common and common equivalent shares    17,310,000
                                                                      ==========

No dividends were declared or paid during the three months ended March 31, 1997
and 1996.

                                      7
<PAGE>   8


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. The Company cautions
that a number of important factors could cause actual outcomes to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, continued demand for current
product lines, the success of new product introductions, continued availability
and favorable pricing of raw materials, the effect of any work stoppages, the
success of the Company's acquisition strategy, competitive pressures, general
economic conditions, and regulatory matters. The Company cannot assure that it
will be able to anticipate or respond timely to changes in any of the factors
listed above, which could adversely affect the operating results in one or more
fiscal quarters. In addition, the Company's acquisition of Survivair would, if
consummated, involve risks and uncertainties including the potential inability
to integrate successfully the operations of the acquired business and the
diversion of management's attention from other business concerns. Results of 
operations in any past period should not be considered indicative of the 
results to be expected for future periods. Fluctuations in operating results 
may also result in fluctuations in the price of the Company's common stock.

RESULTS OF OPERATIONS

<TABLE>
     The following table presents certain items from the Company's consolidated
condensed statements of income, and such amounts as percentages of net sales,
for the periods indicated (in thousands, except percentages).

<CAPTION>
                                                      THREE MONTHS ENDED MARCH 31
                                                      ---------------------------
                                                   1997                        1996
                                                   ----                        ----
<S>                                      <C>           <C>           <C>            <C>
Net sales                                $26,380       100.0%        $26,288        100.0%
Cost of sales                             12,382        46.9%         11,725         44.6%
                                         -------       -----         -------        -----
Gross profit                              13,998        53.1%         14,563         55.4%
                                         -------       -----         -------        -----
Operating expenses:
     Selling                               4,547        17.2%          4,116         15.7%
     General and administrative            2,201         8.3%          1,956          7.4%
     Amortization of intangible assets       888         3.4%          1,061          4.0%
                                         -------       -----         -------        -----

     Total operating expenses              7,636        28.9%          7,133         27.1%
                                          -------       -----         -------        -----
Operating income                           6,362        24.2%          7,430         28.3%
Other expense (income), net                (288)       (1.1%)            699          2.7%
                                         -------       -----         -------        -----
Income before income taxes                 6,650        25.3%          6,731         25.6%
Income taxes                               2,518         9.6%          2,625         10.0%
                                         -------       -----         -------        -----
Net income                               $ 4,132        15.7%        $ 4,106         15.6%
                                         =======       =====         =======        =====
</TABLE>



                                       8

<PAGE>   9


     Net Sales. Net sales totaled $26.4 million for the three months ended
March 31, 1997 and $26.3 million for the three months ended March 31, 1996. 
Sales of non-prescription safety eyewear increased 8.4% from 1996 to 1997 due 
entirely to an increase in units shipped. However, such increase was offset by 
a decline in sales of frames for prescription eyewear and by the 
discontinuation of sales of complete prescription eyewear. Excluding sales of 
discontinued products (principally sales of complete prescription eyewear), net 
sales increased by 5.4% from $24.9 million in the 1996 period to $26.4 million 
in the 1997 period.

     Export sales represented 11.4% of net sales in the 1997 period and 7.8% of
net sales in the 1996 period. Export sales increased by 46.8% from 1996 to 1997.

     As discussed more fully below, the Company experienced certain production
problems with the operations of Titmus Optical, Inc. (Titmus). Poor production
resulted in an  abnormally high level of back-orders at Titmus totaling
approximately $1.2 million at March 31, 1997. The Company believes that it will
be able to improve productivity and eliminate these back-orders during the
second and third quarters of 1997.

     Cost of Sales. Cost of sales increased 3.9% from $11.7 million for the
three months ended March 31, 1996 to $12.4 million for the three months ended
March 31, 1997 due primarily to increased shipments of non-prescription safety
eyewear.

     Gross Profit. Gross profit decreased 4.0% from $14.6 million for the three
months ended March 31, 1996 to $14.0 million for the three months ended March
31, 1997. As a percentage of sales, gross profit was 53.1% in the 1997 period
and 55.4% in the 1996 period.

     The Company's gross margin declined from the 1996 period to the 1997 period
primarily due to production problems at Titmus. A relocation of the operations
of Titmus to a new manufacturing facility was completed in December 1996.
Transitional difficulties associated with the relocation resulted in lower
productivity during the 1997 period. In addition, a new plating line acquired in
connection with the construction of the new facility was not fully operational
during substantially all of the 1997 period, further reducing productivity and
increasing manufacturing costs. Finally, these production problems resulted in
an increasing level of back-orders as discussed above. Lower shipments during 
the 1997 period also contributed to a decline in the gross margin for that 
period.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 11.1% from $6.1 million for the three months
ended March 31, 1996 to $6.7 million for the three months ended March 31, 1997.
This increase was primarily the result of additional advertising and marketing 
costs.

     Amortization of Intangibles. Amortization of intangibles decreased 16.3%
from $1.1 million for the three months ended March 31, 1996 to $0.9 million for
the three months ended March 31, 1997. This decrease was the result of the
intangible asset for a favorable lease interest becoming fully amortized.

     Operating Income. As a result of the foregoing, the Company's operating
income decreased 14.4% from $7.4 million for the three months ended March 31,
1996 to $6.4 million for the three months ended March 31, 1997.

                                       9


<PAGE>   10

     Other Expense (Income), Net. Other expense (income), net was $0.7 million
and ($0.3) million for the three months ended March 31, 1996 and 1997,
respectively. Indebtedness of the Company was repaid in full by April 1996,
primarily from proceeds of the Company's initial public offering, and therefore
net interest expense decreased from the 1996 to the 1997 period.

     Income Taxes. The Company's effective income tax rate was approximately
38.0% in the 1997 period and 39.0% in the 1996 period. The effective rate was 
higher than the federal statutory rate of 35.0% due primarily to state and 
local income taxes.

     Net Income. As a result of the foregoing, the Company's net income totaled
$4.1 million in both the 1997 and 1996 periods.


LIQUIDITY AND CAPITAL RESOURCES

     Gross cash flow (net income plus non-cash items) totaled $6.2 million
during the 1997 period and $6.4 million during the 1996 period.

     Trade accounts receivable increased from $10.5 million at December 31, 1996
to $13.5 million at March 31, 1997. This increase resulted primarily from higher
sales volume during the first quarter of 1997.

     Cash used in investing activities increased from $0.9 million for the three
months ended March 31, 1996 to $29.4 million for the three months ended March
31, 1997. As discussed below, the 1997 period includes a $28.0 million advance
to Bacou S.A. in connection with a pending acquisition of Survivair, Inc.

     To supplement cash flow provided by operating activities, the Company
maintains a $3.0 million revolving credit facility which is available for use by
a wholly-owned subsidiary for its general working capital purposes. The
revolving credit facility is subject to annual renewal and presently expires May
31, 1997; however, the Company believes it will be able to renew this facility
for satisfactory periods after this date. No amounts were outstanding under this
facility as of March 31, 1997. The Company also has an $8.0 million term credit
facility (the "Existing Facility") with a domestic commercial bank. As discussed
below, borrowings totaling $8.0 million were outstanding under the Existing
Facility at March 31, 1997 ($4.0 million at May 15, 1997). Both credit
facilities require the Company to maintain a ratio of tangible net worth to
total liabilities of not less than 1.0 to 1.0.

     The Company is currently negotiating a $28.0 million revolving credit
facility (the "New Facility") with a commercial bank which would be available to
fund acquisitions and for general corporate purposes. The Company expects funds
will be available under the New Facility during the second quarter of 1997.
Funds under the New Facility will be used to retire any amounts outstanding
under the Existing Facility and the Existing Facility will be terminated.

     The Company believes that its cash flow provided by operating activities
and unused borrowing capacity will be sufficient to fund capital expenditures,
debt service, and to fund the Company's operating needs during 1997. However,
the Company is pursuing a business strategy which includes acquisitions as an
important element. The Company may be required to negotiate additional borrowing
facilities and additional indebtedness may be incurred in order to fund new
investments, if any, resulting from this strategy.


                                       10


<PAGE>   11
PENDING ACQUISITION OF SURVIVAIR, INC.

     On April 14, 1997, Bacou S.A., the majority shareholder of the Company,
entered into a stock purchase agreement (the "Stock Purchase Agreement"), with
the shareholders of Comasec Inernational S.A. ("Comasec"). Simultaneously, Bacou
S.A. and the Company entered into an Assignment Agreement (the "Assignment").

     The Stock Purchase Agreement provides for the acquisition of all of the
capital stock of Comasec by Bacou S.A., including a French operating company,
Fenzy S.A., a United States operating company, Survivair, Inc., a Connecticut 
corporation ("Survivair"), as well as two United States holding companies,
Comasec Holdings, Inc. ("Comasec Holdings") and Interspiro Holdings, Inc. The 
Assignment provides for the acquisition of the United States entities by the
Company through the redemption of the interest of Comasec in Comasec Holdings
(the "Acquisition"). The total acquisition price will be approximately 
$27.4 million in cash, subject to certain closing adjustments (the "Purchase
Price").

     Consummation of the Acquisition is subject to certain conditions including
(i) approval of the Department of Justice and Federal Trade Commission, (ii) 
the divestiture by Comasec of certain operating companies and (iii) approval 
by the Oversight Committee of the Board of Directors of the Company.

     During March 1997, in anticipation of the Acquisition, the Company borrowed
$8.0 million under the Existing Facility. The proceeds  from the Existing
Facility, together with cash reserves, were advanced to Bacou S.A. for its use
in closing the transaction with the shareholders of Comasec. The advance
(totaling $28.0 million) is evidenced by promissory notes which bear interest
at the overnight deposit rate available at the Paris branch of Banque Nationale
de Paris (the "Promissory Notes"). The purchase price for the Acquisition will
be paid by the assignment of the Promissory Notes to Comasec, then a
wholly-owned subsidiary of Bacou S.A.

     The Company anticipates this acquisition will close during the second 
quarter of 1997. Survivair has historically had gross margin and operating 
margin percentages that are lower than the Company's consolidated margins, due
primarily to higher manufacturing costs and competitive pricing pressure. The
Company anticipates its consolidated margins will decline as a result of this
acquisition.

     The Company also anticipates the acquistion of Survivair will result in
one-time charges relating to purchased research and development in the amount
of approximately $1.2 million and inventory step-ups of approximately
$850,000 in 1997. On an annual basis, the Company anticipates intangible
amortization attributable to Survivair of approximately $800,000.

SEASONALITY

     The Company's business has been subject to slight seasonal variations which
the Company has attributed to fluctuations in industrial activity and with
annual weather patterns. Historically, net sales from October through December
have been somewhat lower than other periods due to anticipated lower demand in
the more inclement winter months and planned inventory reductions by major
distributors. In addition to seasonality, the Company's business has been
variable period to period due to other factors, including promotional activity
undertaken by the Company in response to competitive pressures, market demand,
production capacity, inventory levels, and other considerations.

NEW ACCOUNTING PRONOUNCEMENTS

     Statement of Financial Accounting Standard No. 128, "Earnings Per Share,"
(Statement 128) was issued in February 1997. Statement 128 requires dual
presentation of basic earnings per share and diluted earnings per share, and
supersedes previously issued accounting principles concerning determination and
disclosure of earnings per share. The Company is required to adopt the
provisions of Statement 128 for the year ended December 31, 1997; however, these
provisions may not be adopted for interim financial statements issued prior to
December 31, 1997. The Company does not believe Statement 128 will have a
significant impact on the determination of its 1997 earnings per share when the
related provisions are adopted.

                                       11

<PAGE>   12




Item 6. Exhibits and Reports on Form 8-K

         (a)  Exhibit Index
              Exhibit Number                 Description Of Exhibit
              --------------                 ----------------------

              Exhibit 2(a)      Stock Pruchase Agreement dated as of April 14,
                                1997 among Bacou S.A. and Francis Berend,
                                Pierre Alain Berend, Philippe Berend, Pascal
                                Berend and the other Sellers parties thereto
                                (Incorporated by Reference to Exhibit 2(a) of
                                the Company's Form 8-K filed May 12, 1997)

              Exhibit 2(b)      Agreement dated as of April 14, 1997 between
                                Bacou S.A. and Bacou USA, Inc. (Incorporated by
                                Reference to Exhibit 2(b) of the Company's
                                Form 8-K filed May 12, 1997)

              Exhibit 10(a)     Promissory Note in the principal amount of
                                $10,000,000 dated as of March 26, 1997 between
                                Bacou S.A. and Pro-Tech Respirators, Inc.

              Exhibit 10(b)     Promissory Note in the principal amount of
                                $18,000,000 dated as of March 27, 1997 between
                                Bacou S.A. and Pro-Tech Respirators, Inc.

              Exhibit 11        Statement Re:  Computation of Per Share Earnings

              Exhibit 27        Financial Data Schedule



         (b)  The registrant filed no reports on Form 8-K during the quarterly 
              period ended March 31, 1997. 


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<PAGE>   13



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:     May 15, 1997

           BACOU USA, INC.
           (Registrant)

           /S/ PHILIP B. BARR, JR.                   /S/ JEFFREY T. BROWN

           ------------------------------            ---------------------------
           Philip B. Barr, Jr.,                      Jeffrey T. Brown
           Executive Vice President and              Corporate Controller and
           Chief Financial Officer                   Chief Accounting Officer






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