Cooper Companies may have mislead investors by misclassifying intangible assets and overstating synergies with its acquisition of Ocular, while insiders sold $140,000,000 worth of their stock.

This is a securities fraud class action against The Cooper Companies inc. (Cooper) alleging that Cooper and certain executives violated federal securities laws by issuing a series of materially false statements regarding Cooper's business condition.

The class action lawsuit alleges that Cooper failed to disclose:

(i) Cooper improperly accounted for assets acquired in the Ocular merger, as reported in the Proxy Statement, by misclassifying intangible assets as tangible, which had the effect of lowering amortization expense;

(ii) Cooper's aggressive earnings guidance reflected the improper accounting for intangible assets and was inflated by the amount of the understated amortization expense;

(iii) the merger synergies touted by Cooper were unrealistic;

(iv) Ocular had stuffed the channel with its Biomedics products;

(v) Cooper's lack of a two-week silicone hydrogel product would prevent it from meeting its aggressive growth targets for 2005 and beyond, contrary to defendants' repeated representations that the Company's Proclear product was competing favorably against the silicone hydrogel products; and

(vi) Cooper and Ocular in fact competed in the two-week lens market.

The class action complaint further alleges that when the truth emerged on November 21, 2005, and November 22, 2005, Cooper fell $21 per share, or 29%, to close at $51.47 per share on November 22, 2005.

During the Class Period, insiders sold 1,970,233 shares of common stock for proceeds of $141,492,613. T