##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-K/A x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2004, or o  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: 0-18053 LASERSCOPE  California
    
    77-0049527(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 3070 Orchard Drive San Jose, California 95134-2011
(Address of Principal Executive Offices) Registrants telephone number, including area code: (408) 943-0636 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Common Share Purchase Rights
(Title of Class) 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 _ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K/A
or any amendment to this Form 10-K/A. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). YES X NO _
The aggregate market value of the Registrants voting and non-voting common equity held by
non-affiliates of the Registrant was approximately $502,185,257 as of June 30, 2004, based upon the
closing sale price on the NASDAQ National Market System reported for such date. Shares of Common
Stock held by each officer and director and by each person who owns 5% of more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.
There were 22,053,650 shares of Registrants Common Stock issued and outstanding as of April 1,
2005. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual
Report on Form 10-K/A incorporates information by reference from the
definitive proxy statement for the Annual Meeting of Shareholders to be held on June 10, 2005.




---



TABLE OF CONTENTS  ITEM 9A. CONTROLS AND PROCEDURESSIGNATURESEXHIBIT INDEXEXHIBIT 23.2EXHIBIT 31.1EXHIBIT 31.2    Table of Contents  EXPLANATORY NOTE:
Laserscope (the Company) is filing this Amendment
No. 1 to Form 10-K to amend its
Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission
on March 31, 2005 (the Original Filing) in accordance with the Securities and Exchange Commissions
Exemptive Order # 34-50754, to:     amend and restate Item 9A to include Managements Report on Internal Control over Financial
Reporting and the report of the Companys independent registered public accounting firm on
managements assessment and the effectiveness of internal control over financial reporting, and     to include a revised Consent of Independent Registered Public Accounting Firm required as a
result of the revisions discussed above. As a result of this
amendment, the Company is also filing as exhibits to this Amendment
No. 1 to
Form 10-K the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no
financial statements are contained within this Amendment No. 1 to Form 10-K, the Company is not
including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except for the amendments described above, this Amendment No. 1 to Form 10-K does not modify or
update other disclosures in, or exhibits to, the Original Filing. 
 ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Companys principal executive and financial officers evaluated the Companys disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period
covered by this Annual Report on Form 10-K. Based on that evaluation, the Companys principal
executive and financial officers concluded that the Companys disclosure controls and procedures
are effective to ensure that information required to be disclosed in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. 1




---



##### Table of Contents



Managements Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company. The Companys internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate. To evaluate the effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, management conducted an assessment, including testing, using
the criteria in Internal ControlIntegrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on their assessment, management concluded
the Company maintained effective internal control over financial reporting as of December 31, 2004,
based on criteria in Internal ControlIntegrated Framework issued by the COSO. Managements assessment of the effectiveness of the Companys internal control over financial
reporting as of December 31, 2004, has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report which is included herein. Changes in Internal Control Over Financial Reporting There were no changes in the Companys internal control over financial reporting during the quarter
ended December 31, 2004 that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting. 2




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders
of Laserscope: In our opinion, managements assessment, included in Managements Report on Internal Control Over
Financial Reporting, appearing under Item 9A, that Laserscope maintained effective internal
control over financial reporting as of December 31, 2004 based on criteria established in Internal
Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), is fairly stated, in all material respects, based on those criteria. Also, in
our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal Control -
Integrated Framework issued by the COSO. The Companys management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express opinions on
managements assessment and on the effectiveness of the Companys internal control over financial
reporting based on our audit. We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. An audit includes obtaining an
understanding of internal control over financial reporting, evaluating managements assessment,
testing and evaluating the design and operating effectiveness of internal control, and performing
such other procedures as we consider necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. 3




---



##### Table of Contents



We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of the Company at December 31, 2004
and 2003 and for each of the three years in the period ended December 31, 2004 and in our report
dated March 28, 2005 we expressed an unqualified opinion thereon. /s/ PricewaterhouseCoopers LLP
San Jose, California
April 28, 2005 4




---



##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. LASERSCOPEDate: April 28, 2005
    By:
    /s/ Eric M. ReuterEric M. ReuterPresident and Chief
Executive Officer 5




---



##### Table of Contents



EXHIBIT INDEX ExhibitNumber
    
    Description23.2
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.(16)31.2
    
    Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.(16)
 Filed Herewith.