##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2005
 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
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 3070 Orchard Drive
San Jose, California 95134-2011
 (408) 943-0636
 None
 Common Stock, no par value
Common Share Purchase Rights
 o þ
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ
   Class
    
    Outstanding at February 28, 2006Common Stock, no par value per share
    
    22,324,393 shares
 DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  Item 10. Directors and Executive Offers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Related Shareholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 99.1    Table of Contents  EXPLANATORY NOTE
   1




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Item 10. Directors and Executive Offers of the Registrant
  BOARD OF DIRECTORS
  DirectorName of Director
    
    Age
    
    Principal Occupation
    
    SinceRobert J. Pressley, Ph.D.
    
    
    74
    
    
    Technology consultant
    
    
    1984James R. Baumgardt
    
    
    58
    
    
    President, Guidant Foundation
    
    
    2001Elisha Finney
    
    
    44
    
    
    Chief Financial Officer, Varian Medical Systems
    
    
    2005Robert C. Pearson
    
    
    70
    
    
    Senior Vice President, Renaissance Capital Group, Inc.
    
    
    2002Rodney Perkins, MD
    
    
    69
    
    
    Founder and Chairman, Sound ID
    
    
    1984Eric M. Reuter
    
    
    45
    
    
    President and Chief Executive Officer of the Company
    
    
    1999
  ROBERT J. PRESSLEY, Ph.D.
 JAMES R. BAUMGARDT
 ELISHA FINNEY
 ROBERT C. PEARSON
 RODNEY PERKINS, M.D.
 2




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ERIC M. REUTER
 Board Independence
  Board of Directors Meetings and Committees
      SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF ETHICS
 www.laserscope.com
 3




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##### Table of Contents



Item 11. Executive Compensation
 SUMMARY COMPENSATION TABLE
  Long-TermCompensationAwardsSecuritiesAnnual Compensation
    
    UnderlyingOption/SARS
    
    All OtherName and Principal Position
    
    Year
    
    Salary(1)
    
    Bonus(2)(3)
    
    (Shares)(4)
    
    CompensationEric M. Reuter
    
    
    2005
    
    
    $
    321,200
    
    
    $
    64,400
    
    
    
    30,000
    
    
    $
    10,329
    (5)President and
    
    
    2004
    
    
    $
    280,000
    
    
    $
    276,244
    
    
    
    20,000
    
    
    $
    13,979
    (5)Chief Executive Officer
    
    
    2003
    
    
    $
    280,000
    
    
    
    
    
    
    
    
    
    
    $
    14,130
    (5)Robert Mann
    
    
    2005
    
    
    $
    225,700
    
    
    $
    40,500
    
    
    
    15,000
    
    
    $
    8,637
    (6)Group Vice President,
    
    
    2004
    
    
    $
    159,050
    
    
    $
    186,214
    
    
    
    10,000
    
    
    $
    11,484
    (6)Global Sales and Marketing
    
    
    2003
    
    
    $
    159,050
    
    
    $
    58,400
    
    
    
    35,000
    
    
    $
    11,760
    (6)Robert L. Mathews
    
    
    2005
    
    
    $
    204,700
    
    
    $
    35,533
    
    
    
    15,000
    
    
    $
    11,590
    (7)Group Vice President, Operations and
    
    
    2004
    
    
    $
    187,050
    
    
    $
    145,995
    
    
    
    10,000
    
    
    $
    12,652
    (7)Product Development
    
    
    2003
    
    
    $
    187,050
    
    
    
    
    
    
    
    
    
    
    $
    13,269
    (7)Peter Hadrovic
    
    
    2005
    
    
    $
    187,100
    
    
    $
    35,667
    
    
    
    20,000
    
    
    $
    11,229
    (8)Vice President, Legal Affairs, General
    
    
    2004
    
    
    $
    3,430
    
    
    
    
    
    
    
    20,000
    
    
    $
    277
    (8)Counsel and Secretary(10)
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dennis LaLumandiere
    
    
    2005
    
    
    $
    189,800
    
    
    $
    35,533
    
    
    
    15,000
    
    
    $
    12,004
    (9)Vice President, Human Resources
    
    
    2004
    
    
    $
    189,800
    
    
    $
    149,222
    
    
    
    10,000
    
    
    $
    13,404
    (9)and Organizational Development
    
    
    2003
    
    
    $
    189,800
    
    
    
    
    
    
    
    8,000
    
    
    $
    14,178
    (9)
 
 (1)
    
    Includes amounts deferred under the Companys 401(k) plan.(2)
    
    Includes bonuses earned in the indicated fiscal year and paid in
the subsequent fiscal year. Excludes bonuses paid in the
indicated fiscal year but earned in the preceding fiscal year.(3)
    
    Executive officers are entitled to bonuses based on individual
and corporate performance. In 2005, bonuses were based on
performance targets set forth in the 2005 Executive Staff
Compensation and Bonus Plans, with exact amounts determined by
the Board of Directors based on the recommendation of the
Compensation Committee.(4)
    
    Options granted in 2005 and 2004 to employees (including officers
of the Company) have 10-year terms. Options granted to employees
(including officers of the Company) in 2003 have 5-year terms.
Options granted in 2003, 2004 and 2005 to officers of the Company
and new employees generally become exercisable cumulatively at
the rate of 12.5% of the total six months after the vesting
commencement date (date of grant for officers), and 1/48 of the
shares subject to the option in equal monthly installments
thereafter. Options granted in 2003, 2004 and 2005 to existing
employees (excluding officers) generally become exercisable
cumulatively at the rate of 1/48 of the shares subject to the
option in equal monthly installments following their respective
grant date. All unvested options are subject to earlier
termination in the event of the termination of the participants
employment with the Company. All options were granted at market
value on the date of grant. In the event that certain change in
control events were to occur, the options would be assumed or
equivalent options substituted by a successor corporation, unless
the Board of Directors determined that the options should become
immediately exercisable. The exercise price may be paid, subject
to certain conditions, by delivery of already owned shares or
with the proceeds from the sale of the option shares. In
addition, the Management Continuity Agreements entered into
between the Company and each of its executive officers may affect
the vesting and manner of exercise of options granted by the
Company to these individuals. See Transactions with Management
and Others. On December 21, 2005, the Compensation Committee of
the Board voted to accelerate the vesting of 438,200
out-of-the-money stock options, including 209,475
out-of-the-money stock options previously granted to
non-executive officer employees and 228,725out-of-the-money
stock options previously granted to executive officers and
directors. See report Filed on Form 8-K dated December 28, 2005
for further details.(5)
    
    For 2005, consists of $1,528 in matching contributions pursuant
to the Companys 401(k) benefit plan, $480 in life insurance
premiums paid by the Company for the benefit of Mr. Reuter,
$1,121 in disability insurance premiums paid by the Company for
the benefit of Mr. Reuter and $7,200 for a car allowance paid to
Mr. Reuter. For 2004, consists of $5,125 in matching
contributions pursuant to the Companys 401(k) benefit plan, $480
in life insurance premiums paid by the Company for the benefit of
Mr. Reuter, $1,174 in disability insurance premiums paid by the
Company for the benefit of Mr. Reuter and $7,200 for a car
allowance paid to Mr. Reuter. For 2003, 4




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consists of $5,000 in
matching contributions pursuant to the Companys 401(k) benefit
plan, $480 in life insurance premiums paid by the Company for the
benefit of Mr. Reuter, $1,173 in disability insurance premiums
paid by the Company for the benefit of Mr. Reuter and $7,,477 for
a car allowance paid to Mr. Reuter(6)
    
    For 2005, consists of $1,266 in matching contributions pursuant
to the Companys 401(k) benefit plan, $171 in life insurance
premiums paid by the Company for the benefit of Mr. Mann and
$7,200 for a car allowance paid to Mr. Mann. For 2004, consists
of $4,113 in matching contributions pursuant to the Companys
401(k) benefit plan, $171 in life insurance premiums paid by the
Company for the benefit of Mr. Mann and $7,200 for a car
allowance paid to Mr. Mann. For 2003, consists of $4,113 in
matching contributions pursuant to the Companys 401(k) benefit
plan, $170 in life insurance premiums paid by the Company for the
benefit of Mr. Mann and $7,477 for a car allowance paid to Mr.
Mann.(7)
    
    For 2005, consists of $2,160 in matching contributions pursuant
to the Companys 401(k) benefit plan, $2,230 in life insurance
premiums paid by the Company for the benefit of Mr. Mathews and
$7,200 for a car allowance paid to Mr. Mathews. For 2004,
consists of $3,956 in matching contributions pursuant to the
Companys 401(k) benefit plan, $1,496 in life insurance premiums
paid by the Company for the benefit of Mr. Mathews and $7,200 for
a car allowance paid to Mr. Mathews. For 2003, consists of $4,296
in matching contributions pursuant to the Companys 401(k)
benefit plan, $1,496 in life insurance premiums paid by the
Company for the benefit of Mr. Mathews and $7,477 for a car
allowance paid to Mr. Mathews.(8)
    
    For 2005, consists of $3,715 in matching contributions pursuant
to the Companys 401(k) benefit plan, $313 in life insurance
premiums paid by the Company for the benefit of Mr. Hadrovic and
$7,200 for a car allowance paid to Mr. Hadrovic. For 2004,
consists of $277 for a car allowance paid to Mr. Hadrovic.(9)
    
    For 2005, consists of $2,502 in matching contributions pursuant
to the Companys 401(k) benefit plan, $773 in life insurance
premiums paid by the Company for the benefit of Mr. LaLumandiere,
$1,529 in disability insurance premiums paid by the Company for
the benefit of Mr. LaLumandiere and $7,200 for a car allowance
paid to Mr. LaLumandiere. For 2004, consists of $3,831 in
matching contributions pursuant to the Companys 401(k) benefit
plan, $773 in life insurance premiums paid by the Company for the
benefit of Mr. LaLumandiere, $1,600 in disability insurance
premiums paid by the Company for the benefit of Mr. LaLumandiere
and $7,200 for a car allowance paid to Mr. LaLumandiere. For
2003, consists of $4,350 in matching contributions pursuant to
the Companys 401(k) benefit plan, $751 in life insurance
premiums paid by the Company for the benefit of Mr. LaLumandiere,
$1,600 in disability insurance premiums paid by the Company for
the benefit of Mr. LaLumandiere and $7,477 for a car allowance
paid to Mr. LaLumandiere.(10)
    
    Mr. Hadrovic joined the Company in December
2004. STOCK OPTION GRANTS IN 2005
  Individual Grants
    
    
    
    
    
    
    
    
    
    Potential RealizableValue at Assumed% of Total
    
    
    
    
    
    
    
    
    
    Annual Rates ofNumber of
    
    Options
    
    
    
    
    
    
    
    
    
    Stock PriceSecurities
    
    Granted to
    
    
    
    
    
    
    
    
    
    Appreciation forUnderlying
    
    Employees
    
    Exercise or
    
    
    
    
    
    Option Term(2)Options/SARs
    
    in Fiscal
    
    Base Price
    
    ExpirationName
    
    Granted(1)
    
    Year
    
    (per Share)
    
    Date
    
    5%
    
    10%Eric M. Reuter
    
    
    20,000
    (3)
    
    
    4.1
    %
    
    $
    30.01
    
    
    
    3/04/15
    
    
    $
    377,500
    
    
    $
    956,60010,000
    (4)
    
    
    2.1
    %
    
    $
    29.50
    
    
    
    9/09/15
    
    
    $
    185,500
    
    
    $
    470,200Robert Mann
    
    
    10,000
    (3)
    
    
    2.1
    %
    
    $
    30.01
    
    
    
    3/04/15
    
    
    $
    188,700
    
    
    $
    478,3005,000
    (4)
    
    
    1.0
    %
    
    $
    29.50
    
    
    
    9/09/15
    
    
    $
    92,800
    
    
    $
    235,100Robert L. Mathews
    
    
    10,000
    (3)
    
    
    2.1
    %
    
    $
    30.01
    
    
    
    3/04/15
    
    
    $
    188,700
    
    
    $
    478,3005,000
    (4)
    
    
    1.0
    %
    
    $
    29.50
    
    
    
    9/09/15
    
    
    $
    92,800
    
    
    $
    235,100Peter Hadrovic
    
    
    5,000
    (4)
    
    
    1.0
    %
    
    $
    29.50
    
    
    
    9/09/15
    
    
    $
    92,800
    
    
    $
    235,10015,000
    (5)
    
    
    3.1
    %
    
    $
    23.10
    
    
    
    12/21/15
    
    
    $
    217,900
    
    
    $
    552,300Dennis LaLumandiere
    
    
    10,000
    (3)
    
    
    2.1
    %
    
    $
    30.01
    
    
    
    3/04/15
    
    
    $
    188,700
    
    
    $
    478,3005,000
    (4)
    
    
    1.0
    %
    
    $
    29.50
    
    
    
    9/09/15
    
    
    $
    92,800
    
    
    $
    235,100
 
 (1)
    
    For a description of the material terms of the options, see footnote 4 of the Summary Compensation Table. 5




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(2)
    
    Gains are reported net of the option exercise price but before taxes associated with exercise. The
assumed 5% and 10% rates of stock price appreciation are provided in accordance with rules of the
Securities and Exchange Commission and do not represent our estimate or projection of the future price
of our common stock. We do not endorse the accuracy of this model, or any other model, for valuing
options. Actual gains, if any, on stock option exercises are dependent on the future performance of our
common stock, overall market conditions, and the option holders continued employment through the
vesting period. The potential realizable value calculation assumes that the option holder waits until
the end of the option term to exercise the option. This table does not take into account any
appreciation in the price of our common stock from the date of grant to the current date. Unless the
market price of our common stock appreciates over the option term, no value will be realized from the
option grants made to the named officers.(3)
    
    Options listed were granted on March 4, 2005.(4)
    
    Options listed were granted on September 9, 2005.(5)
    
    Options listed were granted on December 21, 2005. AGGREGATED OPTION EXERCISES IN 2005  AND YEAR-END OPTION VALUES
  Number of Securities
    
    Value of UnexercisedUnderlying Unexercised
    
    In-the-MoneyShares
    
    
    
    
    
    Options at 12/31/05:
    
    Options(1) at 12/31/05:Acquired on
    
    ValueName
    
    Exercise
    
    Realized
    
    (Exercisable/Unexercisable)
    
    (Exercisable/Unexercisable)Eric M. Reuter
    
    
    4,167
    
    
    $
    120,635
    
    
    77,919/17,917
    
    $
    804,033/$87,252Robert Mann
    
    
    
    
    
    
    
    
    
    66,332/23,127
    
    $
    814,800/$242,507Robert L. Mathews
    
    
    10,250
    
    
    $
    296,349
    
    
    23,520/10,418
    
    $
    105,875/$73,485Peter Hadrovic
    
    
    
    
    
    
    
    
    
    25,000/15,000
    
    $
    --/--Dennis LaLumandiere
    
    
    
    
    
    
    
    
    
    51,728/13,960
    
    $
    597,564/$118,407
 
 (1)
    
    Based on the closing price of the Companys Common Stock of
$22.46 per share as reported on The Nasdaq National Market on
December 30, 2005. EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
  COMPENSATION OF DIRECTORS
  6




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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
    7




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Item 12. Security Ownership of Certain Beneficial Owners and Related Shareholder Matters
   Shares Beneficially Owned (1)Number(2)
    
    Percent of TotalSt. Denis
Villere & Co. LLC210 Baronne Street, Suite 808New Orleans, LA 70112 (3)
    
    1,485,100
    
    6.7%Ken Arnold
    
    65,538
    
    *James R. Baumgardt
    
    46,600
    
    *Derek Bertocci
    
    50,590
    
    *Allan Danto
    
    
    
    *Lloyd Diamond
    
    25,000
    
    *Elisha Finney
    
    22,000
    
    *Van Frazier
    
    33,544
    
    *Peter Hadrovic
    
    25,000
    
    *Dennis LaLumandiere
    
    106,994
    
    *Robert Mann
    
    73,744
    
    *Robert L. Mathews
    
    26,749
    
    *Kester Nahen, Ph.D.
    
    55,212
    
    *Robert C. Pearson (4)
    
    1,696,500
    
    7.6%Rodney Perkins, M.D.
    
    5,000
    
    *Robert J. Pressley, Ph.D.
    
    70,016
    
    *Eric M. Reuter
    
    269,020
    
    1.2%All directors and executive officers as a group (13 persons)
    
    2,571,507
    
    11.2%
 
 *
    
    Less than 1%.(1)
    
    Unless otherwise indicated, the address of each individual named above is: c/o Laserscope,
3070 Orchard Drive, San Jose, California 95134-2011.(2)
    
    Includes with respect to each named person and with respect to all directors and executive
officers as a group the following shares subject to options exercisable within 60 days of
March 31, 2005: Mr. Arnold  57,078; Mr. Baumgardt  45,000; Mr. Bertocci  50,000; Mr.
Diamond   25,000; Ms. Finny   20,000; Mr. Frazier  29,781; Mr. Hadrovic  25,000; Mr.
LaLumandiere  56,311; Mr. Mann  72,686; Mr. Mathews  26,749; Dr. Nahen  52,497; Mr.
Pearson  65,000; Dr. Perkins  5,000; Dr. Pressley  49,000; Mr. Reuter  84,168.(3)
    
    Beneficial ownership figures for St. Denis Villere & Co., LLC is based on a 13G filing made
February 27, 2006 and based on their holdings as of December 31, 2005.(4)
    
    Includes 431,500 shares held by BFS US Special Opportunities trust PLC; 600,000 shares held
by Renaissance Capital Growth and Income Fund III, Inc.; and 600,000 shares held by
Renaissance US Growth Investment Trust PLC. Mr. Pearson is an executive officer of
Renaissance Capital Group, Inc., which is the Investment Adviser to BFS US Special
Opportunities Trust PLC, Renaissance Capital Growth and Income Fund III, Inc. and Renaissance
US Growth Investment Trust PLC and may therefore be deemed the beneficial owner of such
securities. Mr. Pearson disclaims beneficial ownership of such securities, except to the
extent of his pecuniary interest. 8




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EQUITY COMPENSATION PLAN INFORMATION
  Number of SecuritiesRemaining AvailableNumber of Securities to
    
    Weighted-Averaged
    
    for Future Issuancebe Issued Upon Exercise
    
    Exercise Price of
    
    Under Equity Plansof Outstanding Options,
    
    Outstanding Options,
    
    (Excluding SecuritiesWarrants & Rights
    
    Warrants and Rights
    
    Reflected in Column (a)Equity Compensation Plan Category
    
    (a)
    
    (b)
    
    (c)Equity Compensation Plans
approved by security holders
    
    
    1,539,807
    
    
    $
    17.24
    
    
    
    399,418
    (1)Equity Compensation Plans not
approved by security holders
    
    
    135,846
    
    
    $
    7.86
    
    
    
    8,584Total
    
    
    1,675,653
    
    
    $
    16.48
    
    
    
    408,002
    (1)
   
 (1)
    
    Includes 92,692 shares available under the Companys 1999 Employee Stock Purchase Plan 
 Item 13. Certain Relationships and Related Transactions
  9




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Item 14. Principal Accountant Fees and Services
  2005
    
    
    2004(In $000's)Audit
    
    $
    767
    
    
    $
    907Tax
    
    
    137
    
    
    
    116All Other
    
    
    2
    
    
    
    2Total
    
    $
    906
    
    
    $
    1,025
 Audit
 Tax
 All Other Fees.
  for in
 Audit Committee Authorization of Audit and Non-Audit Services
   10




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SIGNATURES
  LASERSCOPEBy:
    /s/ Eric M. ReuterEric M. ReuterPresident and Chief Executive Officer April 28, 2006
  Signature
    
    Title
    
    Date/s/ Robert J. Pressley*
    
    Chairman of the Board of Directors
    
    April 28, 2006(Robert J. Pressley, Ph.D.)/s/ Eric M. Reuter
    
    President, Chief Executive Officer and
Director
    
    April 28, 2006Eric M. Reuter
    
    (Principal Executive Officer)/s/ Derek Bertocci
    
    Vice President, Finance and Chief Financial
Officer
    
    April 28, 2006Derek Bertocci
    
    (Principal Financial and Accounting Officer)/s/ James Baumgardt*
    
    Director
    
    April 28, 2006James Baumgardt/s/ Robert C. Pearson*
    
    Director
    
    April 28, 2006Robert C. Pearson/s/ Rodney Perkins*
    
    Director
    
    April 28, 2006Rodney Perkins, M.D./s/ Elisha Finney*
    
    Director
    
    April 28, 2006Elisha Finney*/s/ Eric M. Reuter
    
    
    
    April 28, 2006Eric M. Reuter,Attorney-in-Fact




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##### Table of Contents



ExhibitNumber
    
    Description31.1
    
    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)99.1
    
    Audit Committee Charter