<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
           For the Transition Period from ___________ to ___________.

                           COMMISSION FILE NO. 0-22623

                              OCULAR SCIENCES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      94-2985696
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

                                475 ECCLES AVENUE
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (650) 583-1400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)









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 [ ].



As of October 22, 1999 there were 22,916,331 outstanding shares of the
Registrant's Common Stock, par value $0.001 per share.

<PAGE>   2

                              OCULAR SCIENCES, INC.

                                      INDEX

<TABLE>
<CAPTION>
PART  I - FINANCIAL INFORMATION                                                        Page
-------------------------------                                                        ----
<S>                                                                                     <C>
ITEM 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

               Condensed Consolidated Balance Sheets -
               September 30, 1999 and December 31, 1998                                 3

               Condensed Consolidated Statements of Income -
               Three and Nine Months Ended September 30, 1999 and 1998                  4

               Condensed Consolidated Statements of Cash Flows -
               Nine Months Ended September 30, 1999 and 1998                            5

               Notes to Condensed Consolidated Financial Statements                     6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                 8

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISK                                                            21

PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                             22

          SIGNATURES                                                                   23
</TABLE>

                                       2
<PAGE>   3
PART I - FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                              OCULAR SCIENCES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (In thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                                            September 30,      December 31,
                                                                                1999              1998
                                                                              ---------         ---------
                                                                             (unaudited)

<S>                                                                           <C>               <C>
ASSETS

Current Assets:
    Cash and cash equivalents                                                 $  15,684         $  26,520
    Restricted cash                                                                 434               486
    Short-term investments                                                       27,500            19,036
    Accounts receivable, less allowance for sales returns and doubtful
       accounts of $ 1,981 and $ 2,085 for 1999 and 1998, respectively           31,385            25,126
    Inventories                                                                  14,224            12,460
    Deferred income taxes                                                         4,092             4,638
    Loans to officers and employees                                                 150               263
    Prepaid expenses and other current assets                                     7,883             6,495
                                                                              ---------         ---------
           Total Current Assets                                                 101,352            95,024


Property and equipment, net                                                      92,687            62,966
Intangible assets, net                                                            7,834             7,216
Long-term investments                                                             9,605            11,207
Other assets                                                                        163               157
                                                                              ---------         ---------
           Total Assets                                                       $ 211,641         $ 176,570
                                                                              =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable                                                          $   5,750         $   6,003
    Accrued liabilities                                                          13,085            10,512
    Accrued cooperative merchandise allowances                                    7,120             5,854
    Current portion of long-term debt                                             1,206               929
    Deferred income taxes                                                           739                --
    Income and other taxes payable                                                3,628             1,148
                                                                              ---------         ---------
                 Total Current Liabilities                                       31,528            24,446
    Deferred income taxes                                                         4,420             6,640
    Long-term debt, less current portion                                          1,962             2,535
                                                                              ---------         ---------
           Total Liabilities                                                     37,910            33,621




Stockholders' Equity:
    Common stock, $0.001 par value; 80,000,000 shares
       authorized; 22,916,331 and 22,588,118 shares
       issued and outstanding for 1999 and 1998, respectively                        23                23
    Additional paid-in capital                                                   81,164            76,741
    Retained earnings                                                            93,120            66,727
    Accumulated other comprehensive income                                         (576)             (542)
                                                                              ---------         ---------
           Total Stockholders' Equity                                           173,731           142,949
                                                                              ---------         ---------

           Total Liabilities and Stockholders' Equity                         $ 211,641         $ 176,570
                                                                              =========         =========
</TABLE>





     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   4

                              OCULAR SCIENCES, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
                 (In thousands, except share and per share data)


<TABLE>
<CAPTION>
                                              Three months ended                Nine months ended
                                                 September 30,                     September 30,
                                        -----------------------------     -----------------------------
                                            1999             1998             1999              1998
                                        ------------     ------------     ------------     ------------
<S>                                     <C>              <C>              <C>              <C>
Net sales                               $     49,475     $     41,701     $    130,402     $    111,891
Cost of sales                                 17,921           13,053           46,247           34,879
                                        ------------     ------------     ------------     ------------
        Gross profit                          31,554           28,648           84,155           77,012

Selling and marketing expenses                12,139           11,124           32,758           30,370
General and administrative expenses            5,391            5,057           15,511           14,602
Research and development expenses              1,223              386            2,641            1,847
                                        ------------     ------------     ------------     ------------
        Income from operations                12,801           12,081           33,245           30,193

Interest expense                                 (74)             (76)            (213)            (240)
Interest income                                  608              827            1,714            2,092
Other income (expense)                           202             (225)              (4)            (532)
                                        ------------     ------------     ------------     ------------
        Income before taxes                   13,537           12,607           34,742           31,513

Income taxes                                  (3,113)          (3,782)          (8,349)          (9,454)
                                        ------------     ------------     ------------     ------------
        Net income                      $     10,424     $      8,825     $     26,393     $     22,059
                                        ============     ============     ============     ============

Net income per share data:

      Net income per share (basic)      $       0.45     $       0.39     $       1.16     $       0.99
                                        ============     ============     ============     ============

      Net income per share (diluted)    $       0.45     $       0.38     $       1.13     $       0.95
                                        ============     ============     ============     ============

Weighted average common
      shares outstanding                  22,933,623       22,413,359       22,790,938       22,213,744

Weighted average shares of stock
      options under the treasury
      stock method                           420,621          891,136          642,855        1,098,200
                                        ------------     ------------     ------------     ------------
Total weighted average common
      and dilutive potential common
      shares outstanding                  23,354,244       23,304,495       23,433,793       23,311,944
                                        ============     ============     ============     ============
</TABLE>




     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   5

                              OCULAR SCIENCES, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                         Nine months ended September 30,
                                                                         -------------------------------
                                                                               1999         1998
                                                                             --------     --------
<S>                                                                          <C>          <C>
Cash flows from operating activities:
    Net income                                                               $ 26,393     $ 22,059
    Adjustments to reconcile net income to net cash provided by operating
      activities:
        Depreciation and amortization                                           5,880        4,366
        Income tax benefits from stock options exercised                        1,848           --
        Allowances for sales returns and doubtful accounts                        170          922
        Provision for excess and obsolete inventory                               745          823
        Provision for damaged and scrap products                                  576          567
        Provision for property and equipment                                       --          586
        Exchange (gain) loss                                                      (39)         384
        Deferred income taxes                                                    (936)        (156)
      Changes in operating assets and liabilities:
        Accounts receivable                                                    (6,233)      (3,420)
        Inventories                                                            (2,904)        (409)
        Other current and non-current assets                                   (1,409)         567
        Accounts payable                                                         (772)       1,463
        Accrued liabilities                                                     3,587        2,204
        Income and other taxes payable                                          2,503        4,134
                                                                             --------     --------

               Net cash provided by operating activities                       29,409       34,090
                                                                             --------     --------

Cash flows from investing activities:
       Purchase of property and equipment                                     (34,477)     (20,717)
       Purchase of available-for-sale short-term and long-term
            Investments                                                       (26,756)     (23,993)
       Sales and maturities of available-for-sale short-term
         and long-term investments                                             19,510       14,274
       Payment for Australian Acquisition, net of cash acquired                  (497)          --
       Payments from (deposits to) restricted cash                                 47          (10)
                                                                             --------     --------

               Net cash used in investing activities                          (42,173)     (30,446)
                                                                             --------     --------

Cash flows from financing activities:
       Repayment of long-term debt                                               (295)        (288)
       Proceeds from secondary public offering of common stock, net                --          133
       Proceeds from stock options exercised                                    2,208        1,378
                                                                             --------     --------

               Net cash provided by financing activities                        1,913        1,223
                                                                             --------     --------

Effect of exchange rate changes on cash and cash equivalents                       15         (373)
                                                                             --------     --------

               Net (decrease) increase in cash and cash
                 equivalents                                                  (10,836)       4,494

Cash and cash equivalents at beginning of period                               26,520       27,895
                                                                             --------     --------

Cash and cash equivalents at end of period                                   $ 15,684     $ 32,389
                                                                             ========     ========
</TABLE>




See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>   6

                              OCULAR SCIENCES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - BASIS OF PREPARATION

        The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements have been
prepared on the same basis as the audited consolidated financial statements and
include all adjustments, consisting only of normal recurring adjustments,
necessary for the fair statement of the Company's financial condition as of
September 30, 1999 and the results of its operations for the three and nine
month periods ended September 30, 1999 and 1998 and its cash flows for the nine
month periods ended September 30, 1999 and 1998. These condensed consolidated
financial statements should be read in conjunction with the Company's audited
financial statements as of December 31, 1998 and 1997 and for each of the years
in the three-year period ended December 31, 1998, including notes thereto,
included in the Company's Annual Report on Form 10-K. Operating results for the
three and nine month periods ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1999.

NOTE 2 - INVENTORIES

        Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                               September 30,          December 31,
                                                    1999                  1998
                                                  -------                -------
<S>                                               <C>                    <C>
Raw materials                                     $ 2,464                $ 2,867
Work in process                                     1,825                  1,252
Finished goods                                      9,935                  8,341
                                                  -------                -------
                                                  $14,224                $12,460
                                                  =======                =======
</TABLE>

NOTE 3 - ACCUMULATED OTHER COMPREHENSIVE INCOME

         Total comprehensive income for the three months ended September 30,
1999 is $10,444,000, compared with $8,888,000 for the same period a year ago.
The total comprehensive income for the nine months ended September 30, 1999 is
$26,359,000, compared with $22,128,000 for the same period a year ago. Total
comprehensive income includes net income, foreign currency translation
adjustment and net unrealized gains and losses on investments.

NOTE 4 - BANK LINE OF CREDIT

         In the second quarter of 1999, two amendments were made to the credit
agreement in order to extend the maturity date of the revolving line of credit
by one year to June 30, 2001 and to lower the ratio requirements on limitations
of interest to certain defined assets and current assets to current liabilities.

         On October 14, 1999, the Company amended its credit agreement (the
"Amended Credit Agreement"). Under the Amended Credit Agreement, the conversion
date of the Ocular Sciences Puerto Rico term loan was extended from October 31,
1999 to April 30,


                                       6
<PAGE>   7

2000. The term loan facility's negotiated rate option is available only after
May 1, 2000. On May 1, 2000, the then outstanding term loan will become payable
in eighteen quarterly installments of $300,000, beginning July 31, 2000, with
any balance to be paid on October 31, 2004.


NOTE 5 - ACQUISITIONS

         On July 1, and August 2, 1999, the Company completed the acquisitions
of two companies in Australia. Both Companies are contact lens distributors
selling to Australian and New Zealand eyecare practitioners, both in private
practice and in retail optical chains. The purchase price of the first
acquisition is 4.1 times the audited net earnings after taxes ("NEAT"), as
defined in the agreement, of the new Australian entity for the calendar year
2002. The additional payments, if any, will be accounted for as additional
goodwill. The Company paid approximately U.S. $497,000 in connection with both
of these acquisitions at closing. Additionally, 30,000 stock options were issued
in connection with these acquisitions and were valued at approximately $365,000
using the Black-Scholes option-pricing model. These options will vest over five
years. Both purchases were and will be funded with existing cash and cash
equivalents.

         The Company has accounted for the acquisitions under the purchase
method of accounting and accordingly the operating results of both companies are
included in the Company's consolidated financial statements effective the date
of acquisition. The excess of the aggregate purchase price over the fair market
value of net assets acquired is allocated to goodwill and will be amortized on a
straight-line basis over 15 years. Neither of these acquisitions are considered
material to the Company's financial statements.


                                       7
<PAGE>   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        The following discussion should be read in conjunction with the
unaudited Consolidated Financial Statements and notes thereto included in Part I
- Item 1 of this Quarterly Report and the audited Consolidated Financial
Statements and notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

        Except for the historical information contained herein, the matters
discussed in this Form 10-Q are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. These forward-looking statements
involve risks and uncertainties and often depend on assumptions, data or methods
that may be incorrect or imprecise. The Company's future operating results may
differ materially from the results discussed in, or implied by, forward-looking
statements made by the Company. Factors that may cause such differences include,
but are not limited to, competition, manufacturing capacity expansion and
automation, trade practice litigation, fluctuations in operating results,
international operations, the management of growth, new products and
technological change, and the other risks detailed in the Company's Form 10-K
for the year ended December 31, 1998, and other reports filed with the
Securities and Exchange Commission. The Company has identified with a preceding
asterisk ("*"), various sentences within this Form 10-Q which contain such
forward-looking statements, and words such as "believes", "anticipates",
"expects", "future", "intends", "would", "may" and similar expressions are also
intended to identify forward-looking statements. However, the asterisk and these
words are not the exclusive means of identifying such statements. In addition,
the section labeled "Factors That May Affect Future Results", which has no
asterisks for improved readability, consists of numerous forward-looking
statements. The Company undertakes no obligation to revise any of these
forward-looking statements to reflect events or circumstances after the date
hereof.

RESULTS OF OPERATIONS

Overview

               The Company is maintaining its worldwide strategy to market
high-quality contact lenses at competitive prices using a low cost-to-serve
operating structure. The contact lens industry and the Company's business are
characterized by increasing unit sales and declining average selling prices,
resulting primarily from a world-wide shift in demand from lenses marketed for
annual replacement regimens to lenses marketed for disposable replacement
regimens. According to an industry research firm, unit volumes in the U.S.
weekly disposable market grew 5.1% in the third quarter of 1999 as compared to
10.5% in the second quarter of 1999 and low single digit growth in the previous
four quarters. The second quarter growth was substantially caused by the
introduction of the Acuvue 2 lens by the market share leader, the Vistakon
division of Johnson and Johnson, and the resulting shipments of trial sets and
consumer advertising. *The Company also has plans to launch new products into
this market during the fourth quarter of 1999, including a UV inhibited lens and
a new weekly disposable lens for the private practitioner segment. International
growth rates continue in excess of the U.S. market, spurred primarily by demand
in Japan and Europe for lenses marketed for daily disposability.


                                       8
<PAGE>   9

Net Sales


<TABLE>
<CAPTION>
                                      Three Months Ended September 30,
                                       ------------------------------
                                           1999              1998          % Change
                                       ------------      ------------        ----
<S>                                    <C>               <C>                  <C>
U.S.                                   $ 36,245,000      $ 33,164,000         9.3%
As a percentage of net sales                   73.3%             79.5%
International                          $ 13,230,000      $  8,537,000        55.0%
As a percentage of net sales                   26.7%             20.5%
                                       ------------      ------------        ----
Net sales                              $ 49,475,000      $ 41,701,000        18.6%
</TABLE>


<TABLE>
<CAPTION>
                                       Nine Months Ended September 30,
                                       ------------------------------
                                           1999              1998          % Change
                                       ------------      ------------        ----
<S>                                    <C>               <C>                  <C>
U.S.                                   $ 96,238,000      $ 88,836,000         8.3%
As a percentage of net sales                   73.8%             79.4%
International                          $ 34,164,000      $ 23,055,000        48.2%
As a percentage of net sales                   26.2%             20.6%
                                       ------------      ------------        ----
Net sales                              $130,402,000      $111,891,000        16.5%
</TABLE>



        The majority of the Company's net sales are derived from the sale of
lenses marketed for disposable replacement (defined as lenses marketed for
monthly, weekly and daily disposable regimen) regimens. In the three and
nine-month periods ended September 30, 1999, the sale of the Company's lenses
marketed for disposable replacement regimens represented 96.6% and 96.1% of its
total unit volume compared to 93.5% and 92.6%, respectively, for the three and
nine-month periods ended September 30, 1998. The growth in net sales from the
quarter and nine months ended September 30, 1998 to the quarter and nine months
ended September 30, 1999 resulted primarily from increased sales of the
Company's lenses marketed for daily and weekly replacement regimens. A
significant portion of such growth came from international sales, which grew
faster than domestic sales due to the Company's new product launches in Japan
and Europe. The Company is currently experiencing backorders on certain of its
products which has been caused by the delay in the automated production lines.
See "Risk Factors - Manufacturing Capacity Constraints; Risks Associated with
Expansion and Automation of Manufacturing Operations."

        The Company's overall average selling price decreased 24.1% and 24.0%
from the quarter and nine months ended September 30, 1998 to the quarter and
nine months ended September 30, 1999 primarily as a result of the increase in
sales of lenses marketed for daily disposable regimens, which have lower average
selling prices, and the 1998 price reductions on the Company's weekly disposable
products. *The Company expects that the overall average selling price that it
realizes across its products will continue to decline over time because of (i)
shifts in the Company's product mix from lenses marketed for annual replacement
regimens to lenses marketed for disposable replacement regimens, particularly
lenses marketed for daily disposal, and (ii) increases in products sold
internationally to distributors at prices lower than direct sales prices in the
U.S.


                                       9
<PAGE>   10

Gross Profit

<TABLE>
<CAPTION>
                                       Three Months Ended September 30,
                                       -------------------------------
                                           1999              1998         % Change
                                       -------------     -------------    --------
<S>                                    <C>               <C>                 <C>
Gross profit                           $  31,554,000     $  28,648,000       10.1%
As a percentage of net sales                    63.8%             68.7%
</TABLE>

<TABLE>
<CAPTION>
                                       Nine Months Ended September 30,
                                       -------------------------------
                                           1999              1998          % Change
                                       -------------     -------------     --------
<S>                                    <C>               <C>                  <C>
Gross profit                           $  84,155,000     $  77,012,000        9.3%
As a percentage of net sales                    64.5%             68.8%
</TABLE>



        The dollar increase in gross profit from the quarter and nine months
ended September 30, 1998 to the quarter and nine months ended September 30, 1999
was due primarily to increased net sales. Gross profit as a percentage of sales
in the three and nine months ended September 30, 1999 decreased from the
comparable periods in 1998 due to reductions to the Company's average selling
prices, as discussed in "Net Sales", which were partially offset by lower
production costs resulting from the implementation of certain process
improvements and increases in manufacturing volume. *As the Company expects that
its overall average selling price will continue to decline over time due to
product and geographic mix shift, as discussed above in "Net Sales", the Company
will need to continue to reduce its per unit production costs through increased
automation, increased volume and reduced packaging costs in order to improve, or
even to maintain, its gross margin percentage. *The Company is in the process of
adding new, automated production lines at its United Kingdom and Puerto Rico
facilities, which are designed to significantly reduce its per unit cost of
production over time. *However, the Company expects that the initial production
volume from these automated lines will be somewhat limited, and that the full
reduction in production cost per unit will not be achieved until these automated
lines have been operating 12 to 15 months from FDA validation. *The first of the
Company's automated lines is expected to be validated by December 31, 1999. *As
a result, the Company believes that the decline in average selling price in the
near term will exceed the rate of decline in production cost and accordingly,
the Company would expect its gross profit margin percentage to decrease in the
short term, as sales of lower average selling price lenses marketed for daily
replacement regimens increase.


Selling and Marketing Expenses


<TABLE>
<CAPTION>
                                        Three Months Ended September 30,
                                        -------------------------------
                                             1999             1998         % Change
                                        -------------     -------------       ---
<S>                                     <C>               <C>                 <C>
Selling and marketing expenses          $  12,139,000     $  11,124,000       9.1%
As a percentage of net sales                     24.5%             26.7%
</TABLE>

<TABLE>
<CAPTION>
                                        Nine Months Ended September 30,
                                        ------------------------------
                                            1999              1998         % Change
                                        -------------     -------------       ---
<S>                                     <C>               <C>                 <C>
Selling and marketing expenses          $  32,758,000     $  30,370,000       7.9%
As a percentage of net sales                     25.1%             27.1%
</TABLE>



        Selling and marketing expenses are comprised primarily of cooperative
merchandising allowances, sample diagnostic products provided to eyecare
practitioners without charge, salaries, commissions and benefits for selling and
marketing personnel and postage and freight charges not billed to customers.
Cooperative merchandising allowances


                                       10
<PAGE>   11

are reimbursements to encourage the fitting and wearing of the Company's lenses
marketed for disposable replacement regimens. Such activities may include but
are not limited to advertising, in-office promotion, displays and mailings.
These allowances are limited to a percentage of purchases of lenses marketed for
disposable replacement regimens from the Company. The increase in dollars from
the quarter and nine months ended September 30, 1998 to the quarter and nine
months ended September 30, 1999 resulted primarily from increases in
expenditures related to cooperative merchandising allowances, promotional
programs, the size of the U.S. sales force, and royalties which are due on
certain U.K. sales, offset in part by lower diagnostic expenditures. The
decrease in selling and marketing expenses as a percentage of net sales is due
to a reduction in the amount of cooperative merchandising allowances paid on a
per unit basis. *The Company believes selling and marketing expenses,
particularly cooperative merchandising allowances, will continue to grow in
absolute dollars, but will be flat as a percentage of sales through the
remainder of the year.


General and Administrative Expenses


<TABLE>
<CAPTION>
                                       Three Months Ended September 30,
                                        -------------------------------
                                            1999              1998         % Change
                                        -------------     -------------    --------
<S>                                     <C>               <C>                 <C>
General and administrative expenses     $   5,391,000     $   5,057,000       6.6%
As a percentage of net sales                     10.9%             12.1%
</TABLE>


<TABLE>
<CAPTION>
                                        Nine Months Ended September 30,
                                        -------------------------------
                                            1999              1998         % Change
                                        -------------     -------------    --------
<S>                                     <C>               <C>                 <C>
General and administrative expenses     $  15,511,000     $  14,602,000       6.2%
As a percentage of net sales                     11.9%             13.1%
</TABLE>




        General and administrative expenses are comprised primarily of salaries
and benefits for distribution, general and administrative, professional
services, consultants' fees, and non-manufacturing facilities costs. The dollar
increase was due primarily to general and administrative expenses related to the
new Australian subsidiary acquired in July 1999, additional infrastructure
related to the U.K. distribution facility and implementation of the Company's
new operating structure in the first quarter of 1999. Additionally, included in
the expense for the nine months ended September 30, 1998 is a charge of $586,000
related to a custom-built packaging machine which failed factory acceptance
tests and Company specifications. *The Company believes that as net sales grow,
its general and administrative expenses will increase in absolute dollars, but
decrease as a percentage of net sales.


                                       11
<PAGE>   12

Research and Development Expenses


<TABLE>
<CAPTION>
                                       Three Months Ended September 30,
                                       --------------------------------
                                            1999             1998         % Change
                                        ------------     ------------       -----
<S>                                     <C>              <C>                <C>
Research and development expenses       $  1,223,000     $    386,000       216.8%
As a percentage of net sales                     2.5%             0.9%
</TABLE>

<TABLE>
<CAPTION>
                                       Nine Months Ended September 30,
                                       -------------------------------
                                            1999             1998         % Change
                                        ------------     ------------       -----
<S>                                     <C>              <C>                 <C>
Research and development expenses       $  2,641,000     $  1,847,000        43.0%
As a percentage of net sales                     2.0%             1.7%
</TABLE>




         Research and development expenses are comprised primarily of consulting
costs for research and development personnel and in-house labor related to
manufacturing process and new product development. The increase from the quarter
and nine months ended September 30, 1998 to the quarter and nine months ended
September 30, 1999 in dollars, was primarily due to expenditures related to
activities in connection with new product development and the hiring of the new
Vice President of Research and Development in accordance with the Company's
initiative to invest in new product development. *The Company does not believe
that the change in research and development expense from the quarter and nine
months ended September 30, 1998 to the quarter and nine months ended September
30, 1999 is indicative of the Company's long-term research and development
expense growth rate. *Research and development expenses may fluctuate as the
Company hires new employees and increases its focus on new product development.


Interest and Other Income (Expense), Net

<TABLE>
<CAPTION>
                                         Three Months Ended September 30,
                                         --------------------------------
                                               1999           1998        % Change
                                            ----------     ----------       ----
<S>                                         <C>            <C>              <C>
Interest and other income (expense), net    $  736,000     $  526,000       39.9%
As a percentage of net sales                       1.5%           1.3%
</TABLE>

<TABLE>
<CAPTION>
                                          Nine Months Ended September 30,
                                          -------------------------------
                                               1999           1998        % Change
                                            ----------     ----------       ----
<S>                                         <C>            <C>              <C>
Interest and other income (expense), net    $1,497,000     $1,320,000       13.4%
As a percentage of net sales                       1.1%           1.2%
</TABLE>




        The increase in the dollar amount of interest and other income, net from
the quarter and nine months ended September 30, 1998 to the quarter and nine
months ended September 30, 1999 resulted primarily from increase in foreign
currency exchange gains, partially offset by a reduction in interest income due
to lower interest rates on lower invested balances.


                                       12
<PAGE>   13

Income Taxes

<TABLE>
<CAPTION>
                                  Three Months Ended September 30,
                                  --------------------------------
                                      1999                1998           % Change
                                  ------------        ------------       --------
<S>                               <C>                 <C>                  <C>
Income taxes                      $  3,113,000        $  3,782,000        -17.7%
Effective tax rate                        23.0%               30.0%
</TABLE>


<TABLE>
<CAPTION>
                                  Nine Months Ended September 30,
                                  --------------------------------
                                      1999                1998           % Change
                                  ------------        ------------       --------
<S>                               <C>                 <C>                  <C>
Income taxes                      $  8,349,000        $  9,454,000        -11.7%
Effective tax rate                        24.0%               30.0%
</TABLE>


        The Company's lower effective tax rate for the quarter and nine months
ended September 30, 1999 was primarily a result of the implementation of a new
operating structure in March of 1999, which increased the Company's foreign
earnings that are taxed at lower tax rates, and other tax strategies.
Additionally, earnings attributable to the Company's Puerto Rican operations are
partially exempt from U.S. taxation. *The Company anticipates that it will
continue to benefit from the favorable effect of this Puerto Rican partial
exemption through 2001, with limited exemption during the transition period from
2002 through 2006, when the benefit will expire under the current provisions of
the Internal Revenue Code.

LIQUIDITY AND CAPITAL RESOURCES

        At September 30, 1999, the Company had a cash and cash equivalents
balance of $15.7 million, compared to a cash and cash equivalents balance of
$26.5 million at December 31, 1998. The decrease in cash and cash equivalents
was primarily attributable to purchases of property and equipment and purchase
of short-term and long-term investments. Working capital decreased slightly from
$70.6 million at December 31, 1998 to $69.8 million at September 30, 1999. The
Company had $37.1 million in short-term and long-term investments as of
September 30, 1999, compared to $30.2 million as of December 31, 1998.

        In the first nine months of 1999, net cash provided by operating
activities of $29.4 million, was derived principally from net income of $26.4
million, adjusted primarily for depreciation and amortization of $5.9 million,
income tax benefits from stock options exercised of $1.8 million, offset by net
increases in current asset accounts, accrued liabilities and income taxes.

        Net cash used in investing activities in the first nine months of 1999
was $42.2 million. During this period, the Company used $34.5 million to
purchase property and equipment, and $7.2 million for net purchases of
short-term and long-term investments. *The Company anticipates that capital
expenditures will be approximately $17 and $40 million, for the remainder of
1999 and for the 12 months ended December 31, 2000, respectively, as the Company
invests in the implementation of automated production lines at its manufacturing
facilities and the development and construction of a new Puerto Rican
manufacturing facility. *However, the amount of capital expenditures may
increase or decrease, as the Company may accelerate or delay the implementation
of the automated production lines based on market conditions and demand for its
products.

        Net cash provided by financing activities in the first nine months of
1999 was $1.9 million, an increase of $690,000 from the comparable period in
1998, due primarily to the increase in proceeds from stock option exercises in
the first nine months of 1999 as compared to the first nine months of 1998.

        In addition to cash, cash equivalents and short and long-term
investments, the Company has a credit facility with Comerica Bank - California.
Under the Comerica Credit


                                       13
<PAGE>   14

Agreement, the Company and its subsidiary Ocular Sciences Puerto Rico, Inc.
("Ocular Sciences Puerto Rico") can borrow up to an aggregate of $30.0 million.
The Comerica Credit Agreement provides for up to $20.0 million of revolving
credit loans to the Company and up to $10.0 million of term loans to Ocular
Sciences Puerto Rico. Revolving credit borrowings under the Comerica Credit
Agreement bear interest at the bank's base rate or at 1.00% to 1.25% above the
eurodollar rate, and term loans bear interest at the bank's base rate or at
1.25% to 1.50% above the eurodollar rate, in each case with the applicable
margin over the eurodollar rate depending on the Company's ratio of debt to
tangible net worth. As of September 30, 1999, there were no revolving credit
loans outstanding under the Comerica Credit Agreement and $2.4 million of term
loans outstanding with the remaining $7.6 million of term loans available to
finance the construction and development of the Company's planned new Puerto
Rican manufacturing facility. On October 14, 1999, the Company amended this
credit agreement whereby the conversion date of the Ocular Sciences Puerto Rico
term loan was extended to April 30, 2000. The term loan facility's negotiated
rate option is available only after May 1, 2000. On May 1, 2000, the then
outstanding term loan will become payable in eighteen quarterly installments of
$300,000, beginning July 31, 2000, with any balance to be paid on October 31,
2004 (see note 5 to the Condensed Consolidated Financial Statements.) The
Company is required to maintain minimum ratios of debt to tangible net worth and
of current assets to current liabilities, and a minimum tangible net worth.
Borrowings under the Comerica Credit Agreement are secured by a pledge of 100%
of the outstanding common stock of Ocular Sciences Puerto Rico and 65% of the
outstanding capital stock of the Company's Barbados and Canadian subsidiaries.
In addition, the Company and Ocular Sciences Puerto Rico have each guaranteed
the other's borrowings under the Comerica Credit Agreement.

        *The Company believes that its current cash and cash equivalents,
further borrowings available under its credit facilities and its anticipated net
cash flow from operations, will be sufficient to meet its anticipated cash needs
for working capital, contractual commitments and capital expenditures for the
foreseeable future.


YEAR 2000

        Many currently installed computer systems and software products are
unable to distinguish between twentieth century dates and twenty-first century
dates because such systems may have been developed using two digits rather than
four to determine the applicable year. For example, computer programs that have
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This error could result in system failures or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions, send invoices or engage in
similar normal business activities. As a result, many companies' software and
computer systems may need to be upgraded or replaced to comply with such "Year
2000" requirements.

        The Company's business is dependent on the operation of numerous systems
that could potentially be impacted by Year 2000 related problems. Those systems
include, among others: business information control systems used by the Company
to manufacture and deliver products and services to its customers and manage is
business; the internal systems of the Company's customers and suppliers; and
non-information technology systems and services used by the Company in the
management of its business, such as telephone systems and building systems.

        The Company has successfully completed its conversion to a new business
information control system at all but its Canadian subsidiary. In addition to
providing enhanced systems applications, this new global business information
control system will function properly with respect to dates in the Year 2000 and
thereafter. *The Company anticipates that the final implementation at its
Canadian subsidiary, will be completed by December 1, 1999.


                                       14
<PAGE>   15

        The Company has not fully determined the extent to which it may be
impacted by third parties' systems, which may not be Year 2000-compliant. The
Year 2000 computer issue creates risk for the Company from third parties with
whom the Company works on business transactions worldwide. Given the Company's
significant operations in the United Kingdom and Puerto Rico, the Company may be
especially susceptible to Year 2000 problems of third parties in those regions,
as well as in the United States. While the Company has received a significant
number of representations from its suppliers and service providers that their
systems are year 2000 compliant, particularly those deemed to be mission
critical, there can be no assurance that the systems of other companies that the
Company works with or on which the Company's systems rely will be timely
converted, or that any such failure to convert by another company could not have
an adverse effect on the Company.

        At present, the Company has completed an inventory of all information
technology ("IT") and non-IT systems and believes that correction and testing of
all significant IT and non-IT systems is substantially complete. *To date, the
Company's expenditures to review and remedy Year 2000 compliance problems have
not been material, and the Company does not expect such expenditures to be
material in the future. *Continued monitoring of systems and equipment will
occur throughout the remainder of 1999.

        The Company has developed contingency plans to address and mitigate
potential Year 2000 problems that may arise. As part of the Company's
contingency plans, the Company has developed specific plans for each critical
system to allow for interrupted operations to resume in a timely manner.
However, contingency planning for Year 2000 issues is complicated due to the
possibility of multiple and simultaneous incidents, some of which may be outside
of the Company's control, for example, noncompliance of third party systems.
There can be no assurances that if these scenarios do occur, the Company will be
able to respond in a timely manner and resume normal business.

        *The Company believes that its internal operating systems will be Year
2000 compliant before December 31, 1999. *Therefore, the Company believes that
the most reasonably likely worst-case scenario will be that one or more of third
parties with which the Company has a material business relationship will not
have successfully dealt with its Year 2000 issues. *A critical third party
failure (such as telecommunication, utilities or financial institutions) could
have a material adverse affect on the Company by adversely affecting the
Company's ability to manufacture and distribute its products, order and pay for
production materials from suppliers and receive orders and payments from
customers. *Additionally, Year 2000 problems at customers may result in reduced
purchasing by such customers. *It is also possible that one or more of the
Company's internal operating systems will not function properly and make it
difficult to complete routine tasks, such as accounting and other record keeping
duties. *Based on information currently available, the Company does not believe
that it will experience any long-term operating systems failures. *However,
there can be no assurance of this, and the Company intends to continue to
monitor these issues as part of its Year 2000 project and to concentrate its
efforts on minimizing their impact.

        *The foregoing discussion of the Company's Year 2000 readiness includes
forward-looking statements, including estimates of the time frames and costs for
addressing the known Year 2000 issues confronting the Company, and is based on
management's current estimates, which were derived using numerous assumptions.
*There can be no assurance that these estimates will be achieved, and actual
events and results could differ materially from those anticipated. *Specific
factors that might cause such material differences include, but are not limited
to, the availability of personnel with required remediation skills, the ability
of the Company to identify and correct or replace all relevant computer code and
other systems affected by the Year 2000 problem, and the success of third
parties with whom the Company does business in addressing their Year 2000
issues.


                                       15
<PAGE>   16

FACTORS THAT MAY AFFECT FUTURE RESULTS

        The Company's future operating results may differ materially from the
results discussed in, or implied by, forward-looking statements made by the
Company. Factors that may cause such differences include, but are not limited
to, those discussed below and elsewhere in this Report.

        As referenced in the first paragraph of Part 1 - Item 2, this section
consists primarily of forward-looking statements and associated risks but, for
improved readability, does not include asterisks.

        Intense Competition. The market for soft contact lenses is intensely
competitive and is characterized by decreasing prices for many products. The
Company's products compete with products offered by a number of larger companies
including the Vistakon division of Johnson & Johnson ("Johnson & Johnson"), the
Ciba Vision division of Novartis ("Ciba"), Bausch & Lomb, Inc. ("Bausch &Lomb"),
Wesley Jessen VisionCare, Inc. ("Wesley Jessen") and The Cooper Companies, Inc.
("Cooper"). Many of the Company's competitors have substantially greater
financial, manufacturing, marketing and technical resources, greater market
penetration and larger manufacturing volumes than the Company. Among other
things, these advantages may afford the Company's competitors greater ability to
manufacture large volumes of lenses, reduce product prices and influence
customer buying decisions. Additionally, many of the costs involved in producing
contact lenses are relatively fixed, if a manufacturer can increase its volume,
it can generally reduce its per unit costs and thereby increase its flexibility
to reduce prices. The Company's largest competitor reduced its U.S. prices
during the second quarter of 1998, and further restructured its pricing plan in
the fourth quarter of 1998. The Company matched these changes in most respects
in the third and fourth quarters of 1998. The Company's competitors could
continue to reduce prices to achieve the sales volumes necessary to utilize
their capacity, or for other reasons. Price reductions by competitors could make
the Company's products less competitive, and there can be no assurance that the
Company would be able to either match the competitor's pricing plan or reduce
its prices in response. The Company's ability to respond to competitive
pressures by decreasing its prices without adversely affecting its gross margins
and operating results will depend on its ability to decrease its costs per lens.
In response to competition, the Company may also increase cooperative
merchandising allowances or otherwise increase spending, which may adversely
affect its business, financial condition and results of operations. The failure
of the Company to respond to competitive pressures, and particularly price
competition, in a timely manner could have a material adverse effect on the
Company's business, financial condition and results of operations. See "--
Manufacturing Capacity Constraints; Risks Associated with Expansion and
Automation of Manufacturing Operations."

        The market for contact lenses is shifting from lenses marketed for
annual replacement regimens to lenses marketed for weekly and daily disposable
replacement regimens. The weekly disposable replacement market is particularly
competitive and price-sensitive and is currently dominated by the Acuvue product
produced by Johnson & Johnson. The Company believes that the per unit production
costs of Johnson & Johnson and certain of the Company's other competitors are
currently lower than those of the Company. The Company has recently introduced a
lens marketed for daily disposal in Japan and Europe, and is evaluating the
introduction of such a lens in the U.S. The Company's ability to enter and to
compete effectively in the daily market will depend in large part upon the
Company's ability to expand its production capacity and reduce its per unit
production costs. Additionally, over the past few quarters, the growth rate of
U.S. market demand has slowed. Should such trend worsen, it could have a
material adverse effect on the Company's business, financial condition and
results of operations.

        The Company believes that its manufacturing process technology, lens
designs and marketing strategies differentiate it from its leading competitors.
However, there can be no assurance that competitors will not adopt technologies,
lens designs or marketing strategies


                                       16
<PAGE>   17

that are similar to those used by the Company. Any such action by competitors
could have a material adverse effect on the Company's business, results of
operations and financial condition. In this regard, Cooper's acquisition of
Aspect Vision Care Ltd. in December 1997 has given them the ability to market in
the U.S. a new line of contact lenses for weekly and monthly replacement
regimens that utilize a molding process that is based in part on technology also
licensed to and used by the Company. Additionally, Johnson & Johnson has
recently introduced a new lens marketed for weekly replacement, referred to as
Acuvue 2, which Johnson & Johnson claims has superior comfort and handling than
their original Acuvue lens.

        The Company also encounters competition from manufacturers of eyeglasses
and from alternative technologies, such as surgical refractive procedures
(including new refractive laser procedures such as PRK, or photo refractive
keratectomy, and LASIK, or laser in situ keratomileusis). If surgical refractive
procedures become increasingly accepted as an effective and safe technique for
permanent vision correction, they could substantially reduce the demand for
contact lenses by enabling patients to avoid the ongoing cost and inconvenience
of contact lenses. Accordingly, there can be no assurance that these procedures,
or other alternative technologies that may be developed in the future, will not
cause a substantial decline in the number of contact lens wearers and thus have
a material adverse effect on the Company's business, financial condition and
results of operations.

        Manufacturing Capacity Constraints; Risks Associated with Expansion and
Automation of Manufacturing Operations. The Company's success will depend upon
its ability to increase its production volume on a timely basis while
maintaining product quality and lowering per unit production costs.
Manufacturers often encounter difficulties in increasing production volumes,
including problems involving delays, quality control and shortages of qualified
personnel. The Company is currently operating close to, or in certain cases at,
capacity, and while incremental increases in capacity are implemented by the
Company in the ordinary course, the Company expects to need more significant
increases in capacity in the foreseeable future.

        To this end, the Company is currently adding new, highly automated
production technology at its facilities in the United Kingdom and Puerto Rico to
increase its manufacturing capacity and reduce its per unit manufacturing costs.
However, there can be no assurance that the Company will be able to implement
this automated technology on a timely basis or that the automated technology
will operate as efficiently as expected. The Company has encountered delays in
implementing the first line of this automated technology and there can be no
assurance that it will not encounter significant delays and difficulties in the
future. These delays have caused the Company difficulties in meeting customer
demand in certain of its products and delay of the introduction of new products.
Further delays may increase the Company's level of backorders and impact the
Company's ability to meet revenue projections. The new production technology
will involve processes and equipment with which the Company and its personnel
are not experienced. Difficulties experienced by the Company in automating its
manufacturing process could impair the Company's ability to reduce its per unit
production costs and to compete in the weekly and daily disposable replacement
market and, accordingly, could have a material adverse effect on the Company's
business, financial condition and results of operations.

        The Company currently expects that through the end of 2001, it will
invest approximately $40 million in capital expenditures on automated production
lines in the United Kingdom and Puerto Rico and expects to continue to invest in
additional automated production lines after this period. The Company intends to
finance these capital expenditures with net cash provided by operating
activities, existing cash balances and borrowings under its credit facilities.

        The Company is currently experiencing space constraints at its Puerto
Rican facility. The Company is in the process of relocating its Puerto Rican
manufacturing operations to a substantially larger new facility that has been
constructed to the Company's specifications


                                       17
<PAGE>   18

and leased to the Company by the Puerto Rico Industrial Development Company.
Relocation costs will be expensed as incurred, however the Company does not
expect these costs to be material. The facility will be inspected by the U.S.
Food and Drug Administration in order to obtain site approval to make extended
wear lenses. The Company currently expects the inspection to be completed in the
fourth quarter of 1999, with occupancy to be phased in over nine months
thereafter. However, there can be no assurance that the Company will receive all
necessary approvals, or be able to commence production in the new facility,
according to the foregoing schedule.

        Risk of Trade Practice Litigation; Changes in Trade Practices. The
contact lens industry has been the subject of a number of class action and
government lawsuits and government investigations in recent years. In December
1996, over twenty states sued three of the Company's largest competitors, as
well as certain eyecare practitioners and trade organizations. The lawsuit
alleges among other things, a conspiracy among such persons to violate antitrust
laws by refusing to sell contact lenses to mail order and other non-practitioner
contact lens providers, so as to reduce competition in the contact lens
industry. A similar lawsuit was filed by the State of Florida in 1994 and
several similar class action lawsuits were also filed in 1994. One of the
defendants has agreed to settle the lawsuits as to itself by agreeing to sell
contact lenses to mail-order and other alternative distribution channels, and to
make substantial cash and product rebates available to consumers.

        In an unrelated matter, one of the Company's largest competitors was
sued in a national class action lawsuit brought in the Federal District Court in
the Northern District of Alabama in 1994 (the "Alabama Lawsuit"). This suit
alleged that the defendant engaged in fraudulent and deceptive practices in the
marketing and sale of contact lenses by selling identical contact lenses, under
different brand names and for different replacement regimens, at different
prices. The defendant subsequently modified certain of its marketing practices
and ultimately settled the lawsuit in August 1996 by making substantial cash and
product payments available to consumers. In August 1997, such competitor also
settled an investigation by 17 states into similar matters by agreeing to
certain restrictions on its future contact lens marketing practices and making
certain payments to each of the states. In October 1996, a class action lawsuit
was brought against another of the Company's largest competitors in the Superior
Court of New Jersey-Camden (the "New Jersey Lawsuit"). This suit alleges that
the defendant engaged in fraudulent and deceptive practices in the marketing and
sale of contact lenses by selling interchangeable contact lenses, under
different brand names and for different replacement regimens, at different
prices. The suit was certified as a national class action in December 1997.

        Although the Company has not been named in any of the foregoing
lawsuits, the Company from time to time receives claims or threats similar to
those brought against its competitors, and in one circumstance a suit was filed
against the Company making allegations similar to those made in the Alabama and
New Jersey Lawsuits, which suit was dismissed without prejudice for
non-substantive reasons. There can be no assurance that the Company will not
face similar actions relating to its marketing and pricing practices or other
claims or lawsuits in the future. The defense of any such action, lawsuit or
claim could result in substantial expense to the Company and significant
diversion of attention and effort by the Company's management personnel. There
can be no assurance that any such lawsuit would be settled or decided in a
manner favorable to the Company, and a settlement or adverse decision in any
such action, lawsuit or claim could have a material adverse effect on the
Company's business, financial condition and results of operations.

        In addition to the foregoing lawsuits, there is substantial federal and
state governmental regulation related to the prescribing of contact lenses.
These regulations relate to who is permitted to prescribe and fit contact
lenses, the prescriber's obligation to provide prescriptions to its patients,
the length of time a prescription is valid, the ability or obligation of
prescribers to prescribe lenses by brand rather than by generic equivalent or
specification, and other matters. Although these regulations primarily affect
contact lens prescribers, and not manufacturers or distributors of lenses such
as the Company, changes in these


                                       18
<PAGE>   19

regulations, or their interpretation or enforcement, could adversely affect the
effectiveness of the Company's marketing strategy to eyecare practitioners, most
notably the effectiveness of the Company's channel-specific and private label
branding strategies. Additionally, given the Company's strategic emphasis on
focusing its marketing efforts on eyecare practitioners, the Company may be more
vulnerable than its competitors to changes in current trade practices. Finally,
although cost controls or other requirements imposed by third party health-care
payors such as insurers and health maintenance organizations have not
historically had a significant effect on contact lens prices or distribution
practices, this could change in the future, and could adversely affect the
Company's business, financial condition and results of operations. Adverse
regulatory or other decisions affecting eyecare practitioners, or material
changes in the selling and prescribing practices for contact lenses, could have
a material adverse effect on the Company's business, financial condition and
results of operations.

        Fluctuations in Operating Results; Decreasing Average Sales Prices. The
Company's quarterly operating results have varied significantly in the past and
are likely to vary significantly in the future based upon a number of factors.
The Company's quarterly results can be affected significantly by pricing changes
by the Company or its competitors, the Company's ability to increase
manufacturing capacity efficiently and to reduce per unit manufacturing costs,
the time and costs involved in expanding existing distribution channels and
establishing new distribution channels, discretionary marketing and promotional
expenditures such as cooperative merchandising allowances paid to the Company's
customers, timing of the introduction of new products by the Company or its
competitors, inventory shortages, timing of regulatory approvals and other
factors. The Company's customers generally do not have long-term commitments to
purchase products and products are generally shipped as orders are received.
Consequently, quarterly sales and operating results depend primarily on the
volume and timing of orders received during the quarter, which are difficult to
forecast. A significant portion of the Company's operating expenses is
relatively fixed, and planned expenditures are based on sales forecasts. If
sales levels fall below expectations, operating results could be materially
adversely affected. In particular, the affect on net income may be
proportionately greater than net sales because only a portion of the Company's
expenses varies with net sales in the short term. In response to competition,
the Company may reduce prices, increase cooperative merchandising allowances or
otherwise increase marketing expenditures, and such responses may adversely
affect the Company's business, financial condition and results of operations.
Due to the foregoing factors, the Company believes that period-to-period
comparisons of its results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance. The Company
expects that the overall average selling price that it realizes across its
products will decline over time because of (i) shifts in the Company's product
mix from lenses marketed for annual replacement regimens to lenses marketed for
disposable replacement regimens, and (ii) increases in products sold
internationally through distributors at prices lower than direct sales prices.

        The Company does not expect there to be significant growth in its sales
of lenses marketed for annual or monthly replacement. Accordingly, the Company
will need to continue to reduce its per unit production costs through increased
automation, increased volume and reduced packaging costs in order to improve or
maintain, its gross margins.

        Risks Relating to International Operations; Need to Increase Sales in
International Markets. In 1997, 1998 and the third quarter of 1999, the
Company's international sales represented approximately 21%, 22% and 27%,
respectively, of the Company's net sales. In addition, a substantial portion of
the Company's products are manufactured in the United Kingdom. As a result, the
Company's business is subject to the risks generally associated with doing
business abroad, such as foreign consumer preferences, changes in currency
exchange rates, longer accounts receivable payment cycles, and foreign tax laws
or tariffs. These factors, among others, could materially adversely affect the
Company's ability to sell its products in international markets. The regulation
of medical devices in a number of jurisdictions, particularly in the European
Union, continues to develop, and there can be no


                                       19
<PAGE>   20

assurance that new laws or regulations will not have a material adverse effect
on the Company's business, financial condition and results of operations.

        A portion of the Company's sales and expenditures are collected or paid
in currencies other than the U.S. dollar. Therefore, the Company's operating
results are affected by fluctuations in foreign currency exchange rates. In the
third quarter and nine-months ended September 30, 1999, the Company had an
exchange gain of $224,000 and $39,000, respectively, primarily relating to
changes in exchange rate between the U.S. dollar, British Pound and the Canadian
dollar. The Company does not generally hedge its currency risk, and accordingly
there can be no assurance that in the future exchange rate movements will not
have a material adverse effect on the Company's sales, gross profit, operating
expenses or foreign currency exchange gains and losses.

        The Company's continued growth is dependent on the expansion of
international sales of its products. This expansion will involve operations in
markets with which the Company is not experienced and there can be no assurance
that the Company will be successful in capturing a significant portion of these
markets for contact lenses. In many of these markets the Company is dependent on
the efforts of distributors, and there can be no assurance that the distributors
will be successful or that they will maintain their relationship with the
Company. In addition, the Company will not be able to market and sell its
products in certain international markets until it obtains regulatory approval.
The Company has recently received regulatory approval to have certain of its
products sold in Japan and has forecast significant sales in that country.
However, the Company's products are new to Japan and there can be no assurance
that sales will meet expectations. The failure of the Company to increase its
international sales substantially could have a material adverse effect on the
Company's business, financial condition and results of operations.

        Uncertain Ability to Manage Growth; Risks Associated with Implementation
of New Management Information Systems and Year 2000 Related Problems. The
Company has experienced rapid growth in recent years. Continued rapid growth may
place significant strain on management, operational infrastructure, working
capital and financial and management control systems. Growth in the Company's
business has required, and is expected to continue to require, significant
personnel management and other infrastructure resources. The Company's ability
to manage any future growth effectively will require it to attract, train,
motivate and manage new employees successfully, to integrate new employees into
its overall operations and to continue to improve its operational, financial and
management information systems.

        The Company's business is dependent on the operation of numerous systems
that could potentially be impacted by Year 2000 related problems. Those systems
include, among others: business information control systems used by the Company
to manufacture and deliver products and services to its customers and manage is
business; the internal systems of the Company's customers and suppliers; and
non-information technology systems and services used by the Company in the
management of its business, such as telephone systems and building systems.

        The Company has successfully completed its conversion to a new business
information control system at all but its Canadian subsidiary. In addition to
providing enhanced systems applications, this new global business information
control system will function properly with respect to dates in the Year 2000 and
thereafter. The Company anticipates that the final implementation at its
Canadian subsidiary, will be completed by December 1, 1999. However, the Company
could experience unanticipated delays in the implementation of the remaining
system in Canada, which could cause significant disruption in that subsidiary's
operation and have an adverse impact on the Company's ability to access timely
and accurate consolidated financial and operating information.

        The Company has not fully determined the extent to which it may be
impacted by third parties' systems, which may not be Year 2000-compliant. The
Year 2000 computer


                                       20
<PAGE>   21

issue creates risk for the Company from third parties with whom the Company
works on business transactions worldwide. Given the Company's significant
operations in the United Kingdom and Puerto Rico, the Company may be especially
susceptible to Year 2000 problems of third parties in those regions, as well as
in the United States. While the Company has received a significant number of
representations from its suppliers and service providers that their systems are
year 2000 compliant, particularly those deemed to be mission critical, there can
be no assurance that the systems of other companies that the Company works with
or on which the Company's systems rely will be timely converted, or that any
such failure to convert by another company could not have an adverse effect on
the Company.

        At present, the Company has completed an inventory of all IT and non-IT
systems and believes that correction and testing of all significant IT and
non-IT systems is substantially complete. However, there can be no assurance
that the Company has identified all of the potential problem areas related to
the Year 2000 issue and that failure to do so may have an adverse effect on the
Company. See "-- Management's Discussion and Analysis of Financial Condition and
Results of Operation - Year 2000."

        Risk of New Products and Technological Change. The Company does not
allocate substantial resources to new product development and has historically
leveraged or licensed the technology developments of others. The Company
believes that many of its competitors have invested, and will continue to
invest, substantial amounts in developing new products and technologies, and
there can be no assurance that the Company's competitors do not have or will not
develop new products and technologies that could render the Company's products
less competitive. For example, Bausch & Lomb has received FDA approval to market
a contact lens based on a new polymer for seven day continuous wear, and it has
been reported that it will seek approval for longer continuous wear. It has also
been reported that Ciba is developing a similar lens. Additionally, certain of
the Company's competitors have or are believed to be developing a toric lens
marketed for weekly disposal. There can be no assurance that the Company will be
able to develop its own technology or utilize technology developed by third
parties in order to compete in these products. Any failure by the Company to
stay current with its competitors with regard to new product offerings and
technological changes and to offer products that provide performance that is at
least comparable to competing products could have a material adverse effect on
the Company's business, financial condition and results of operations.

        Risks of Regulatory Action; Product Liability; Product Recall. The
Company's products and manufacturing facilities are subject to stringent
regulation by the FDA and by various governmental agencies for the states and
localities in which the Company's products are manufactured and/or sold, as well
as by governmental agencies in certain foreign countries in which the Company's
products are manufactured and/or sold. In addition, the Company has in the past
been and continues to be, subject to occasional product liability claims and
lawsuits. The Company also undertakes product recalls from time to time, and
while such recalls have not historically had a material adverse effect on the
Company, there can be no assurance that such will not occur in the future.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There has been no material change in the Company's assessment of its
sensitivity to market risk since its presentation set forth in Item 7A,
"Quantitative and Qualitative Disclosures About Market Risk," in its Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.


                                       21
<PAGE>   22

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

The following exhibits are filed herewith:

<TABLE>
<CAPTION>
Exhibit
Number                                      Exhibit Title
-------                                     -------------
<S>            <C>
5.01     -     Amendment Number Four to Amended and Restated Credit Agreement  among
               Ocular Sciences, Inc., Ocular Sciences Puerto Rico, Inc. and Comerica Bank -
               California, dated October 14, 1999

5.02     -     Inter-Company Loan Agreement among Ocular Sciences, Inc., and Precision Lens
               Manufacturing and Technology, Inc., dated March 1, 1999

21.01    -     List of Subsidiaries

27.01    -     Financial Data Schedule
</TABLE>

          (b) Reports on Form 8-K

The Company did not file a report on Form 8-K during the quarter ended September
30, 1999.


                                       22
<PAGE>   23

                                   SIGNATURES

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 thereunto duly authorized.



                                    OCULAR SCIENCES, INC.
                                    (Registrant)




Date: November 15, 1999       /s/ Gregory E. Lichtwardt
                              -----------------------------------
                              Gregory E. Lichtwardt
                              Vice President, Finance,
                              Chief Financial Officer, and Treasurer
                              (Duly Authorized Officer and Chief
                              Accounting Officer)


                                       23

<PAGE>   24

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number                                      Exhibit Title
-------                                     -------------
<S>            <C>
5.01     -     Amendment Number Four to Amended and Restated Credit Agreement  among
               Ocular Sciences, Inc., Ocular Sciences Puerto Rico, Inc. and Comerica Bank -
               California, dated October 14, 1999

5.02     -     Inter-Company Loan Agreement among Ocular Sciences, Inc., and Precision Lens
               Manufacturing and Technology, Inc., dated March 1, 1999

21.01    -     List of Subsidiaries

27.01    -     Financial Data Schedule
</TABLE>