content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                                  Date of Report
                (Date of earliest event reported): December 8, 1999
  
  
                         BEI MEDICAL SYSTEMS COMPANY, INC.
                         ---------------------------------
              (Exact name of registrant as specified in its charter)
  
  
                  Delaware                                 0-17885
                  ------------------------------------------------
          (State of incorporation)               (Commission File Number)
  
  
                                    71-0455756
                                    ----------
                         (IRS Employer Identification No.)
  
  
          100 Hollister Road Teterboro, New Jersey                   07608
          ----------------------------------------------------------------
        (Address of principal executive offices)                 (zip code)
  
  
                                  (201) 727-4900
                                  --------------
               (Registrant's telephone number, including area code)
  <PAGE>
  
                   Item 2.  Acquisition or Disposition of Assets
  
  This Current Report on Form 8-K contains forward-looking statements within the
  meaning of Section 27A of the Securities Act of 1933, as amended, and Section
  21E of the Securities Exchange Act of 1934, as amended. The forward-looking
  statements contained herein involve risks and uncertainties, including those
  relating to the expected impact of the Asset Sale (as defined below) involving
  BEI Medical Systems Company, Inc., a Delaware corporation (the "Company"), and
  CooperSurgical Acquisition Corp., a Delaware corporation (the "Purchaser"), on
  the Company's business, financial condition and results of operations.
  Statements about the accounting and tax treatment of the Company related to the
  Asset Sale as well as any other statements contained herein that are not
  statements of historical fact may be deemed to be forward-looking statements.
  There are a number of factors that could cause the results of the Company after
  the Asset Sale to differ materially from those results indicated by such
  forward-looking statements and from those results described or incorporated
  by reference in this Report. For more information about such factors, the
  Company, and the risks arising in investing in the Company, investors are
  directed to the Company's most recent report on Form 10-K and most recent report
  on Form 10-Q as filed with the Securities and Exchange Commission (the "SEC")
  and to the Company's definitive proxy statement relating to the Asset Sale as
  filed with the SEC on November 10, 1999.
  
  Prior to the closing of the Asset Sale, the Company engaged in the business of
  developing, manufacturing, marketing and servicing a broad array of advanced
  systems and devices for diagnostic and therapeutic procedures in the medical
  fields of gynecology and gastroenterology (the "Base Business"). On October 1,
  1999, the Company entered into an Asset Purchase Agreement (the "Asset Purchase
  Agreement") with the Purchaser pursuant to which the Company agreed to sell to
  the Purchaser the Base Business (the "Asset Sale"). The Asset Purchase Agreement
  was amended on November 2, 1999 and again on December 7, 1999 (the Asset
  Purchase Agreement and the November 2, 1999 amendment can be found in the
  Company's definitive proxy statement relating to the Asset Sale, attached hereto
  as Exhibit 99.2 and hereby incorporated by reference herein, and the December 7,
  1999 amendment is attached hereto as Exhibit 2.2 and hereby incorporated by
  reference herein).
  
  On December 8, 1999 (the "Closing Date"), the Company completed the Asset Sale.
  The assets sold included, without limitation, equipment, inventory, accounts
  receivables, records related to the operation of the Base Business and
  intellectual property related to the Base Business. The Base Business
  constituted a substantial portion of the Company's assets prior to the Asset
  Sale. The Company retained only its business relating to its Hydro ThermAblator
  ("HTA") product following the Asset Sale. There is no relationship between the
  Purchaser and the Company or its affiliates. The Asset Sale was approved by the
  holders of a majority of the outstanding stock of the Company on December 7,
  1999.
  <PAGE>
  
  The cash consideration received at the closing of the Asset Sale, which was
  determined through arm's length negotiations, was approximately $10.5 million,
  subject to certain post-closing adjustments. The consideration received by the
  Company also included the assumption of approximately $331,294 of specified
  liabilities, the assumption of liabilities under certain contracts of the
  Company, and the forgiveness of royalty payments that may in the future be owed
  by the Company to an affiliate of the Purchaser in an amount of up to $100,000.
  The final consideration to be paid is based upon the following post-closing
  adjustments:
  
         --   a dollar-for-dollar downward adjustment if the inventory and net
         receivables of the Company on the Closing Date, as reflected in a balance
         sheet prepared by the Company after the Closing Date, was in the
         aggregate less than $3,600,000;
  
         --   a dollar-for-dollar upward adjustment if the inventory and net
         receivables of the Company on the Closing Date, as reflected in a balance
         sheet prepared by the Company after the Closing Date, was in the
         aggregate greater than $3,750,000; and
  
         --   a downward adjustment based on a complex valuation matrix which is
         dependent upon both (a) the Company's sales for the nine month period
         ended October 2, 1999, on an annualized basis, and (b) the sales mix of
         the Base Business during the same nine month period.
  
  The above adjustments will take into account the downward adjustment that was
  made on the Closing Date in the amount of approximately $663,214, which
  represented the adjustment the Company estimated would be made in accordance
  with the foregoing post-closing adjustment provisions.
  
  The Company used the net cash proceeds that it received at the closing of the
  Asset Sale (a) to pay expenses associated with the Asset Sale; and (b) to repay
  the outstanding amount owed under the credit facility with Transamerica Business
  Credit Corporation.  The Company will use the balance of such proceeds as
  working capital to finance completion of the FDA Phase III clinical trials and
  initiate commercialization of the HTA product and to fund the Company's ongoing
  operating expenses.  The Company's stockholders are not expected to receive any
  distribution from the proceeds of the Asset Sale.
  
  In connection with the Asset Sale, the Company has agreed to provide certain
  transition services to the Purchaser pursuant to a transition agreement.  A copy
  of the transition agreement is attached as an exhibit to Amendment No. 2 to the
  Asset Purchase Agreement, which is attached as Exhibit 2.2 hereto and is hereby
  incorporated by reference herein. Under the transition agreement, for three
  months following the Closing Date (and at the Purchaser's option, for up to an
  additional three months), the Company will operate on behalf of the Purchaser
  certain aspects of the Base Business. Under the transition agreement, the
  Company is obligated to do the following :
  
  <PAGE>
  
         --   pay approximately $210,000 in connection with severance payments,
         bonuses and other costs associated with the transition services to be
         provided by the Company to the Purchaser; and
  
         --  provide the first $275,000 of products and services to the Purchaser
         without cost.
  
  In connection with the Asset Sale, the Company also entered into a
  noncompetition agreement with the Purchaser for a term of five years. A copy of
  such noncompetition agreement is attached as an exhibit to the Asset Purchase
  Agreement that is attached as Exhibit 2.1 hereto and is hereby incorporated by
  reference herein.
  
  The Company will recognize a gain on the Asset Sale, but anticipates that, for
  Federal and New Jersey state tax purposes, it will have net operating losses in
  amounts sufficient to offset such taxable gain.  However, the Company may be
  required to pay alternative minimum tax and sales tax as a result of the Asset
  Sale.  The Asset Sale will not have a tax consequence for stockholders of the
  Company.
  
  The Asset Sale is accounted for as a sale of assets in accordance with generally
  accepted accounting principles.  The Company will recognize a gain for book
  purposes based upon the excess net proceeds to be received under the Asset
  Purchase Agreement over the book value of the net assets sold.
  
  The foregoing summary of certain principal terms of the Asset Purchase
  Agreement, as amended, and related agreements does not purport to be complete
  and is qualified in its entirety by reference to the Asset Purchase Agreement,
  as amended, a copy of which is attached hereto as Exhibit 2.1 and Exhibit 2.2
  and is hereby incorporated by reference herein.
  
  A copy of the press release issued by the Company on December 9, 1999 announcing
  the completion of the Asset Sale is attached hereto as Exhibit 99.1 and is
  hereby incorporated by reference herein.
  
  A definitive proxy statement relating to the vote of the Company's stockholders
  on the Asset Sale was filed with the SEC on November 10, 1999 and is attached
  hereto as Exhibit 99.2 and is hereby incorporated by reference herein.
  
                     Item 7.  Financial Statements and Exhibits
  
     (a) (1) Financial Statements.
  
      Not Applicable.
  <PAGE>
  
     (b) (1) Pro Forma Financial Information.
  
     The required pro forma financial information with respect to the assets
     disposed of referred to in Item 2 of this Report are incorporated by
     reference from pages 9 and 10 of the Company's definitive proxy statement for
     its Special Meeting of Stockholders held on December 7, 1999, which was filed
     with the SEC on November 10, 1999 (0000929624-99-001921) and is hereby
     incorporated by reference.
  
     (c)  Exhibits
  
  2.1       Asset Purchase Agreement by and between BEI Medical Systems Company,
            Inc., a Delaware corporation (the "Company") and CooperSurgical
            Acquisition Corp., a Delaware corporation, dated October 1, 1999, as
            amended on November 2, 1999, hereby incorporated by reference to the
            Company's definitive proxy statement for its Special Meeting of
            Stockholders held on December 7, 1999, which was filed with the SEC on
            November 10, 1999 (0000929624-99-001921).
  
  2.2       Amendment No. 2 to the Asset Purchase Agreement, dated as of December
            7, 1999.
  
  99.1      Press Release of the Company, dated December 9, 1999.
  
  99.2      Definitive Proxy Statement of the Company, hereby incorporated by
            reference to the Company's definitive proxy statement for its Special
            Meeting of Stockholders held on December 7, 1999, which was filed with
            the SEC on November 10, 1999 (0000929624-99-001921).
  
  99.3      Pages 9 and 10 of the Company's definitive proxy statement for its
            Special Meeting of Stockholders held on December 7, 1999, which was
            filed with the SEC on November 10, 1999 (0000929624-99-001921).
  <PAGE>
  
                                    SIGNATURE
  
  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 hereunto duly authorized.
  
                                    BEI Medical Systems Company, Inc.
  
                                    /s/ Thomas W. Fry
                                    -----------------
  
                                    By: Thomas W. Fry
                                    Title: Vice President, Finance and
                                           Administration, Treasurer and Secretary
  
  
  Dated: December 22, 1999
  <PAGE>
  
  Exhibit Number      Exhibit Description
  --------------      -------------------
  
  2.1                 Asset Purchase Agreement by and between BEI Medical Systems
                      Company, Inc., a Delaware corporation (the "Company") and
                      CooperSurgical Acquisition Corp., a Delaware corporation,
                      dated October 1, 1999, as amended on November 2, 1999,
                      hereby incorporated by reference to the Company's definitive
                      proxy statement for its Special Meeting of Stockholders held
                      on December 7, 1999, which was filed with the SEC on
                      November 10, 1999 (000092624-99-001921).
  
  2.2.                Amendment No. 2 to the Asset Purchase Agreement, dated as of
                      December 7, 1999.
  
  99.1                Press Release of the Company, dated December 9, 1999.
  
  99.2                Definitive Proxy Statement of the Company, hereby
                      incorporated by reference to the Company's definitive proxy
                      statement for its Special Meeting of Stockholders held
                      December 7, 1999, which was filed with the SEC on November
                      10, 1999 (0000929624-99-001921).
  
  99.3                Pages 9 and 10 of the Company's definitive proxy statement
                      for its Special Meeting of Stockholders held on December 7,
                      1999, which was filed with the SEC on November 10, 1999
                      (0000929624-99-001921).
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                                  Date of Report
                (Date of earliest event reported): December 8, 1999
  
                         BEI MEDICAL SYSTEMS COMPANY, INC.
                         ---------------------------------
              (Exact name of registrant as specified in its charter)
  
                  Delaware                                 0-17885
                  ------------------------------------------------
          (State of incorporation)               (Commission File Number)
  
                                    71-0455756
                                    ----------
                         (IRS Employer Identification No.)
  
          100 Hollister Road Teterboro, New Jersey                   07608
          ----------------------------------------------------------------
        (Address of principal executive offices)                 (zip code)
  
                                  (201) 727-4900
                                  --------------
               (Registrant's telephone number, including area code)
  Item 2.  Acquisition or Disposition of Assets
  
  This Current Report on Form 8-K contains forward-looking statements within the
  meaning of Section 27A of the Securities Act of 1933, as amended, and Section
  21E of the Securities Exchange Act of 1934, as amended. The forward-looking
  statements contained herein involve risks and uncertainties, including those
  relating to the expected impact of the Asset Sale (as defined below) involving
  BEI Medical Systems Company, Inc., a Delaware corporation (the "Company"), and
  CooperSurgical Acquisition Corp., a Delaware corporation (the "Purchaser"), on
  the Company's business, financial condition and results of operations.
  Statements about the accounting and tax treatment of the Company related to the
  Asset Sale as well as any other statements contained herein that are not
  statements of historical fact may be deemed to be forward-looking statements.
  There are a number of factors that could cause the results of the Company after
  the Asset Sale to differ materially from those results indicated by such
  forward-looking statements and from those results described or incorporated
  by reference in this Report. For more information about such factors, the
  Company, and the risks arising in investing in the Company, investors are
  directed to the Company's most recent report on Form 10-K and most recent report
  on Form 10-Q as filed with the Securities and Exchange Commission (the "SEC")
  and to the Company's definitive proxy statement relating to the Asset Sale as
  filed with the SEC on November 10, 1999.
  
  Prior to the closing of the Asset Sale, the Company engaged in the business of
  developing, manufacturing, marketing and servicing a broad array of advanced
  systems and devices for diagnostic and therapeutic procedures in the medical
  fields of gynecology and gastroenterology (the "Base Business"). On October 1,
  1999, the Company entered into an Asset Purchase Agreement (the "Asset Purchase
  Agreement") with the Purchaser pursuant to which the Company agreed to sell to
  the Purchaser the Base Business (the "Asset Sale"). The Asset Purchase Agreement
  was amended on November 2, 1999 and again on December 7, 1999 (the Asset
  Purchase Agreement and the November 2, 1999 amendment can be found in the
  Company's definitive proxy statement relating to the Asset Sale, attached hereto
  as Exhibit 99.2 and hereby incorporated by reference herein, and the December 7,
  1999 amendment is attached hereto as Exhibit 2.2 and hereby incorporated by
  reference herein).
  
  On December 8, 1999 (the "Closing Date"), the Company completed the Asset Sale.
  The assets sold included, without limitation, equipment, inventory, accounts
  receivables, records related to the operation of the Base Business and
  intellectual property related to the Base Business. The Base Business
  constituted a substantial portion of the Company's assets prior to the Asset
  Sale. The Company retained only its business relating to its Hydro ThermAblator
  ("HTA") product following the Asset Sale. There is no relationship between the
  Purchaser and the Company or its affiliates. The Asset Sale was approved by the
  holders of a majority of the outstanding stock of the Company on December 7,
  1999.
  The cash consideration received at the closing of the Asset Sale, which was
  determined through arm's length negotiations, was approximately $10.5 million,
  subject to certain post-closing adjustments. The consideration received by the
  Company also included the assumption of approximately $331,294 of specified
  liabilities, the assumption of liabilities under certain contracts of the
  Company, and the forgiveness of royalty payments that may in the future be owed
  by the Company to an affiliate of the Purchaser in an amount of up to $100,000.
  The final consideration to be paid is based upon the following post-closing
  adjustments:
  
         --   a dollar-for-dollar downward adjustment if the inventory and net
         receivables of the Company on the Closing Date, as reflected in a balance
         sheet prepared by the Company after the Closing Date, was in the
         aggregate less than $3,600,000;
  
         --   a dollar-for-dollar upward adjustment if the inventory and net
         receivables of the Company on the Closing Date, as reflected in a balance
         sheet prepared by the Company after the Closing Date, was in the
         aggregate greater than $3,750,000; and
  
         --   a downward adjustment based on a complex valuation matrix which is
         dependent upon both (a) the Company's sales for the nine month period
         ended October 2, 1999, on an annualized basis, and (b) the sales mix of
         the Base Business during the same nine month period.
  
  The above adjustments will take into account the downward adjustment that was
  made on the Closing Date in the amount of approximately $663,214, which
  represented the adjustment the Company estimated would be made in accordance
  with the foregoing post-closing adjustment provisions.
  
  The Company used the net cash proceeds that it received at the closing of the
  Asset Sale (a) to pay expenses associated with the Asset Sale; and (b) to repay
  the outstanding amount owed under the credit facility with Transamerica Business
  Credit Corporation.  The Company will use the balance of such proceeds as
  working capital to finance completion of the FDA Phase III clinical trials and
  initiate commercialization of the HTA product and to fund the Company's ongoing
  operating expenses.  The Company's stockholders are not expected to receive any
  distribution from the proceeds of the Asset Sale.
  
  In connection with the Asset Sale, the Company has agreed to provide certain
  transition services to the Purchaser pursuant to a transition agreement.  A copy
  of the transition agreement is attached as an exhibit to Amendment No. 2 to the
  Asset Purchase Agreement, which is attached as Exhibit 2.2 hereto and is hereby
  incorporated by reference herein. Under the transition agreement, for three
  months following the Closing Date (and at the Purchaser's option, for up to an
  additional three months), the Company will operate on behalf of the Purchaser
  certain aspects of the Base Business. Under the transition agreement, the
  Company is obligated to do the following :
  --   pay approximately $210,000 in connection with severance payments,
         bonuses and other costs associated with the transition services to be
         provided by the Company to the Purchaser; and
  
         --  provide the first $275,000 of products and services to the Purchaser
         without cost.
  
  In connection with the Asset Sale, the Company also entered into a
  noncompetition agreement with the Purchaser for a term of five years. A copy of
  such noncompetition agreement is attached as an exhibit to the Asset Purchase
  Agreement that is attached as Exhibit 2.1 hereto and is hereby incorporated by
  reference herein.
  
  The Company will recognize a gain on the Asset Sale, but anticipates that, for
  Federal and New Jersey state tax purposes, it will have net operating losses in
  amounts sufficient to offset such taxable gain.  However, the Company may be
  required to pay alternative minimum tax and sales tax as a result of the Asset
  Sale.  The Asset Sale will not have a tax consequence for stockholders of the
  Company.
  
  The Asset Sale is accounted for as a sale of assets in accordance with generally
  accepted accounting principles.  The Company will recognize a gain for book
  purposes based upon the excess net proceeds to be received under the Asset
  Purchase Agreement over the book value of the net assets sold.
  
  The foregoing summary of certain principal terms of the Asset Purchase
  Agreement, as amended, and related agreements does not purport to be complete
  and is qualified in its entirety by reference to the Asset Purchase Agreement,
  as amended, a copy of which is attached hereto as Exhibit 2.1 and Exhibit 2.2
  and is hereby incorporated by reference herein.
  
  A copy of the press release issued by the Company on December 9, 1999 announcing
  the completion of the Asset Sale is attached hereto as Exhibit 99.1 and is
  hereby incorporated by reference herein.
  
  A definitive proxy statement relating to the vote of the Company's stockholders
  on the Asset Sale was filed with the SEC on November 10, 1999 and is attached
  hereto as Exhibit 99.2 and is hereby incorporated by reference herein.
  
                     Item 7.  Financial Statements and Exhibits
  
     (a) (1) Financial Statements.
  
      Not Applicable.
  (b) (1) Pro Forma Financial Information.
  
     The required pro forma financial information with respect to the assets
     disposed of referred to in Item 2 of this Report are incorporated by
     reference from pages 9 and 10 of the Company's definitive proxy statement for
     its Special Meeting of Stockholders held on December 7, 1999, which was filed
     with the SEC on November 10, 1999 (0000929624-99-001921) and is hereby
     incorporated by reference.
  
     (c)  Exhibits
  
  2.1       Asset Purchase Agreement by and between BEI Medical Systems Company,
            Inc., a Delaware corporation (the "Company") and CooperSurgical
            Acquisition Corp., a Delaware corporation, dated October 1, 1999, as
            amended on November 2, 1999, hereby incorporated by reference to the
            Company's definitive proxy statement for its Special Meeting of
            Stockholders held on December 7, 1999, which was filed with the SEC on
            November 10, 1999 (0000929624-99-001921).
  
  2.2       Amendment No. 2 to the Asset Purchase Agreement, dated as of December
            7, 1999.
  
  99.1      Press Release of the Company, dated December 9, 1999.
  
  99.2      Definitive Proxy Statement of the Company, hereby incorporated by
            reference to the Company's definitive proxy statement for its Special
            Meeting of Stockholders held on December 7, 1999, which was filed with
            the SEC on November 10, 1999 (0000929624-99-001921).
  
  99.3      Pages 9 and 10 of the Company's definitive proxy statement for its
            Special Meeting of Stockholders held on December 7, 1999, which was
            filed with the SEC on November 10, 1999 (0000929624-99-001921).
  SIGNATURE
  
  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 hereunto duly authorized.
  
                                    BEI Medical Systems Company, Inc.
  
                                    /s/ Thomas W. Fry
                                    -----------------
  
                                    By: Thomas W. Fry
                                    Title: Vice President, Finance and
                                           Administration, Treasurer and Secretary
  
  Dated: December 22, 1999
  Exhibit Number      Exhibit Description
  --------------      -------------------
  
  2.1                 Asset Purchase Agreement by and between BEI Medical Systems
                      Company, Inc., a Delaware corporation (the "Company") and
                      CooperSurgical Acquisition Corp., a Delaware corporation,
                      dated October 1, 1999, as amended on November 2, 1999,
                      hereby incorporated by reference to the Company's definitive
                      proxy statement for its Special Meeting of Stockholders held
                      on December 7, 1999, which was filed with the SEC on
                      November 10, 1999 (000092624-99-001921).
  
  2.2.                Amendment No. 2 to the Asset Purchase Agreement, dated as of
                      December 7, 1999.
  
  99.1                Press Release of the Company, dated December 9, 1999.
  
  99.2                Definitive Proxy Statement of the Company, hereby
                      incorporated by reference to the Company's definitive proxy
                      statement for its Special Meeting of Stockholders held
                      December 7, 1999, which was filed with the SEC on November
                      10, 1999 (0000929624-99-001921).
  
  99.3                Pages 9 and 10 of the Company's definitive proxy statement
                      for its Special Meeting of Stockholders held on December 7,
                      1999, which was filed with the SEC on November 10, 1999
                      (0000929624-99-001921).