##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-K/A
Amendment No. 1
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended:
    
    Commission file number:December 31, 2005
    
    000  30733
 
 AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
  Delaware
    
    41-1978822(State of Incorporation)
    
    (IRS Employer Identification No.)
 10700 Bren Road West
Minnetonka, Minnesota 55343
  952-930-6000
 
 Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
 
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ




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TABLE OF CONTENTS  PART IIIItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 15. Exhibits and Financial StatementsSIGNATURESEXHIBIT INDEXCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302    Table of Contents  EXPLANATORY NOTE
   1.
    
    the number of shares acquired on exercise and the dollar value realized upon exercise for
Douglas W. Kohrs in the table titled Aggregated Option Exercises in 2005 and 2005 Year-end
Option Values contained in Item 11 in Part III thereof, in particular adjusting these numbers
for the 2-for-1 stock split that was effective on March 21, 2005,2.
    
    the number shares of common stock issued and the number of shares available for future
issuance under our Employee Stock Purchase Plan contained under the heading Executive
Compensation and Other BenefitsSecurities Authorized for Issuance Under Equity Compensation
Plans in Items 11 and 12 in Part III thereof, in particular accurately reflecting these
numbers as of December 31, 2005, rather than year-end 2004, and3.
    
    the number of shares of common stock available for future issuance under our Employee Stock
Purchase Plan as reflected in the table titled Equity Compensation Plan Information
contained in Items 11 and 12 in Part III thereof, in particular accurately reflecting this
number as of December 31, 2005, rather than year-end 2004.
  -2-




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##### Table of Contents



PART III
 
 Item 11. Executive Compensation
  EXECUTIVE COMPENSATION AND OTHER BENEFITS
 Summary of Compensation
  Summary Compensation Table
 
 Long-TermCompensation:SecuritiesUnderlyingAnnual Compensation
    
    Option
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards(5)
    
    CompensationMartin J. Emerson (1)
    
    
    2005
    
    
    $
    299,615
    
    
    $
    144,226
    
    
    
    200,000
    
    
    $
    21,059
    (6)President and
    
    
    2004
    
    
    $
    248,961
    
    
    $
    98,428
    
    
    
    100,000
    
    
    $
    15,800Chief Executive Officer
    
    
    2003
    
    
    $
    215,000
    
    
    
    
    
    
    
    160,000
    
    
    $
    12,754Carmen L. Diersen(2)
    
    
    2005
    
    
    $
    243,846
    
    
    $
    94,228
    
    
    
    100,000
    
    
    $
    14,877
    (7)Executive Vice President,
    
    
    2004
    
    
    $
    190,192
    
    
    $
    84,420
    
    
    
    460,000
    
    
    $
    16,280Chief Financial Officer and
Corporate SecretaryRoss A. Longhini
    
    
    2005
    
    
    $
    238,969
    
    
    $
    92,304
    
    
    
    80,000
    
    
    $
    16,275
    (8)Executive Vice President and
    
    
    2004
    
    
    $
    227,361
    
    
    $
    98,428
    
    
    
    100,000
    
    
    $
    11,438Chief Technology Officer
    
    
    2003
    
    
    $
    215,000
    
    
    
    
    
    
    
    400,000
    
    
    $
    69,022Lawrence W. Getlin
    
    
    2005
    
    
    $
    216,277
    
    
    $
    70,363
    
    
    
    50,000
    
    
    $
    16,108
    (9)Senior Vice President, Regulatory,
    
    
    2004
    
    
    $
    208,682
    
    
    $
    67,110
    
    
    
    40,000
    
    
    $
    13,657Medical Affairs and Quality Systems
    
    
    2003
    
    
    $
    200,000
    
    
    
    
    
    
    
    70,000
    
    
    $
    12,861and Corporate Compliance OfficerJohn F. Nealon(3)
    
    
    2005
    
    
    $
    202,587
    
    
    $
    66,698
    
    
    
    90,000
    
    
    $
    21,313
    (10)Senior Vice President, Business
    
    
    2004
    
    
    $
    168,615
    
    
    $
    67,110
    
    
    
    30,000
    
    
    $
    12,421Development
    
    
    2003
    
    
    $
    160,000
    
    
    $
    20,416
    
    
    
    50,000
    
    
    $
    10,813Douglas W. Kohrs (4)
    
    
    2005
    
    
    $
    127,423
    
    
    $
    48,076
    
    
    
    0
    
    
    $
    3,972
    (11)Former Chairman of the Board and
    
    
    2004
    
    
    $
    330,846
    
    
    $
    192,383
    
    
    
    200,000
    
    
    $
    3,557former Chief Executive Officer
    
    
    2003
    
    
    $
    304,039
    
    
    
    
    
    
    
    300,000
    
    
    $
    2,444
 
 1.
    
    Mr. Emerson was promoted from President and Chief Operating Officer to President and Chief
Executive Officer on January 4, 2005. -3-




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2.
    
    Ms. Diersens first day of employment was March 9, 2004.3.
    
    Mr. Nealon was promoted from Vice President, Global Marketing to Senior Vice President,
Business Development on May 2, 2005.4.
    
    Mr. Kohrs served as Chief Executive Officer until January 4, 2005 and as Chairman of the
Board until March 21, 2006. Effective February 14, 2005, Mr. Kohrs annual base salary was
adjusted to $100,000.5.
    
    The number of shares underlying stock options granted in 2003 and 2004 have been adjusted to
reflect a 2-for-1 split of our common stock on March 21, 2005.6.
    
    All Other Compensation for Mr. Emerson for the year 2005 includes matching contributions
under our Savings and Investment Plan and our Nonfunded Deferred Compensation and Supplemental
Savings Plan in the amounts of $8,200 and $8,887, respectively, and contributions under our
profit sharing plan in the amount of $3,972.7.
    
    All Other Compensation for Ms. Diersen for the year 2005 includes matching contributions
under our Savings and Investment Plan and our Nonfunded Deferred Compensation and Supplemental
Savings Plan in the amounts of $5,628 and $5,277, respectively, and contributions under our
profit sharing plan in the amount of $3,972.8.
    
    All Other Compensation for Mr. Longhini for the year 2005 includes matching contributions
under our Savings and Investment Plan and our Nonfunded Deferred Compensation and Supplemental
Savings Plan in the amounts of $7,712 and $4,591, respectively, and contributions under our
profit sharing plan in the amount of $3,972.9.
    
    All Other Compensation for Mr. Getlin for the year 2005 includes matching contributions under
our Savings and Investment Plan and our Nonfunded Deferred Compensation and Supplemental
Savings Plan in the amounts of $7,188 and $4,050, respectively, contributions under our profit
sharing plan in the amount of $3,972, and vacation payout in the amount of $898.10.
    
    All Other Compensation for Mr. Nealon for the year 2005 includes matching contributions under
our Savings and Investment Plan and our Nonfunded Deferred Compensation and Supplemental
Savings Plan in the amounts of $3,781 and $7,422, respectively, contributions under our profit
sharing plan in the amount of $3,972, and vacation payout in the amount of $6,138.11.
    
    All Other Compensation for Mr. Kohrs for the year 2005 includes contributions under our
profit sharing plan in the amount of $3,972. -4-




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Option Grants and Exercises in 2005
  Stock Option Grants in 2005
 
 Potential RealizableNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value At Assumed AnnualSecurities
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rates of Stock PriceUnderlying
    
    Percent of Total
    
    Exercise
    
    
    
    
    
    Appreciation For OptionOptions
    
    Options Granted to
    
    or Base Price Per
    
    Expiration
    
    Term (2)Name
    
    Granted (1)
    
    Employees In 2005
    
    Share
    
    Date
    
    5 percent
    
    10 percentMartin J. Emerson
    
    
    200,000
    
    
    
    10.0
    %
    
    $
    19.69
    
    
    
    5/05/2012
    
    
    $
    1,518,735
    
    
    $
    3,619,125Carmen L. Diersen
    
    
    100,000
    
    
    
    5.0
    %
    
    $
    19.69
    
    
    
    5/05/2012
    
    
    $
    759,368
    
    
    $
    1,809,562Ross A. Longhini
    
    
    80,000
    
    
    
    4.0
    %
    
    $
    19.69
    
    
    
    5/05/2012
    
    
    $
    607,494
    
    
    $
    1,447,650Lawrence W. Getlin
    
    
    50,000
    
    
    
    2.5
    %
    
    $
    19.69
    
    
    
    5/05/2012
    
    
    $
    379,684
    
    
    $
    904,781John F. Nealon
    
    
    50,000
    
    
    
    2.5
    %
    
    $
    19.72
    
    
    
    1/23/2012
    
    
    $
    331,750
    
    
    $
    838,974John F. Nealon
    
    
    40,000
    
    
    
    2.0
    %
    
    $
    19.69
    
    
    
    5/05/2012
    
    
    $
    303,747
    
    
    $
    723,825Douglas W. Kohrs
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1.
    
    Twenty-five percent of the shares underlying these options initially vested on
December 31, 2005. The remaining shares underlying the options vest in 6.25 percent
increments on the last day of each calendar quarter after the initial vesting date, as
long as the named executive officer is providing services on each of these dates, so that
the entire option is fully vested four years after the date of grant. All of these
options were granted under our 2005 Stock Incentive Plan. See Change in Control
Arrangements below for a discussion of the treatment of options in the event we
experience a change in control.2.
    
    In accordance with the rules of the Securities and Exchange Commission, the amounts
shown on this table represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains are based on
assumed rates of stock appreciation of 5 percent and 10 percent compounded annually from
the date the options were granted until their expiration date, and do not reflect our
estimates of our future common stock prices. The gains shown are net of the option
price, but do not include deductions for taxes or other expenses associated with the
exercise. Actual gains, if any, on stock option exercises will depend upon the future
performance of our common stock, the executives continued employment with us or our
subsidiaries, and the date on which the options are exercised. The amounts represented
in this table might not be achieved.  -5-




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Aggregated Option Exercises in 2005 and 2005 Year-end Option Values
 
 Number of Securities
    
    Value Of Unexercised In-The-Shares
    
    
    
    
    
    Underlying Unexercised
    
    Money OptionsAcquired on
    
    
    
    
    
    Options at December 31, 2005
    
    at December 31, 2005 (1)Name
    
    Exercise
    
    Value Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableMartin J. Emerson (2)
    
    
    455,000
    
    
    $
    6,824,103
    
    
    
    220,000
    
    
    
    245,000
    
    
    $
    1,165,488
    
    
    $
    588,658Carmen L. Diersen
    
    
    0
    
    
    
    0
    
    
    
    226,250
    
    
    
    333,750
    
    
    $
    716,953
    
    
    $
    921,797Ross A. Longhini
    
    
    25,000
    
    
    $
    319,250
    
    
    
    345,000
    
    
    
    210,000
    
    
    $
    2,877,750
    
    
    $
    1,143,500Lawrence W. Getlin
    
    
    0
    
    
    
    0
    
    
    
    368,776
    
    
    
    78,124
    
    
    $
    4,811,415
    
    
    $
    258,629John F. Nealon
    
    
    0
    
    
    
    0
    
    
    
    275,000
    
    
    
    95,000
    
    
    $
    1,899,063
    
    
    $
    170,688Douglas W. Kohrs
    
    
    450,852
    
    
    $
    8,409,946
    
    
    
    1,064,774
    
    
    
    184,374
    
    
    $
    13,441,316
    
    
    $
    1,122,788
 
 1.
    
    Represents the difference between $17.99, the fair market value of our common stock on
December 31, 2005, and the exercise price of in-the-money options, without consideration
of applicable income taxes.2.
    
    In February 2005, Mr. Emerson exercised options to purchase 455,000 shares of common
stock. He sold 200,000 shares acquired upon exercise of these options to pay the
exercise price and applicable income and employment-related taxes. Mr. Emerson
transferred the remaining 255,000 shares acquired upon exercise of these options to his
former spouse pursuant to a Marital Termination Agreement, which was confirmed in a
domestic relations order in March 2005. Additionally, Mr. Emerson transferred options to
purchase 139,978 shares of common stock to his former spouse pursuant to such agreement.
The number of options and value of unexercised in-the-money options in the table reflect
these options held by his former spouse. Securities Authorized for Issuance Under Equity Compensation Plans
  -6-




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Equity Compensation Plan Information
 
 Column A:
    
    Column B:
    
    Column C:Number of Securities
    
    Weighted-
    
    Number of Securities RemainingTo Be Issued Upon
    
    Average Exercise
    
    Available For Future IssuanceExercise of
    
    Price of
    
    Under Equity CompensationOutstanding
    
    Outstanding
    
    Plans (Excluding SecuritiesPlan Category
    
    Options
    
    Options
    
    Reflected In Column A)Equity compensation
plans approved by
stockholders
    
    
    7,947,650
    
    
    $
    11.97
    
    
    
    6,027,028Equity compensation
plans not approved
by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    7,947,650
    
    
    $
    11.97
    
    
    
    6,027,028
 
  Executive Employment Agreements
   
    
    If we terminate the executive without cause, we are required to continue
to pay the executive his or her salary and provide health and welfare benefits for
twelve months following termination. In certain cases, we would also be required to
pay a portion of any incentive bonus for the year in which termination occurs. If the
executive accepts other employment during the twelve-month period, we would be entitled
to deduct compensation that he or she receives from a new employer from the salary we
are obligated to pay during the twelve-month period.
 -7-




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
    
    If we terminate the executive without cause, or if the executive
terminated employment for a good reason, such as diminution in responsibility or
relocation, during the twelve-month period immediately following a change of control,
we (or our successor) would be required to pay the executive a lump sum equal to his or
her annual salary, plus his or her target bonus; provide, at our cost, continuation of
health and welfare benefits for twelve months; and all issued and outstanding options
would immediately vest and be exercisable.
    
    In addition, if any payments (including the acceleration of stock options)
made by us to the executive in connection with a change in control were subject to
excise tax we would be required to make an additional cash gross-up payment to the
executive in an amount such that after payment by the executive of all taxes, including
any excise tax imposed upon the gross-up payment, the executive would retain an amount
of the gross-up payment equal to the excise tax.
 Change in Control Arrangements
 2000 Equity Incentive Plan
   
    
    a reorganization, merger, consolidation or disposition of all or
substantially all of our assets, unless following such transaction:
 
    
    our stockholders beneficially own more than 60 percent of the issued and
outstanding stock of the resulting entity after the transaction;
    
    no non-affiliate owns 50 percent or more (on a fully diluted basis)
of the issued and outstanding stock of the resulting entity after the transaction;
and
    
    at least a majority of the members of the board of the resulting
entity had been members of the board at the time of the transaction;
 
    
    the sale of at least 80 percent of our assets to an unrelated party;
    
    the approval by our stockholders of a complete liquidation or dissolution
of our company;
    
    any unrelated party purchased 50 percent or more of our then issued and
outstanding shares of common stock, taking into account shares that could be issued
upon the
 -8-




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exercise of outstanding stock options, or 50 percent or more of the combined voting
power of our then outstanding securities ordinarily having the right to vote at the
election of directors; or
 
    
    the current members of the board, or future members of the board who were
approved by at least two-thirds of our current board, ceased to constitute at least a
majority of the board.
 2005 Stock Incentive Plan
    
    
    Any individual, entity or group acquires beneficial ownership of 50% or
more (on a fully diluted basis) of the then-outstanding shares of our common stock or
the combined voting power of our then-outstanding voting securities. However, a change
in control will not occur in any such acquisition by certain permitted holders, which
are AMS or any affiliate, any employee benefit plan (or related trust) sponsored or
maintained by AMS or any affiliate, or any corporation in a transaction that complies
with clauses (A), (B) and (C), in the bullet point immediately below.
    
    A reorganization, merger or consolidation or sale or other disposition of
all or substantially all of our assets is consummated, unless, following any such
transaction: (A) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of our outstanding common stock and of our outstanding
voting securities immediately prior to the transaction beneficially own more than 60%
of the outstanding shares of stock and the combined voting power of the successor
corporation, in substantially the same proportions as their ownership prior to the
 -9-




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transaction; (B) no person (excluding any permitted holder, as discussed above)
beneficially owns 50% or more (on a fully diluted basis) of the then-outstanding shares
of common stock or the combined voting power of the then-outstanding voting securities
of the successor corporation, except to the extent that such ownership existed prior to
the transaction; and (C) at least a majority of the members of the board of directors of
the successor corporation were members of our board of directors at the time the initial
agreement providing for the transaction was executed.
 
    
    Our stockholders approve a complete liquidation or dissolution of AMS.
    
    At least 80% of our assets are sold to an unrelated party, or any similar
transaction is completed.
    
    The directors holding office as of the effective date of the 2005 Stock
Incentive Plan, or any subsequent director whose election or nomination was approved by
a vote of at least two-thirds of the directors who then comprised the board of
directors immediately prior to such vote, cease to constitute at least a majority of
the members of our board of directors.
 Employment Agreements
  Non-funded Deferred Compensation and Supplemental Savings Plan
  Compensation Committee Interlocks and Insider Participation
  -10-




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Stock Performance Graph
   
 
 12/29/00
    
    
    12/28/01
    
    
    12/27/02
    
    
    1/02/04
    
    
    12/31/04
    
    
    12/30/05AMS common stock
    
    
    100.00
    
    
    
    133.23
    
    
    
    102.24
    
    
    
    137.76
    
    
    
    263.37
    
    
    
    224.63Comparable Company Index
    
    
    100.00
    
    
    
    95.17
    
    
    
    90.18
    
    
    
    114.99
    
    
    
    130.55
    
    
    
    139.22Nasdaq Market Index
    
    
    100.00
    
    
    
    79.71
    
    
    
    55.60
    
    
    
    83.60
    
    
    
    90.63
    
    
    
    92.62
 
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   -11-




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Item 15. Exhibits and Financial Statements
 (a)
    
    None.(b)
    
    See the Exhibit Index to this Amendment for a list of exhibits included herewith.
 -12-




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SIGNATURES
  Dated: June 19, 2006
    AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.By:
    /s/ MARTIN J. EMERSONMartin J. EmersonPresident and Chief Executive Officer -13-




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EXHIBIT INDEX
 Exhibit
    
    DescriptionNumber31.1
    
    Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
 -14-