---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

### FORM 10-Q

(Mark One)

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended June 30, 2004OR[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from  to .


Commission File Number: 0-27605

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VASCULAR SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

Minnesota(State or other jurisdiction of incorporation or organization)
41-1859679
(IRS Employer Identification No.)


6464 Sycamore Court
Minneapolis, MN 55369
(Address of Principal Executive Offices, including zip code)

(763) 656-4300
(Registrants telephone number, including area code)

Not Applicable(Former name, former address and formerfiscal year, if changed since last report)

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
[X]   No
[   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes
[   ]  No [X]

The registrant had 14,183,435 shares of common stock, $.01 par value per share, outstanding as of July 30, 2004.

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# VASCULAR SOLUTIONS, INC.TABLE OF CONTENTS

|                                                                                                                  |  | Page | 
|----------------------------------------------------------------------------------------------------------------- |  | ---- | 
|PART I. FINANCIAL INFORMATION                                                                                     |  |      | 
|                                                                                                                 
|Item 1.
Financial Statements (Unaudited)                                                                          | 
|                                                                                                                 
|Consolidated
Balance Sheets                                                                                       |  | 2    | 
|                                                                                                                 
|Consolidated
Statements of Operations                                                                             |  | 3    | 
|                                                                                                                 
|Consolidated
Statements of Cash Flows                                                                             |  | 4    | 
|                                                                                                                 
|Notes
to Unaudited Consolidated Financial Statements                                                              |  | 5    | 
|                                                                                                                 
|Item 2.
Management's Discussion and Analysis of Financial Condition and                     Results of Operations |  | 8    | 
|                                                                                                                 
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                                |  | 16   | 
|                                                                                                                 
|Item 4.
Controls and Procedures                                                                                   |  | 17   | 
|                                                                                                                 
|PART II. OTHER INFORMATION                                                                                        | 
|                                                                                                                 
|Item 1.
Legal Proceedings                                                                                         |  | 17   | 
|                                                                                                                 
|Item 2.
Changes in Securities, Use of Proceeds and Issuer Purchases of                     Equity Securities      |  | 18   | 
|                                                                                                                 
|Item 3.
Defaults Upon Senior Securities                                                                           |  | 18   | 
|                                                                                                                 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                       |  | 18   | 
|                                                                                                                 
|Item 5.
Other Information                                                                                         |  | 18   | 
|                                                                                                                 
|Item 6.
Exhibits and Reports on Form 8-K                                                                          |  | 19   | 

1

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VASCULAR SOLUTIONS, INC.Consolidated Balance Sheets

June 30,2004
     December 31,2003(unaudited)
     (see note)AssetsCurrent assets:Cash and cash equivalents
     $   7,545,385
        
     $   2,864,913Available-for-sale securities
     511,907
        
     3,019,693Accounts receivable, net of reserves of $140,000 and $160,000 in2004 and 2003, respectively
     
     2,604,299
     
     1,810,443Inventories
     
     3,801,584
     
     3,186,274Prepaid expenses
     235,019
        
     462,154Total current assets
     14,698,194
        
     11,343,477Property and equipment, net
     1,357,227
        
     948,602Intangible assets, net
     591,345
        
     700,095Total assets
     $ 16,646,766
        
     $ 12,992,174Liabilities and shareholders' equityCurrent liabilities:Accounts payable
     $      598,273
        
     $      750,762Accrued compensation
     1,282,559
        
     1,111,049Accrued expenses
     435,801
        
     258,228Total current liabilities
     2,316,633
        
     2,120,039Shareholders' equity:Common stock, $0.01 par value:Authorized shares - 40,000,000Issued and outstanding shares - 14,183,435 - 2004;12,989,170 - 2003
     141,834
        
     129,892Additional paid-in capital
     76,425,436
        
     70,422,926Other
     (17,152
        )
     41,356Accumulated deficit
     (62,219,985
        )
     (59,722,039
        )Total shareholders' equity
     14,330,133
        
     10,872,135Total liabilities and shareholders' equity
     $ 16,646,766
        
     $ 12,992,174


See accompanying notes.

Note: The balance sheet at December 31, 2003 has been derived from the audited
financial statements at that date.

2

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VASCULAR SOLUTIONS, INC.Consolidated Statements of Operations

Three Months EndedJune 30,
     Six Months EndedJune 30,2004
     2003
     2004
     2003(unaudited)
     (unaudited)Net sales
     
     
     $
     5,245,818
     
     $
     2,724,721
     
     $
     9,683,606
     
     $
     5,693,005Cost of goods sold
     1,573,034
        
     1,085,592
        
     2,968,083
        
     2,308,183Gross profit
     3,672,784
        
     1,639,129
        
     6,715,523
        
     3,384,822Operating expenses:Research and development
     816,807
        
     1,070,536
        
     1,805,168
        
     1,904,107Clinical and regulatory
     497,942
        
     408,465
        
     886,481
        
     749,157Sales and marketing
     2,829,065
        
     2,381,941
        
     5,430,203
        
     5,057,324General and administrative
     495,669
        
     447,327
        
     1,017,024
        
     948,170Amortization of purchased technology
     54,375
        
     54,375
        
     108,750
        
     108,750Total operating expenses
     4,693,858
        
     4,362,644
        
     9,247,626
        
     8,767,508Operating loss
     (1,021,074
        )
     (2,723,515
        )
     (2,532,103
        )
     (5,382,686
        )Interest income
     22,215
        
     40,514
        
     34,157
        
     102,664Net loss
     $(998,859
        )
     $(2,683,001
        )
     $(2,497,946
        )
     $(5,280,022
        )Basic and diluted net loss per share
     $(0.07
        )
     $(0.21
        )
     $(0.18
        )
     $(0.41
        )Shares used in computing basic and dilutednet loss per share
     14,076,731
        
     12,816,316
        
     13,651,154
        
     12,830,014


See accompanying notes.

3

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# VASCULAR SOLUTIONS, INC.Consolidated Statements of Cash Flows

|                                                   | Three Months EndedJune 30, | Six Months EndedJune 30,
|-------------------------------------------------- | -------------------------- | ------------------------
|
|                                                   |                           
|                                                   | (unaudited)                | (unaudited)             
|                                                  
|Operating Activities                               |                            |                         
|Net loss                                           |                            |                         
|Adjustments to reconcile net loss to net cash used |                            |                         
|in operating activities:                           |                            |                         
|Depreciation                                       |                            |                         
|Amortization                                       |                            |                         
|Deferred compensation expense                      |                            |                         
|Changes in operating assets and liabilities:       |                            |                         
|Accounts receivable                                |                            |                         
|Inventories                                        |                            |                         
|Prepaid expenses                                   |                            |                         
|Accounts payable                                   |                            |                         
|Accrued compensation and expenses                  |                            |                         
|                                                   |                           
|Net cash used in operating activities              |                            |                         
|                                                  
|Investing Activities                               |                            |                         
|Purchase of property and equipment, net            |                            |                         
|Purchase of securities                             |                            |                         
|Proceeds from sales of securities                  |                            |                         
|                                                   |                           
|Net cash provided by investing                     |                            |                         
|activities                                         |                            |                         
|                                                  
|Financing activities                               |                            |                         
|Proceeds from exercise of stock options and        |                            |                         
|sale of stock                                      |                            |                         
|Repurchase of common stock                         |                            |                         
|                                                   |                           
|Net cash (used in) provided by financing           |                            |                         
|activities                                         |                            |                         
|                                                  
|Effect of exchange rate changes on cash and        |                            |                         
|cash equivalents                                   |                            |                         
|                                                   |                           
|Increase in cash and cash                          |                            |                         
|equivalents                                        |                            |                         
|Cash and cash equivalents at                       |                            |                         
|beginning of period                                |                            |                         
|                                                   |                           
|Cash and cash equivalents at end of period         |                            |                         
|                                                   |                           

See accompanying notes.

4

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# VASCULAR SOLUTIONS, INC.Notes to Unaudited Consolidated Financial Statements

|(1) |  | Basis of Presentation
|--- |  | ---------------------

| | The accompanying unaudited
financial statements of Vascular Solutions, Inc. (the Company)
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form 10-Q and
Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements. In
the opinion of management, all normal, recurring adjustments considered necessary for a
fair presentation have been included. The financial statements should be read in
conjunction with the audited financial statements for the year ended December 31, 2003
included in the Annual Report on Form 10-K of the Company filed with the Securities and
Exchange Commission. Interim results of operations are not necessarily indicative of the
results to be expected for the full year or any other interim periods.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Stock
Based Compensation
|--- |  | ------------------------

| | At June 30, 2004, the Company had a stock-based employee compensation plan. The Company
accounts for the plan under the recognition and measurement principles of Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations. No stock-based employee compensation cost is reflected in net
loss, as all options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table illustrates
the effect on net loss and loss per share if the Company had applied the fair value
recognition provisions of Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, to stock-based employer compensation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                   | Three Months EndedJune 30, | Six Months EndedJune 30,
|---------------------------------- | -------------------------- | ------------------------
|
|                                   |                           
|                                   | (unaudited)                | (unaudited)             
|                                  
|Net loss, as  reported             |                            |                         
|Deduct: Total stock-based employee |                            |                         
|compensation expense determined    |                            |                         
|under fair-value-based method      |                            |                         
|for all awards                     |                            |                         
|                                   |                           
|Pro forma net loss                 |                            |                         
|                                   |                           
|Net loss per share:                |                            |                         
|Basic and diluted - as             |                            |                         
|reported                           |                            |                         
|                                   |                           
|Basic and diluted - pro            |                            |                         
|forma                              |                            |                         
|                                   |                           

5

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# VASCULAR SOLUTIONS, INC.Notes to Unaudited Consolidated Financial Statements-Continued

|(3) |  | Computation of Net Loss per Share
|--- |  | ---------------------------------

| | In
accordance with Statement of Financial Accounting Standards No. 128, Earnings Per
Share, (SFAS 128), basic net loss per share for the three months and six months ended
June 30, 2004 and 2003 is computed by dividing net loss by the weighted average common
shares outstanding during the periods presented. For all periods presented, diluted loss
per share is the same as basic loss per share because the effect of outstanding options
and warrants is antidilutive.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Comprehensive Loss
|--- |  | ------------------

| | Comprehensive
loss for the Company includes net loss and foreign currency translation. Comprehensive
loss for the three and six months ended June 30, 2004 and June 30, 2003 was as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | Three Months EndedJune 30 | Six Months EndedJune 30
|----------------------- | ------------------------- | -----------------------
|
|                        |                          
|                        | (unaudited)               | (unaudited)            
|                       
|Net loss                |                           |                        
|Foreign currency        |                           |                        
|translation adjustments |                           |                        
|                        |                          
|Comprehensive loss      |                           |                        
|                        |                          

|(5) |  | Revenue
Recognition
|--- |  | -------------------

| | In the United States and Germany, the Company sells its products directly to hospitals and
clinics. Revenue is recognized upon shipment of products to customers, net of estimated
returns.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In all other international markets, the Company sells its products to international
distributors, who subsequently resell the products to hospitals and clinics. The Company
has agreements with each of its distributors which provide that title and risk of loss
pass to the distributor upon shipment of the products to the distributor. The Company
warrants that its products are free from manufacturing defects at the time of shipment to
the distributor. Revenue is recognized upon shipment of products to distributors following
the receipt and acceptance of a distributors purchase order.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

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# VASCULAR SOLUTIONS, INC.Notes to Unaudited Consolidated Financial Statements-Continued

|(6) |  | Inventories
|--- |  | -----------

| | Inventories
are stated at the lower of cost (first-in, first-out method) or market and are comprised of the following at:
| | -------------------------------------------------------------------------------------------------------------------------

|                | June 30,2004 |  | December 31,2003
|--------------- | ------------ |  | ----------------
|                |              |  |                 
|
|               
|Raw materials   |              |  | $               
|Work-in process |              |  |                 
|Finished goods  |              |  |                 
|                |              |  |                 
|                |              |  | $               
|                |              |  |                 

|(7) |  | Concentrations of Credit and Other Risks
|--- |  | ----------------------------------------

| | Financial instruments that potentially subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents, available-for-sale securities and accounts
receivable. The Company maintains its accounts for cash and cash equivalents and
available-for-sale securities principally at one major bank and one investment firm in the
United States. The Company has a formal written investment policy that only permits the
placement of investments to issuers evaluated as creditworthy. The Company has not
experienced any losses on its deposits of its cash and cash equivalents or
available-for-sale securities.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to accounts receivable, the Company performs credit evaluations of its customers
and does not require collateral. Sales by geographic destination as a percentage of total
net sales for the six months ended June 30, 2004 and 2003 were 89% and 87% in the United
States, respectively, and 11% and 13% in international markets, respectively. There have
been no material losses on accounts receivable.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company operates in a single industry segment and sells its product directly to hospitals
and clinics in the United States and Germany. In Germany, the Company sells its product in
Euros. In all other international markets, the Company sells its product in United States
dollars to distributors who, in turn, sell to medical clinics in the local currency. Loss,
termination or ineffectiveness of distributors to effectively promote the Companys
product would have a material adverse effect on the Companys financial condition and
results of operations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | No single customer represented greater than 10% of the total net sales for the three and six
months ended June 30, 2004 and 2003.
| | ---------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Shareholders Equity
|--- |  | --------------------

| | On March 9, 2004, we sold 888,900 shares of our common stock at an offering price of $6.75
per share for net proceeds of $5.6 million in a private placement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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Item 2. Managements Discussion
and Analysis of Financial Condition and Results of Operations

# Overview

We
are a medical device company focused on bringing clinically advanced solutions to
interventional cardiologists and interventional radiologists worldwide. Our current
product line consists of the following medical devices:

| | Duett sealing device, used to seal the puncture site following catheterization procedures,            
|- | -------------------------------------------------------------------------------------------------------
| | D-Stat® Flowable hemostat, a thick, yet flowable, mixture used to control bleeding,                    
| | D-Stat Dry hemostatic bandage, a topical pad with a bandage used to control surface bleeding,         
| | D-Stat Radial hemostat band, a topical pad with a compression strap to control bleeding at the wrist, 
| | Vari-Lase endovenous laser system, a laser and procedure kit used for the treatment of varicose veins,
| | Pronto extraction catheter, a mechanical system for the removal of soft thrombus from arteries, and   
| | Acolysis® ultrasound (international only), a treatment for peripheral occlusive arterial disease.      

As a
vertically-integrated medical device company, we generate ideas and create new
interventional medical devices, and then deliver these products directly to the physician
through our direct domestic sales force and our international distribution network.

The
first product we brought to market, the Duett sealing device, is designed to provide a
complete seal of the puncture site following catheterization procedures such as
angiography, angioplasty and stenting. Our Duett sealing device combines an easy-to-use
balloon catheter delivery mechanism with a biological procoagulant mixture, which we
believe offers advantages over both manual compression and competitive vascular sealing
devices. We began selling our Duett sealing device in Europe in February 1998 and in the
United States in June 2000. Over 200,000 Duett sealing devices have been sold and deployed
worldwide. In the fourth quarter of 2001 we introduced the Diagnostic Duett version of the
Duett sealing device, which utilizes a lower dose of procoagulant for the less-challenging
diagnostic subset of catheterization procedures. In mid-2002 we introduced the next
generation Pro line of the Duett sealing device for improved ease-of-use. In
2003 we made the decision to reduce our focus on growing the Duett product line in order
to focus on increasing sales of our new products.

The
second product we developed and commercialized is the D-Stat Flowable hemostat, which we
began selling worldwide in February 2002. The D-Stat Flowable hemostat utilizes the
clinically proven procoagulant components of the Duett sealing device to provide a
powerful stop to active bleeding. The thick, yet flowable procoagulant controls active
bleeding by initiating the bodys own clotting mechanisms in the same manner as the
procoagulant included in our Duett sealing device. The D-Stat Flowable hemostat can be
clinically used in a number of medical procedures and has substantial extension market
opportunities in other medical practice areas.

During
the second quarter of 2002 we acquired the Acolysis ultrasound thrombolysis system. The
Acolysis system uses ultrasound energy generated by the Acolysis controller that is
delivered intravascularly by the disposable Acolysis probe to lyse blood clots and plaque.
The Acolysis controller and probes are sold only in international markets, where it has
been sold principally for the treatment of peripheral vascular disease. Upon completion of
our acquisition and integration of the Acolysis business, we commenced active
international sales of the Acolysis probes through our existing international

8

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distribution network in late 2002. In late 2003 we received CE mark approval to internally manufacture
Acolysis probes, which allows broader international market activities.

In
the second half of 2003 we received regulatory clearance in the United States for four new
interventional medical devices: the D-Stat Dry, the D-Stat Radial, the Vari-Lase and the
Pronto. Our D-Stat Dry hemostatic bandage consists of our proprietary hemostat which is
lyophilized (freeze-dried) into a gauze pad and applied with an included adhesive bandage.
The D-Stat Dry hemostatic bandage is used to assist in the control of bleeding from
vascular access sites in conjunction with manual compression. Our D-Stat Radial hemostat
band is a version of our D-Stat Dry which includes a compression band for application
around the patients wrist. The D-Stat Radial hemostat band is designed to be used
following catheterizations using the radial artery in the wrist. Our Vari-Lase endovenous
laser products consist of a solid state diode laser console and procedure kit and
accessories which are used in the minimally-invasive treatment of varicose veins. Our
Pronto extraction catheter is a catheter and syringe system for the mechanical removal of
blood clots from arteries.

We
also have in development several additional products that leverage our existing
infrastructure to bring additional solutions to the interventional cardiologist and
interventional radiologist. We expect to gain regulatory clearance and market launch a new
device for the measurement of stenosis of the aortic valve of the heart by the end of
2004.

# Results of Operations

Three months ended June 30, 2004
compared to three months ended June 30, 2003

Net
sales increased 93% to $5,246,000 for the quarter ended June 30, 2004 from $2,725,000 for
the quarter ended June 30, 2003. Approximately 88% of our net sales for the quarter ended
June 30, 2004 were to customers in the United States and 12% of the net sales were to
customers in international markets. Net sales by product category were as follows:

| |  | Net sales of the D-Stat Dry were $2,105,000 for the quarter ended June 30, 2004, compared
to no sales in the second quarter of 2003. Our D-Stat Dry product was launched at the end
of the third quarter of 2003. Through June 30, 2004, we have sold our D-Stat Dry to 416
labs, which is less than 25% of the estimated cardiac and peripheral catheterization labs
in the United States.          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Net sales of the Pronto were $697,000 for the quarter ended June 30, 2004, compared to no
sales in 2003. Our Pronto product was launched at the end of the third quarter of 2003 in
international markets, and we received FDA approval in December 2003 but did not commence
sales in the United States until 2004. Through June 30, 2004, we have sold our Pronto to
228 labs in the United States.
|
| |  | Net sales of our Vari-Lase product line were $431,000 for the quarter ended June 30, 2004,
compared to $9,000 in the second quarter of 2003. In January 2004 we launched our
Vari-Lase laser console, and as a result, the second quarter was the first full quarter of
us offering a full line of endovenous laser products to our customers for the treatment of
varicose veins.                   
|
| |  | Net sales of D-Stat Flowable increased to $370,000 for the quarter ended June 30, 2004
from $305,000 for the quarter ended June 30, 2003, a 21% increase.                                                                                                                                                                                                                                            

9

---

| |  | Net
sales of our Duett sealing device were $1,604,000 for the quarter ended June 30, 2004,
compared to $2,359,000 for the quarter ended June 30, 2003, as we continue to harvest this
business. Our Duett sales declined 3% sequentially from the first quarter of 2004 as the
decline of our Duett sales has stabilized. We expect Duett sales to decline at similar
sequential rates as we continue to focus on our new higher margin and more competitive
products.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Net sales of our other products were $40,000 for the quarter ended
June 30, 2004, compared to $52,000 for the quarter ended June 30, 2003.                                                                                                                                                                                                                                                                                                                            

We
expect net sales to increase to at or above $6,000,000 in the third quarter and then to
exceed $7,000,000 in the fourth quarter of this year, without predicting any substantial
contribution from any new products, including our aortic measurement device or the 3x3
version of the D-Stat Dry.

Gross
profit as a percentage of net sales increased to 70% for the quarter ended June 30, 2004
from 60% for the quarter ended June 30, 2003. The increase was the result of the change in
the selling mix of our products, as the D-Stat Dry and Pronto now account for 40% and 13%,
respectively, of our net sales. The D-Stat Dry has a gross margin in excess of 80% and the
Pronto has a gross margin in excess of 75%. We expect gross margins to hold steady in 2004
at 70% as our selling mix changes to favor the higher margin products and we continue to
make slight gains in manufacturing efficiencies.

Research
and development expenses decreased 24% to $817,000 for the quarter ended June 30, 2004
from $1,071,000 for the quarter ended June 30, 2003. The decrease was the result of the
extra expenses that were related to product releases that took place in 2003. Research and
development expenses fluctuate due to outside project spending. We expect our normal
research and development expenses to remain relatively steady during 2004 in the range of
$800,000 to $1,000,000 per quarter as we continue to pursue additional new products at an
expected rate of approximately two new products per year.

We
are currently developing a fully resorbable version of the D-Stat Dry, which would address
a market in excess of $100 million annually for a surgical thrombin-based hemostat. We are
also working on a unique version of liquid thrombin which also is an existing market in
excess of $100 million annually and currently has only one competitor. To allow us to
develop these new thrombin-based hemostats, we are finalizing our relationship with a new
source of thrombin which we plan to fully qualify and bring through the regulatory process
over the next two years at a cumulative cost of approximately $2,500,000, starting
principally in the fourth quarter of 2004. These development expenses would be in addition
to the normal rate of $800,000 to $1,000,000 per quarter of research and development
expenses.

Clinical
and regulatory expenses increased 22% to $498,000 for the quarter ended June 30, 2004 from
$408,000 for the quarter ended June 30, 2003. The expected increase was the result of our
Pocket Protector clinical study for a new indication of our D-Stat Flowable
product, as we did not incur significant clinical study expenses in the comparable
quarter. Clinical and regulatory expenses fluctuate due to the timing of clinical and
marketing studies. We expect clinical and regulatory expenses to increase by approximately
25% in 2004 compared to 2003 as we complete our Pocket Protector study,
conduct clinical/marketing studies related to our existing products and advance new
products through the regulatory system.

Sales
and marketing expenses increased 19% to $2,829,000 for the quarter ended June 30, 2004
from $2,382,000 for the quarter ended June 30, 2003. As of June 30, 2004, our direct sales
force

10

---

consisted of approximately 48. We expect to complete the addition of field sales
employees up to a total sales force of approximately 56 employees by the end of 2004 as a
result of our addition of new products. Consequently, we expect our sales and marketing
expenses to increase by approximately 10% in 2004 compared to 2003.

General
and administrative expenses increased 11% to $496,000 for the quarter ended June 30, 2004
from $447,000 for the quarter ended June 30, 2003. The increase was the result of legal
fees related to the Diomed intellectual property litigation (see Legal
Proceedings in Item 1 of Part II of this Form 10-Q) and increased business
insurance. We expect to incur approximately $50,000 in legal fees per quarter in 2004
related to the Diomed litigation. We currently anticipate that general and administrative
expenses will increase to approximately $550,000 per quarter in the last half of 2004.

Amortization
of purchased technology was $54,000 for the quarter ended June 30, 2004, which is
unchanged from the quarter ended June 30, 2003. The amortization resulted from our
acquisition of the Acolysis assets from the secured creditors of Angiosonics, Inc. in
2002. We allocated $870,000 of the acquisition price to purchased technology and are
amortizing the amount over four years.

Interest
income decreased to $22,000 for the quarter ended June 30, 2004 from $41,000 for the
quarter ended June 30, 2003, primarily as a result of a reduced cash balance and lower
interest rates.

# Six months ended June 30,
2004 compared to six months ended June 30, 2003

Net
sales increased 70% to $9,684,000 for the six months ended June 30, 2004 from $5,693,000
for the six months ended June 30, 2003. Approximately 89% of our net sales for the six
months ended June 30, 2004 were to customers in the United States and 11% of the net sales
were to customers in international markets. Net sales by product category were as follows:

| |  | Net sales of the D-Stat Dry were $3,770,000 for the six months ended June 30, 2004,
compared to no sales in the first six months of 2003. Our D-Stat Dry product was launched
at the end of the third quarter of 2003.                                                                                                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Net sales of the
Pronto were $1,091,000 for the six months ended June 30, 2004, compared
to no sales in 2003. Our Pronto product was launched at the end of the third quarter of
2003 in international markets, and we received FDA approval in December 2003 but did not
commence sales in the United States until 2004.                                                                    
|
| |  | Net sales of our Vari-Lase product
line were $802,000 for the six months ended June 30,
2004, compared to $9,000 for the six months ended June 30, 2003. In January 2004 we
launched our Vari-Lase laser console, and as a result the second quarter was the first
full quarter of us offering a full line of endovenous laser products to our customers for
the treatment of varicose veins.
|
| |  | Net sales of D-Stat Flowable
increased to $701,000 for the six months ended June 30, 2004
from $572,000 for the six months ended June 30, 2003, a 23% increase.                                                                                                                                                                                                                              
|
| |  | Net sales of our Duett sealing
device were $3,265,000 for the six months ended June 30,
2004, compared to $5,020,000 for the six months ended June 30, 2003. We continue to expect
Duett sales to decline at a similar sequential rate in 2004 as we continue to focus on our
new higher margin products.                                                                                    

11

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| |  | Net sales of our other products were $54,000 for the six months ended June 30, 2004
compared to $88,000 for the six months ended June 30, 2003.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------

Gross
profit as a percentage of net sales increased to 69% for the six months ended June 30,
2004 from 60% for the six months ended June 30, 2003. Our new higher margin products,
particularly our D-Stat Dry which has gross margins greater than 80%, have caused this
improvement.

Research
and development expenses decreased 5% to $1,805,000 for the six months ended June 30, 2004
from $1,904,000 for the six months ended June 30, 2003. The decrease was the result of the
extra expenses that were related to product releases that took place in 2003. Research and
development expenses fluctuate due to outside project spending.

Clinical
and regulatory expenses increased 18% to $886,000 for the six months ended June 30, 2004
from $749,000 for the six months ended June 30, 2003. The expected increase was the result
of our Pocket Protector clinical study for a new indication of our D-Stat
Flowable product, as we did not incur significant clinical study expenses in the
comparable six months of 2003.

Sales
and marketing expenses increased 7% to $5,430,000 for the six months ended June 30, 2004
from $5,057,000 for the six months ended June 30, 2003. As of June 30, 2004, our direct
sales force consisted of approximately 48 employees, an increase of two employees since
June 30, 2003.

General
and administrative expenses increased 7% to $1,017,000 for the six months ended June 30,
2004 from $948,000 for the six months ended June 30, 2003. The increase was the result of
legal fees related to the Diomed intellectual property litigation (see Legal
Proceedings in Item 1 of Part II of this Form 10-Q) and increased cost of business
insurance.

Amortization
of purchased technology was $109,000 for the six months ended June 30, 2004, which is no
change from the quarter ended June 30, 2003.

Interest
income decreased to $34,000 for the six months ended June 30, 2004 from $103,000 for the
six months ended June 30, 2003, primarily as a result of a reduced cash balance and lower
interest rates.

# Income Taxes

We
have not generated any pre-tax income to date and therefore have not paid any federal
income taxes since inception in December 1996. No provision or benefit for federal and
state income taxes has been recorded for net operating losses incurred in any period since
our inception.

As
of June 30, 2004, we had approximately $56.7 million of federal net operating loss
carryforwards available to offset future taxable income which begin to expire in the year
2013. As of June 30, 2004, we also had federal and state research and development tax
credit carryforwards of approximately $1.4 million which begin to expire in the year 2013.
As of June 30, 2004, we also had a foreign tax loss carryforward of approximately
$1,985,000, which does not expire. Under the United States Tax Reform Act of 1986, the
amounts of and benefits from net operating loss carryforwards may be impaired or limited
in certain circumstances, including significant changes in ownership interests. Future use
of our existing net operating loss carryforwards may be restricted due to changes in
ownership or from future tax legislation.

12

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# Liquidity and Capital Resources

We
have financed all of our operations since inception through the issuance of equity
securities and, to a lesser extent, sales of our products. Through June 30, 2004, we have
sold common stock and preferred stock generating aggregate net proceeds of approximately
$76.6 million. At June 30, 2004, we had $8,057,292 in cash, cash equivalents and
available-for-sale securities on-hand compared to $5,885,000 at December 31, 2003.

During
the quarter ended June 30, 2004, we used $1,274,000 to fund operating activities. The cash
used in operating activities was primarily used to fund our net loss for the period of
$999,000, an increase in accounts receivable of $404,000, and a decrease in accounts
payables and accrued expenses of $369,000. The preceding increases were offset by
depreciation and amortization of $170,000, a decrease of inventories of $226,000, and a
decrease in prepaid expenses of $102,000. The increase in accounts receivable was due to
increased sales. The net decrease in accounts payables and accrued liabilities is the
result of timing of payments. During the quarter ended June 30, 2004, we generated
proceeds of $1,213,000 in investing activities, primarily from the net sales of investment
securities of $1,503,000, offset by net equipment purchases of $290,000. Also during the
second quarter of 2004 we generated $305,000 in financing activities, primarily through
the sale of common stock under employee stock plans.

During
the fourth quarter of 2003, we entered into a $3,000,000 credit facility with Silicon
Valley Bank. The line of credit has a 12 month term, bears interest at the rate of prime
plus 0.5% and is secured by a first security interest on all of our assets. The line of
credit includes two covenants: minimum tangible net worth of $8,000,000 and a liquidity
coverage of not less than 1.25 to 1.00. We were in compliance with these covenants at June
30, 2004. As of June 30, 2004, we had no outstanding balance on the line of credit balance
and $2,102,000 was available under the credit facility.

We
purchase our requirements for thrombin (a component in the Duett and in all of the D-Stat
products) under a Purchase Agreement dated June 10, 1999 with a subsidiary of King
Pharmaceuticals, Inc. The agreement provides for a fixed price, with adjustments based on
the suppliers manufacturing costs and the suppliers annual percentage increase
in the wholesale price of thrombin. The agreement expires on May 29, 2005. During the
first five months of 2005, we intend to purchase approximately $3 million of thrombin to
benefit from the pricing provisions of the agreement. We believe that these purchases will
satisfy our thrombin requirements for all of 2005 and 2006. After peaking at the end of
the second quarter of 2005, our thrombin inventory is then projected to decrease in the
second half of 2005 and throughout all of 2006. We are finalizing our relationship with a
new source of thrombin, which we plan to fully qualify and bring through the regulatory
process over the next two years at a cumulative cost of approximately $2.5 million in
research and development expenditures and approximately $1.0 million in capital
expenditures. This investment, while substantial, is within our projected capital
resources and will allow us to introduce new thrombin-based products as well as control
our long term cost of thrombin.

We
signed a purchase agreement with MedArt Corporation on September 22, 2003 for the
manufacture of our Vari-Lase laser console. Under that agreement, we are obligated to
purchase laser consoles with an aggregate purchase price of $1,197,000 for our Vari-Lase
business during the first year of the agreement, which commenced in December 2003. To
date, we have purchased $718,200 worth of lasers under the agreement.

13

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We
do not have any other significant cash commitments related to supply agreements, nor do we
have any significant commitments for capital expenditures.

We
currently anticipate that we will continue to experience a negative cash flow until at
least the fourth quarter of 2004, at which time we project that we will become cash flow
neutral with our normal operating expenses, excluding our research and development project
of sourcing a new supply of thrombin. We currently believe that our working capital of
$12,382,000 and anticipated cash from product sales will be sufficient to meet all of our
operating and capital requirements, our thrombin inventory purchases and our costs
associated with sourcing of a new supply of thrombin. However, our actual liquidity and
capital requirements will depend upon numerous factors, including the costs and timing of
expansion of sales and marketing activities; the amount of revenues from sales of our
existing and new products; the cost of maintaining, enforcing and defending patents and
other intellectual property rights; competing technological and market developments;
developments related to regulatory and third party reimbursement matters; the cost and
progress of our research and development efforts; and other factors.

If
cash generated from operations is insufficient to satisfy our cash needs, we may be
required to raise additional funds. In the event that additional financing is needed, and
depending on market conditions, we may seek to raise additional funds for working capital
purposes through the sale of equity or debt securities. We currently have no commitments
for additional funding, and therefore our ability to meet our long-term liquidity needs is
uncertain. If we raise additional funds through the issuance of equity securities, our
shareholders may experience significant dilution. Furthermore, additional financing may
not be available when needed or, if available, may not be on terms favorable to us or our
shareholders. If financing is not available when required or is not available on
acceptable terms, we may be unable to develop or market our products or to take advantage
of business opportunities, or we may be required to significantly curtail our business
operations.

# Critical Accounting Policies

Managements
Discussion and Analysis of Financial Condition and Results of Operations addresses our
financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information. The preparation
of our financial statements requires that we make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. On an on-going basis, we evaluate these
estimates and judgments. We base our estimates and judgments on historical experience and
on various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

We
set forth below those material accounting policies that we believe are the most critical
to an investors understanding of our financial results and condition and which
require complex management judgment.

Inventory

We
state our inventory at the lower of cost (first-in, first-out method) or market. We record
reserves for inventory shrinkage and for potentially excess, obsolete and slow moving
inventory based upon historical experience and forecasted demand. At June 30, 2004, this
reserve was $450,000, compared to

14

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$240,000 at December 31, 2003. Our reserve requirements
could be materially different if demand for our products decreased because of competitive
conditions or market acceptance, or if products become obsolete because of advancements in
the industry.

Revenue Recognition

We
recognize revenue upon shipment of products to customers, net of estimated returns. We
analyze the rate of historical returns when evaluating the adequacy of the allowance for
sales returns, which is included with the allowance for doubtful accounts on our balance
sheet. At June 30, 2004, this reserve was $20,000, which is no change from December 31,
2003. If the historical data we use to calculate these estimates does not properly reflect
future returns, revenue could be overstated.

Allowance for Doubtful Accounts

We
maintain allowances for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. This allowance is regularly
evaluated by us for adequacy by taking into consideration factors such as past experience,
credit quality of the customer base, age of the receivable balances, both individually and
in the aggregate, and current economic conditions that may affect a customers
ability to pay. At June 30, 2004, this reserve was $120,000, compared to $140,000 at
December 31, 2003. If the financial condition of our customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowances may be
required.

Income Taxes

The
carrying value of our net deferred tax assets assumes that we will be able to generate
sufficient taxable income in the United States and, to a lesser extent, Germany, based on
estimates and assumptions. We record a valuation allowance to reduce the carrying value of
our net deferred tax assets to the amount that is more likely than not to be realized. For
the quarter ended June 30, 2004, we recorded a $25.2 million valuation allowance related
to our net deferred tax assets of $25.2 million. In the event we were to determine that we
would be able to realize our deferred tax assets in the future, an adjustment to the
deferred tax assets would increase net income in the period such determination is made. On
a quarterly basis, we evaluate the realizability of our deferred tax assets and assess the
requirement for a valuation allowance.

# New Accounting Pronouncements

In
January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, or
FIN No. 46. FIN No. 46 requires certain variable interest entities to be consolidated by
the primary beneficiary of the entity if the equity investors in the entity do not have
the characteristics of a controlling financial interest or do not have sufficient equity
at risk for the entity to finance its activities without additional subordinated financial
support from other parties. FIN No. 46 is effective immediately for all new variable
interest entities created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN No. 46 must
be applied for the first interim or annual period beginning after December 15, 2003. The
adoption of FIN No. 46 did not have a material impact on our financial statements.

15

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# Cautionary Statement
Pursuant to the Private Securities Litigation Reform Act of 1995

The
Private Securities Litigation Reform Act of 1995 (the Act) provides a
safe harbor for forward-looking statements to encourage companies to provide
prospective information about their business, so long as those statements are identified
as forward-looking and are accompanied by meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from those
discussed in the statement. We desire to take advantage of the safe harbor provisions with
respect to any forward-looking statements we may make in this filing, other filings with
the Securities and Exchange Commission and any public oral statements or written releases.
The words or phrases will likely, is expected, will
continue, is anticipated, estimate, projected,
forecast, or similar expressions are intended to identify forward-looking
statements within the meaning of the Act. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those projected.
We caution readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made. In accordance with the Act, we identifie the
following important general factors which, if altered from the current status, could cause
our actual results to differ from those described in any forward-looking statements: risks
associated with our limited operating history, defense of patent infringement lawsuits,
adoption of our new products, lack of profitability, lack of experience with a direct
sales force, exposure to possible product liability claims, the development of new
products by others, dependence on third party distributors in international markets, doing
business in international markets, limited manufacturing experience, the availability of
third party reimbursement, actions by the FDA related to our products, the loss of key
vendors, and those factors set forth under the heading Risk Factors in our
Annual Report on Form 10-K for the year ended December 31, 2003. This list is not
exhaustive, and we may supplement this list in any future filing with the Securities and
Exchange Commission or in connection with the making of any specific forward-looking
statement.

# Item 3. Quantitative and
Qualitative Disclosures About Market Risk

Financial instruments
that potentially subject us to concentrations of credit risk consist primarily of cash and
cash equivalents, available-for-sale securities and accounts receivables. We maintain our
accounts for cash and cash equivalents and available-for-sale securities principally at
one major bank and one investment firm in the United States. We have a formal written
investment policy permits only the placement of investments to issuers evaluated as
creditworthy. We have not experienced any losses on our deposits of our cash and cash
equivalents.

With
respect to accounts receivable, we perform credit evaluations of our customers and do not
require collateral. There have been no material losses on accounts receivables.

In
the United States and Germany, we sell our products directly to hospitals and clinics in
the local currency. Revenue is recognized upon shipment of products to customers.

In
all other international markets, we sell our products to independent distributors who, in
turn, sell to medical clinics. We sell our product in these countries through independent
distributors denominated in United States dollars. Loss, termination or ineffectiveness of
distributors to effectively promote our product would have a material adverse effect on
our financial condition and results of operations.

16

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We
do not believe our operations are currently subject to significant market risks for
interest rates, foreign currency exchange rates, commodity prices or other relevant market
price risks of a material nature.

# Item 4. Controls and Procedures

# Evaluation of disclosure controls and procedures

Under
the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this report, our disclosure controls and
procedures were effective in timely alerting them to the material information relating to
us (or our consolidated subsidiaries) required to be included in the reports we file or
submit under the Exchange Act.

# Changes in internal control over financial reporting

During
the fiscal quarter ended June 30, 2004, there has been no change in our internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

# PART II. OTHER INFORMATION

# Item 1. Legal Proceedings

On
December 11, 2003, we and a non-officer employee of the Company were named as defendants
in a lawsuit brought by Diomed, Inc. in the United States District Court for the District
of Massachusetts. The complaint alleges that in marketing our Vari-Lase endovenous laser
procedure kit we engaged in false advertising and infringed a registered trademark of
Diomed. The complaint also alleges that our employee, who previously worked for a company
that conducted business with Diomed, improperly utilized trade secrets of Diomed in
developing our Vari-Lase procedure kit. The complaint requests monetary damages and an
injunction on the sale of our Vari-Lase procedure kit. We believe that the allegations
included in the complaint are wholly without merit, have filed our answer to the
complaint, and intend to defend this litigation vigorously. We have tendered this claim to
our insurance carrier. It is not possible to predict the timing or outcome of this
litigation, including whether it will affect our ability to sell our Vari-Lase procedure
kit, or to estimate the amount or range of potential loss, if any.

On
March 4, 2004, we were named as the defendant in an intellectual property lawsuit brought
by Diomed, Inc. in the United States District Court for the District of Massachusetts. The
complaint requested a judgment that our Vari-Lase procedure kit and Vari-Lase laser
console infringes on a single patent held by Diomed, Inc. and asked for relief in the form
of an injunction that would prevent us from selling our Vari-Lase products, compensatory
and treble damages caused by the manufacture and sale of our product, and other costs,
disbursements and attorneys fees. We believe that the allegations included in the
complaint are wholly without merit, have filed our answer to the complaint, and intend to
defend this litigation vigorously. It is not possible to predict the timing or outcome of
this litigation, including

17

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whether it will affect our ability to sell our Vari-Lase
products, or to estimate the amount or range of potential loss, if any.

From
time to time we are involved in legal proceedings arising in the normal course of our
business. As of the date of this report we are not a party to any legal proceeding not
described in this section in which an adverse outcome would reasonably be expected to
have a material adverse effect on our results of operations or financial condition.

# Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

| | (a) | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (c) | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (d) | On July 25, 2000, we sold 3,500,000 shares of our common stock, at an initial
public offering price of $12.00 per share, pursuant to a Registration Statement
on Form S-1 (Registration No. 333-84089), which was declared effective by the
Securities and Exchange Commission on July 19, 2000. The managing underwriters
of our initial public offering were Salomon Smith Barney Inc., Stephens Inc. and
William Blair & Company, L.L.C. On August 15, 2000, the underwriters
exercised in full their over-allotment option to purchase an additional 525,000
shares of common stock at $12.00 per share. Our net proceeds from the offering
were approximately $44.0 million. To date, we have spent approximately $23.5
million of the net proceeds to hire, train and deploy a direct sales force in
the United States, $1.6 million for the purchase of the Acolysis assets from
Angiosonics, $4.1 million to settle the St. Jude and Datascope litigation, $0.7
million for our stock repurchase program, $9.0 million for research and
development of new products and $5.1 million for general corporate purposes,
which equals $44.0 million in the aggregate. Therefore, all proceeds from the
offering have now been spent.
|
| | (e) | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

# Item 3. Defaults Upon Senior Securities

None.

# Item 4.  Submission of Matters to a Vote of Security Holders

| | The information contained in Item 4 of Part II of our Form 10-Q for the quarter ended Mach 31,
2004 is incorporated herein by reference.
| | ----------------------------------------------------------------------------------------------------------------------------------------

# Item 5. Other Information

None.

18

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Item 6.  Exhibits and Reports on Form
8-K

| | (a) | Exhibits:
| | --- | ---------

ExhibitNumber

Description3.1

Amended and Restated Articles of Incorporation of Vascular Solutions, Inc. (incorporated by reference
to Exhibit 3.1 to Vascular Solutions Form 10-Q for the quarter ended September 30, 2000).3.2

Bylaws of Vascular Solutions, Inc. (incorporated by reference to Exhibit 3.2 of Vascular
Solutions' Registration Statement on Form S-1 (File No. 333-84089)).4.1

Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Vascular
Solutions' Registration Statement on Form S-1 (File No. 333-84089)).4.2

Form of warrant dated January 31 and February 14, 1997 issued to representatives of
Miller, Johnson & Kuehn, Incorporated (incorporated by reference to Exhibit 4.2 of
Vascular Solutions Registration Statement on Form S-1 (File No. 333-84089)).4.3

Form of warrant dated December 29, 1997 issued to representatives of Miller, Johnson &
Kuehn, Incorporated (incorporated by reference to Exhibit 4.3 of Vascular Solutions
Registration Statement on Form S-1 (File No. 333-84089)).4.4

Amended and Restated Investors' Rights Agreement dated December 9, 1998, by and between Vascular
Solutions, Inc. and the purchasers of Series A and Series B preferred stock (incorporated by
reference to Exhibit 4.4 of Vascular Solutions Registration Statement on Form S-1
(File No. 333-84089)).4.5

Stock Purchase Warrant dated June 10, 1999 by and between Vascular Solutions, Inc. and Jones
Pharma, Incorporated (incorporated by reference to Exhibit 4.7 of Vascular Solutions' Registration
Statement on Form S-1 (File No. 333-84089)).31.1

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 2002.32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


| | (b) | Reports
on Form 8-K:
| | --- | --------------------

| |  | We
furnished a Form 8-K on April 15, 2004 to report under Item 12 our press release dated
April 15, 2004 related to our first quarter results.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------

19

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VASCULAR SOLUTIONS, INC.

Date: July 30, 2004

By: /s/ Howard RootHoward RootChief Executive Officer and Director(principal executive officer)By: /s/ James Hennen
James HennenChief Financial Officer(principal financial and accounting officer)


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