SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FRUTH TERENCE M
(Last) (First) (Middle)
1855 GATEWAY BOULEVARD
SUITE 700
(Street)
CONCORD CA 94520
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OCULAR SCIENCES INC /DE/ [ OCLR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/06/2005 D 101,614 D $0 ( 1 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $16.5 01/06/2005 D 30,000 ( 2 ) ( 10 ) 08/04/2007 Common Stock 30,000 $56.01 ( 10 ) 0 ( 2 ) ( 10 ) D
Director Stock Option (right to buy) $28.75 01/06/2005 D 15,000 ( 3 ) ( 10 ) 08/04/2008 Common Stock 15,000 $43.76 ( 10 ) 0 ( 3 ) ( 10 ) D
Director Stock Option (right to buy) $19.38 01/06/2005 D 15,000 ( 4 ) ( 10 ) 08/04/2009 Common Stock 15,000 ( 10 ) $53.13 ( 10 ) 0 ( 4 ) ( 10 ) D
Director Stock Option (right to buy) $11.94 01/06/2005 D 15,000 ( 5 ) ( 10 ) 08/04/2010 Common Stock 15,000 $60.57 ( 10 ) 0 ( 5 ) ( 10 ) D
Director Stock Option (right to buy) $21 01/06/2005 D 15,000 ( 6 ) ( 10 ) 08/01/2011 Common Stock 15,000 $51.51 ( 10 ) 0 ( 6 ) ( 10 ) D
Director Stock Option (right to buy) $25.13 01/06/2005 D 15,000 ( 7 ) ( 10 ) 08/12/2012 Common Stock 15,000 $47.38 ( 10 ) 0 ( 7 ) ( 10 ) D
Director Stock Option (right to buy) $20.32 01/06/2005 D 10,000 ( 8 ) ( 10 ) 08/01/2013 Common Stock 10,000 $52.19 ( 10 ) 0 ( 8 ) ( 10 ) D
Director Stock Option (right to buy) $44.79 01/06/2005 D 10,000 ( 9 ) ( 10 ) 08/02/2014 Common Stock 10,000 $27.72 ( 10 ) 0 ( 9 ) ( 10 ) D
Explanation of Responses:
1. Disposed of pursuant to Merger Agreement among The Cooper Companies, Inc. ("Cooper"), TCC Acquisition Corp. and issuer ("Merger Agreement") in exchange for (i)39,416 shares of Cooper Common Stock, having a market value of $72.51 per share, and (ii)$2,235,508 cash, on the effective date of the merger.
2. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 1997 was accelerated and canceled in exchange for $442,750.20 and 7,806 shares of Cooper common stock, having a market value of $72.51 per share.
3. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 1998, was accelerated and canceled in exchange for $140,729.34 and 2,481 shares of Cooper common stock, having a market value of $72.51 per share.
4. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 1999, was accelerated and canceled in exchange for $202,448.04 and 3,569 shares of Cooper common stock, having a market value of $72.51 per share.
5. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2000, was accelerated and canceled in exchange for $251,411.53 and 4,432 shares of Cooper common stock, having a market value of $72.51 per share.
6. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2001, was accelerated and canceled in exchange for $191,750.13 and 3,380 shares of Cooper common stock, having a marekt value of $72.51 per share.
7. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2002, was accelerated and canceled in exchange for $164,560.99 and 2,901 shares of Cooper common stock, having a market value of $72.51 per share.
8. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2003, was accelerated and canceled in exchange for $130,817.86 and 2,306 shares of Cooper common stock, having a market value of $72.51 per share.
9. Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2004 was accelerated and canceled in exchange for $23,421.85 and 412 shares of Cooper common stock, having a market value of $72.51 per share.
10. This combination of cash and Cooper common stock represents the per share value of the merger consideration ($72.51 per share) minus the exercise price of the option, multiplied by the number of shares of issuer common stock subject to such option.
Greg Zimmerman, Attorney-In-Fact 01/10/2005
** Signature of Reporting Person Date
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