<PAGE>   1

                                  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 March 31, 2001

                                       or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                 For the transition period from ______ to ______

                         Commission file number 0-18053

                                   LASERSCOPE
             (Exact name of Registrant as Specified in Its Charter)

            CALIFORNIA                                    77-0049527
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

               3070 ORCHARD DRIVE, SAN JOSE, CALIFORNIA 95134-2011
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, Including Area Code: (408) 943-0636

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[ ]

The number of shares of Registrant's common stock issued and outstanding as of
April 30, 2001 was 15,883,937.

<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
PART I. FINANCIAL INFORMATION                                                  3
      Item 1. Financial Statements                                             3
              Condensed Consolidated Balance Sheets                            3
              Condensed Consolidated Statements of Operations                  4
              Condensed Consolidated Statements of Cash Flows                  5
              Notes to Condensed Consolidated Financial Statements             6

      Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations                    7
              Results of Operations                                            7
              Liquidity and Capital Resources                                  8
              Risk Factors                                                     9
      Item 3. Quantitative and Qualitative Disclosures About Market Risk      13

PART II.  OTHER INFORMATION                                                   15
      Item 1. Legal Proceedings                                               15
      Item 2. Changes in Securities                                           15
      Item 3. Defaults Upon Senior Securities                                 15
      Item 4. Submission of Matters to a Vote of Security Holders             15
      Item 5. Other Information                                               15
      Item 6. Exhibits and Reports on Form  8-K                               15

SIGNATURES                                                                    16
</TABLE>



                                       2
<PAGE>   3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

                                   LASERSCOPE
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              MARCH 31,     DECEMBER 31,
(thousands)                                                     2001           2000
----------------------------------------------------------------------------------------
<S>                                                           <C>           <C>
ASSETS

Current assets:
     Cash and cash equivalents                                $  2,706          2,698
     Accounts receivable, net                                    8,875          9,549
     Inventories                                                 8,037          8,279
     Other current assets                                        1,002            963
                                                              --------       --------

              Total current assets                              20,620         21,489

Property and equipment, net                                      2,124          1,944
Other assets                                                       636            654
                                                              --------       --------

              Total assets                                    $ 23,380       $ 24,087
                                                              ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Short-term bank loans                                    $    250       $    702
     Accounts payable                                            1,833          1,444
     Accrued compensation                                        1,232          1,290
     Deferred Revenue                                            1,321          1,022
     Other current liabilities                                   2,274          2,238
                                                              --------       --------

         Total current liabilities                               6,910          6,696

Convertible subordinated debentures                              3,000          3,000
Obligations under capital leases                                   168            277
                                                              --------       --------

         Total long-term liabilities                             3,168          3,277

Commitments and contingencies


Shareholders' equity:
         Common stock                                           54,480         54,480
         Accumulated deficit                                   (39,504)       (39,014)
         Accumulated other comprehensive income (loss)          (1,540)        (1,218)
         Notes receivable from shareholders                       (134)          (134)
                                                              --------       --------

              Total shareholders' equity                        13,302         14,114
                                                              --------       --------

              Total liabilities and shareholders' equity      $ 23,380       $ 24,087
                                                              ========       ========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements



                                       3
<PAGE>   4

                                   LASERSCOPE
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31,
(thousands, except per share amounts)                           2001           2000
-------------------------------------------------------------------------------------
<S>                                                          <C>            <C>
Net revenues                                                 $  8,228       $  8,628
Cost of sales                                                   4,519          4,759
                                                             --------       --------

Gross margin                                                    3,709          3,869

Operating expenses:
      Research and development                                    813            866
      Selling, general and administrative                       3,310          3,288
                                                             --------       --------

                                                                4,123          4,154

Operating loss                                                   (414)          (285)
Interest income (expense) and other, net                          (58)           (67)
                                                             --------       --------

Loss before income taxes and minority interest                   (472)          (352)
Provision for income taxes                                         18             --
                                                             --------       --------


Net loss                                                     $   (490)      $   (352)
                                                             ========       ========

Basic and diluted net loss per share                         $  (0.03)      $  (0.02)
                                                             ========       ========

Shares used in basic and diluted per share calculations        15,884         15,128
                                                             ========       ========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements



                                       4
<PAGE>   5

                                   LASERSCOPE
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
(thousands)                                                                       2001          2000
-------------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                                  $  (490)      $   (352)
      Adjustments to reconcile net income to
           cash provided/ (used) by operating activities:
           Depreciation and amortization                                            234            488
           Increase (decrease) from changes in:
                Accounts receivable                                                 674           (410)
                Inventories                                                         242            782
                Other current assets                                                (39)           (64)
                Other assets                                                         --             --
                Accounts payable                                                    389           (524)
                Accrued compensation                                                (58)          (217)
                Deferred Revenue                                                    299            414
                Other current liabilities                                            35           (279)
                Repayment of shareholder note                                        --             17
                                                                                -------       --------

Cash provided (used) by operating activities                                      1,286           (145)
                                                                                -------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                                         (396)          (181)
      Other                                                                        (321)          (125)
                                                                                -------       --------

Cash used by investing activities                                                  (717)          (306)
                                                                                -------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Payments on obligations under capital leases                                 (109)           (83)
      Cash transferred to Wavelight in NWL sale                                      --           (296)
      Proceeds from the sale of common stock under stock plans                       --            472
      Proceeds from the sale of common stock in private placement(1)                 --            731
      Proceeds from the issuance of convertible subordinated debentures(1)           --          2,692
      Proceeds from bank loans                                                    5,350          9,517
      Repayment of bank loans                                                    (5,802)       (11,155)
                                                                                -------       --------

Cash provided (used) by financing activities                                       (561)         1,878
                                                                                -------       --------

Increase in cash and cash equivalents                                                 8          1,427
Cash and cash equivalents, beginning of period                                    2,698          1,449
                                                                                -------       --------

Cash and cash equivalents, end of period                                        $ 2,706       $  2,876
                                                                                =======       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
          Cash paid during the period for:
                Interest                                                        $   116       $    137
                Income taxes                                                    $    --       $     17

           Non-cash reduction is assets relating to NWL sale                         --       $  8,949
           Non-cash reduction in liabilities relating to NWL sale                    --       $  5,415
</TABLE>

(1) Net of issuance costs


            See Notes to Condensed Consolidated Financial Statements



                                       5
<PAGE>   6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

1.      The accompanying condensed consolidated financial statements include
        Laserscope (the "Company", "management", "we", "us", "our") and its
        wholly and majority-owned subsidiaries. All intercompany transactions
        and balances have been eliminated. While the financial information in
        this report is unaudited, in the opinion of management, all adjustments
        (which include only normal recurring adjustments) necessary to present
        fairly the financial position and results of operations as of and for
        the periods indicated have been recorded. We suggest that these
        consolidated financial statements be read in conjunction with the
        consolidated financial statements and notes for the year ended December
        31, 2000 included in the Company's annual report on Form 10-K/A for the
        year ended December 31, 2000. The results of operations for the
        three-month period ended March 31, 2001 are not necessarily indicative
        of the results expected for the full year.

2.      Inventory was comprised of the following (in thousands):

        <TABLE>
        <CAPTION>
                                                  MARCH 31,      DECEMBER 31,
                                                    2001           2000
                                                   ------         ------
        <S>                                       <C>            <C>
        Sub-assemblies and purchased parts         $6,160         $6,295
        Finished goods                              1,877          1,984
                                                   ------         ------
                                                   $8,037         $8,279
                                                   ======         ======
        </TABLE>

3.      Basic net loss per share is calculated using the weighted average of
        common stock outstanding. Diluted net income per share is calculated
        using the weighted average of common stock outstanding plus dilutive
        common equivalent shares from stock options and warrants. Options to
        purchase approximately 2,757,000 and 3,092,000 shares of common stock
        were outstanding at March 31, 2001 and 2000, respectively and warrants
        to purchase approximately 459,000 shares of common stock were
        outstanding at March 31, 2001. The stock options and warrants
        outstanding were not included in the computation of diluted net income
        (loss) per share because we reported losses for the periods that ended
        at these dates and, therefore, the effect would be anti-dilutive.

4.      We consider cash equivalents to be short-term financial instruments that
        are readily convertible to cash, subject to no more than insignificant
        interest rate risk and that have original maturities of three months or
        less. At each of March 31, 2001 and December 31, 2000, our cash
        equivalents were in the form of institutional money market accounts and
        totaled $0.1 million. At March 31, 2001 and December 31, 2000, we had no
        investments in debt or equity securities.

5.      Total comprehensive loss during the quarters ended March 31, 2001 and
        2000 consisted of (in thousands):

        <TABLE>
        <CAPTION>
                                         THREE MONTHS ENDED
                                              MARCH 31,
                                         2001          2000
                                        -----          -----
        <S>                             <C>            <C>
        Net loss                        $(490)         $(352)
        Translation adjustments          (322)          (125)
                                        -----          -----
        Comprehensive loss              $(812)         $(477)
                                        =====          =====
        </TABLE>

6.      During all periods presented, we conducted our business predominantly
        within one industry segment: the medical systems business.



                                       6
<PAGE>   7

7.      On February 18, 2000, we signed an agreement with Wavelight Laser
        Technologie AG ("Wavelight") to sell our interest in NWL Laser
        Technologie GmbH ("NWL").

        During April 2001, Laserscope and Wavelight reached an agreement whereby
        Laserscope waved its rights to $400,000 held by Wavelight in escrow and
        Wavelight waved the right to make any future claims against Laserscope
        with respect to its purchase of NWL.

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

                             INTRODUCTORY STATEMENT

Some of the statements in this Quarterly Report on Form 10-Q, including but not
limited to "Management's discussion and analysis of financial condition and
results of operations," and elsewhere in this document are forward-looking
statements within the meaning of the Private Securities Litigation Act of 1995.
These statements relate to future events or our future financial performance and
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
those expressed or implied by any forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as "may," "will,"
"could," "would," "should," "expect," "plan," "anticipate," "intend," "believe,"
"estimate," "predict," "potential" or "continue" or the negative of these terms
or other comparable terminology. These statements are only predictions. Actual
events or results may differ materially. We refer you to the factors described
under the heading "Risk Factors" in this Quarterly Report on Form 10-Q as well
as to our Annual Report on Form 10-K for the fiscal year ended December 31, 2000
under the heading "Risk Factors" in Part I. Item 1. Business. Readers are
cautioned not to place undue reliance on forward-looking statements. Moreover,
neither we nor any other person assumes responsibility for the accuracy and
completeness of those statements. We are under no duty to update any of the
forward-looking statements after the date of this document to reflect the
occurrence of unanticipated events.

RESULTS OF OPERATIONS:

The following discussion should be read in conjunction with the unaudited
consolidated financial statements and notes included in Part I -- Item 1 of this
Quarterly Report and the audited financial statements and notes contained in the
Company's Annual Report on Form 10-K/A for the year ended December 31, 2000 and
the accompanying Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Net revenues for the quarter ended March 31, 2001 were $8.2 million, a decrease
of approximately 5% from net revenues of $8.6 million in the corresponding
quarter of 2000. The decrease in net revenues during the first quarter of 2001
compared to the first quarter of 2000 is due primarily to lower unit prices on
lasers due to the mix of lasers sold as well as lower sales of disposable fiber
optic devices.

Revenues from the sales of laser systems were approximately 49% of total net
revenues during the quarter ended March 31, 2001, compared to approximately 50%
of total net revenues during the same period in 2000. In dollars, these revenues
decreased approximately 6% while unit sales were level at 90 units in each of
the two quarters. This decrease resulted from lower average unit prices
primarily due to a higher mix of aesthetic lasers sold in the United States in
the first quarter of 2001 compared to the first quarter of



                                       7
<PAGE>   8

2000. We expect that the revenue mix trends in all geographic markets will
continue to shift toward lower-priced office-based aesthetic lasers during the
remainder of 2001.

Revenues from the sales of disposable fiber optic devices and instrumentation
comprised approximately 33% of total net revenues during the quarter ended March
31, 2001 as well as in the corresponding period in 2000. In dollars, these
revenues decreased approximately 5%. The decrease is due to lower disposable
fiber optic device sales in the U.S. partly offset by higher sales of scanning
equipment and hand pieces for use with our aesthetic lasers in the U.S.

During the past several years, our sales have trended towards lower-priced
office lasers for aesthetic procedures and away from lasers to be used in the
hospital for non-aesthetic procedures. This has resulted in lower sales of
disposable supplies since office lasers used in aesthetic procedures, although
carrying one-time sales of instrumentation, generally do not create a stream of
sales of disposable supplies. We believe that our future sales of
instrumentation and disposable supplies depend on our ability to develop and
promote surgical procedures that use these products and to increase our
installed base of systems.

Laserscope's service revenues during the quarter ended March 31, 2001 were 2%
higher than service revenues during the corresponding quarter of 2000. This
increase is the result of higher revenues in the U.S. as well as in Europe. We
believe that future revenues depend on increases to the installed base of lasers
as well as the acceptance of its service contracts by our customers.

Gross margin as a percentage of net revenues was 45% for each of the quarters
ended March 31, 2001 and March 31, 2000. Laserscope expects that gross margin as
a percentage of revenues for the remainder of 2001 may vary from quarter to
quarter as product and distribution mix varies.

Research and development expenses result from activities related to the
development of new laser, instrumentation and disposable products and the
enhancement of our existing products. In the first quarter of 2001, amounts
spent in research and development decreased approximately 6% compared to the
corresponding quarter of 2000. As a percentage of net revenues, these expenses
were approximately 10% in each of the quarters ended March 31, 2001 and March
31, 2000.

Selling, general and administrative expenses increased approximately 1% in the
quarter ended March 31, 2001, compared to the corresponding quarter of 2000. As
a percentage of revenue, these expenses were approximately 40% in the first
quarter of 2001 and 38% in the first quarter of 2000. The essentially level
spending is due to continued vigilance over expenses after the expense reduction
programs instituted by Laserscope in third quarter of 1999. We expect amounts
spent on selling, general and administrative expenses to increase during the
remainder of 2001 as variable selling and marketing expenses increase.

LIQUIDITY AND CAPITAL RESOURCES:

Total assets and liabilities as of March 31, 2001 were $23.4 million and $10.1
million respectively, compared to assets and liabilities of $24.1 million and
$10.0 million at December 31, 2000. Working capital decreased $1.1 million from
$14.8 million at December 31, 2000 to $13.7 million at March 31, 2001, while
cash and cash equivalents remained nearly constant at $2.7 million during the
period. The small increase in cash and cash equivalents was due principally to
operating activities partially offset by investing and financing activities.



                                       8
<PAGE>   9

Cash provided by operating activities totaled $1.3 million. This was the
combined result of the following sources: depreciation and amortization - $0.2
million; decrease in accounts receivable - $0.7 million; decrease in inventory -
$0.2 million; increase in accounts payable - $0.4 million; increase in deferred
revenue - $0.3 million and increase in other current liabilities. These sources
were partially offset by the following uses: net loss - $0.5 million; and
reductions in accrued compensation - $0.1 million.

Cash used by investing activities consisted of capital expenditures of $0.4
million and a translation loss of $0.3 million.

Cash used by financing activities totaled $0.6 million and consisted of
reductions in short-term bank borrowings - $0.5 million and payments on
obligations under capital leases $0.1 million.

Laserscope has in place an asset-based line of credit that provides up to $6.0
million and expires in September 2001. Credit is extended based on eligible
accounts receivable and inventory. At March 31, 2001, we had approximately $2.4
million in borrowing base available against the $0.3 million outstanding and the
$1.1 million in letter of credit reserve requirements. As of March 31, 2001 we
complied with all covenants.

We anticipate that future changes in cash and working capital will be dependent
on a number of factors including:

        Our ability to effectively manage non-cash assets such as inventory and
accounts receivable;

        Our ability to anticipate and adapt to the changes in our industry such
as new and alternative medical procedures;

        Our level of profitability;

        Our determination to acquire or invest in products and businesses
complementary to ours.

        The market price for our common stock as it affects the exercise of
stock options.

We have historically financed acquisitions using our existing cash resources.
While we believe our existing cash resources, including our bank line of credit
will be sufficient to fund our operating needs for the next twelve months,
additional financing will be required for our currently envisioned long-term
needs.

There can be no assurance that any additional financing will be available on
terms acceptable to us, or at all. In addition, future equity financings could
result in dilution to our shareholders, and future debt financings could result
in certain financial and operational restrictions.

RISK FACTORS:

Our business, financial condition and results of operations have been, and in
the future may be, affected by a variety of factors, including those set forth
below and elsewhere in this report.

LIMITED WORKING CAPITAL; POTENTIAL NEED TO RAISE ADDITIONAL CAPITAL.

Current and anticipated demand for our products as well as procurement and
production affect our need for capital. Changes in these or other factors could
have a material impact on capital requirements and may require us to raise
additional capital.



                                       9
<PAGE>   10

HISTORY OF LOSSES; UNCERTAIN FUTURE PROFITABILITY.

There can be no assurance that we can achieve or maintain profitability on a
quarterly basis or at all.

TECHNOLOGICAL CHANGE; UNCERTAIN NEW PRODUCT DEVELOPMENT AND ACCEPTANCE.

We operate in an industry that is subject to rapid technological change. Our
ability to remain competitive and future operating results will depend upon,
among other things, our ability to anticipate and respond rapidly to such change
by developing, manufacturing and marketing technologically innovative products
in sufficient quantities at acceptable costs to meet such demand. Without new
products and enhancements, our existing products will likely become
technologically obsolete, which could result in the write-off of inventory as
well as diminished revenues. Therefore, we intend to continue to invest
significant amounts in research and development.

GOVERNMENT REGULATION; UNCERTAINTY OF OBTAINING REGULATORY APPROVAL.

Government regulation in the United States and other countries is a significant
factor in the development, manufacturing and marketing of many of our products.
There can be no assurance that the appropriate regulatory agencies will grant us
the clearance to market our future products on a timely basis, or at all.

INSURANCE REIMBURSEMENT.

Demand for certain of our products depends on government and private insurance
reimbursement of hospitals and physicians for health care costs, including, but
not limited to, reimbursement of capital equipment costs. Reductions or delays
in such insurance coverage or reimbursement may negatively impact hospitals' and
physicians' decision to purchase our products, adversely affecting our future
sales.

DEPENDENCE ON SINGLE-SOURCE SUPPLIERS AND CERTAIN THIRD PARTIES.

Certain of the components used in our laser products, including certain optical
components, are purchased from single sources. While we believe that most of
these components are available from alternate sources, an interruption of these
or other supplies could adversely affect our ability to manufacture lasers.

COMPETITION.

We compete in the non-ophthalmic surgical segment of the worldwide medical laser
market. In this market, lasers are used in hospital operating rooms, outpatient
surgery centers and individual physician offices for a wide variety of
procedures. This market is highly competitive. Our competitors are numerous and
include some of the world's largest organizations as well as smaller,
highly-specialized firms. We cannot assure that we can compete successfully
against these organizations.

RELIANCE ON PATENTS AND LICENSES.

We cannot assure that any patents or licenses that we hold or that may be issued
as a result of our patent applications will provide any competitive advantages
for our products. Nor can we assure that any of the patents that we now hold or
may hold in the future will not be successfully challenged, invalidated or
circumvented in the future. In addition, we cannot assure that competitors, many
of which have substantial resources and have made substantial



                                       10
<PAGE>   11

investments in competing technologies, will not seek to apply for and obtain
patents that will prevent, limit or interfere with our ability to make, issue,
use and sell our products.

FAILURE TO ATTRACT OR RETAIN KEY PERSONNEL CAN ADVERSELY AFFECT RESULTS.

We depend upon the efforts and abilities of a number of current key personnel.
If we are unable to attract and retain key employees it would have a material
adverse effect on our business, financial condition and results of operations.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

A number of factors affect our quarterly financial results including the timing
of shipments and orders. Our laser products are relatively expensive pieces of
medical capital equipment and the precise shipment date of specific units can
have a marked effect on our results of operations on a quarterly basis. Any
delay in product shipments near the end of a quarter could cause our quarterly
results to fall short of anticipated levels. Furthermore, to the extent we
receive orders near the end of a quarter, we may not be able to fulfill the
order during the balance of that same quarter. Moreover, we typically receive a
disproportionate percentage of orders toward the end of each quarter. To the
extent that we do not receive anticipated orders or orders are delayed beyond
the end of the applicable quarter, our results may be adversely affected and may
be unpredictable from quarter to quarter. In addition, because a significant
portion of our revenues in each quarter result from orders received in that
quarter, we base our production, inventory and operating expenditure levels on
anticipated revenue levels. Thus, if sales do not occur when expected,
expenditure levels could be disproportionately high and operating results for
that quarter and potentially future quarters, would be adversely affected. We
cannot assure that Laserscope will accomplish revenue growth or profitability on
a quarterly or annual basis. Nor can we assure that revenue growth or
profitability will not fluctuate significantly from quarter to quarter.

PRODUCT LIABILITY RISK; LIMITED INSURANCE COVERAGE.

Our business has significant risks of product liability claims. We have
experienced product liability claims from time to time, which we believe are
ordinary for our business. While we cannot predict or determine the outcome of
the actions brought against us, we believe that these actions will not
ultimately have a material adverse impact on Laserscope's financial position or
results of operations.

At present, we maintain product liability insurance on a "claims made" basis
with coverage of $10.0 million in the aggregate with a deductible of $0.1
million per occurrence and an annual maximum aggregate deductible of $0.5
million. We cannot assure that such insurance coverage will be available to us
in the future at a reasonable cost, if at all. Nor can we assure that other
claims will not be brought against us in excess of our insurance coverage.

FACTORS AFFECTING FINANCIAL RESULTS AND STOCK PRICE.

A number of factors affect our financial results and stock price including, but
not limited to:

    product mix;

    competitive pricing pressures;

    material costs;

    revenue and expenses related to new products and enhancements to existing
    products;

    delays in customer purchases in anticipation of new products or product
    enhancements by Laserscope or its competitors.



                                       11
<PAGE>   12

The market price of our common stock may be subject to significant fluctuations.
These fluctuations may be due to factors specific to Laserscope, such as:

    quarterly fluctuations in our financial results;

    changes in analysts' estimates of future results;

    changes in investors' perceptions of our products;

    announcement of new or enhanced products by us or our competitors;

    announcements relating to acquisitions and strategic transactions by us or
    our competitors;

    general conditions in the medical equipment industry;

    general conditions in the financial markets.

The stock market has from time to time experienced extreme price and volume
fluctuations, particularly among stocks of high technology companies, which, on
occasion, have been unrelated to the operating performance of particular
companies. Factors not directly related to Laserscope's performance, such as
negative industry reports or disappointing earnings announcements by publicly
traded competitors, may have an adverse impact on the market price of our common
stock.

As of April 30, 2001, we had 15,883,937 shares of outstanding common stock. The
sale of a substantial number of shares of common stock or the perception that
such sales could occur, could adversely affect prevailing market prices for our
common stock.

INTERNATIONAL BUSINESS.

We intend to continue our operations outside of the United States and
potentially to enter additional international markets. These activities require
significant management attention and financial resources and further subject us
to the risks of operating internationally.

LEGAL PROCEEDINGS.

Laserscope is a party to a number of legal proceedings arising in the ordinary
course of business. While it is not feasible to predict or determine the outcome
of the actions brought against us, we believe that the ultimate resolution of
these claims will not ultimately have a material adverse effect on Laserscope's
financial position or results of operations.

INTEREST RATE RISK.

(See Item 7A.-Quantitative and Qualitative Disclosures About Market Risk in this
Quarterly Report on Form 10-Q.)

WARRANTY OBLIGATIONS.

We have a direct field service organization that provides service for our
products. We generally provide a twelve month warranty on our laser systems.
After the warranty period, maintenance and support is provided on a variety of
service contract bases or on an individual call basis. We also have a "99.0%
Uptime Guarantee" on our laser systems. Under provisions of this guarantee, we
extend the term of the related warranty or service contract if specified system
uptime levels are not maintained. Although most systems covered by this
guarantee have achieved a 99.0% uptime rate to date, we cannot assure that we
can maintain such uptime rates in the future.



                                       12
<PAGE>   13

NO DIVIDENDS.

We have never paid cash dividends on our common stock and do not anticipate
paying cash dividends on the common stock in the foreseeable future. The payment
of dividends on the common stock will depend on our earnings, financial
condition and other business and economic factors affecting us at such time as
the Board of Directors may consider relevant.

"PENNY STOCK" RULES.

Our common stock is traded on the National Association of Securities Dealers
Automated Quotation ("NASDAQ") National Market System, which requires that a
company have, among other things, a minimum bid price of $1.00 in order to
qualify for continued listing. If we fail to maintain our listing for our common
stock on the NASDAQ National Market System, and no other exclusion from the
definition of "penny stock" under the Exchange Act is available, any brokers
engaging in transactions in our securities would be required to provide their
customers with a risk disclosure document, the compensation of the broker/dealer
in the transaction and monthly account statements showing the market values of
our securities held in the customers' accounts. The bid and offer quotations and
compensation information must be provided prior to effecting the transaction and
must be contained on the customer's confirmation. If brokers become subject to
the "penny stock" rules when engaging in transactions in our securities, they
would become less willing to engage in such transactions, thereby making it more
difficult for shareholders to dispose of their shares of Laserscope common
stock.

DILUTION.

Shareholders may experience dilution in the net tangible book value of their
investment upon the exercise of outstanding options and warrants granted under
Laserscope's stock option plans and other options, warrants and outstanding
convertible securities.

OTHER.

Other risks are detailed from time to time in our press releases and other
public disclosure filings with the U.S. Securities and Exchange Commission
("SEC"), copies of which are available upon request from the Company.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Laserscope is exposed to a variety of risks, including changes in interest rates
affecting the return on its investments, outstanding debt balances and foreign
currency fluctuations. In the normal course of business, the Company employs
established policies and procedures to manage its exposure to fluctuations in
interest rates and foreign currency values.


INTEREST RATE RISK

Laserscope's exposure to market rate risk for changes in interest rates relates
primarily to our investment and debt portfolios. We have not used derivative
financial instruments in our investment or debt portfolios. We invest our excess
cash in money market funds and commercial paper. Our debt financings consist of
convertible debentures and bank loans requiring either fixed or variable rate
interest payments. Investments in and borrowings under both fixed-rate and
floating-rate interest-earning instruments carry a degree of interest rate risk.
On the investment side, fixed-rate securities may have their fair market value
adversely



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affected due to a rise in interest rates, while floating-rate securities may
produce less income than expected if interest rates fall. In addition, our
future investment income may fall short of expectations due to changes in
interest rates or we may suffer losses in principal if forced to sell securities
that have declined in market value due to changes in interest rates. On the debt
side, borrowings that require fixed-rate interest payments require greater than
current market rate interest payments if interest rates fall, while floating
rate borrowings may require greater interest payments if interest rates rise.
Additionally, Laserscope's future interest expense may be greater than expected
due to changes in interest rates.

FOREIGN CURRENCY RISK

International revenues were 39% of total revenues in the quarter ended March 31,
2001, compared to 41% of total revenues during the comparable period in 2000.
International sales are made through international distributors and wholly- and
majority-owned subsidiaries with payments to the Company typically denominated
in the local currencies of the United Kingdom and France, and in U.S. dollars in
the rest of the world. Our international business is subject to risks typical of
an international business, including, but not limited to, differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
our future results could be materially adversely affected by changes in these or
other factors. The effect of foreign exchange rate fluctuations on the Company
in the quarters ended March 31, 2001 and 2000 was not material, and we do not
engage in hedging transactions for speculative or trading purposes.



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<PAGE>   15

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to a number of legal proceedings arising in the ordinary
course of business. While it is not feasible to predict or determine the outcome
of the actions brought against it, we believe that the ultimate resolution of
these claims will not ultimately have a material adverse effect on our financial
position or results of operations.


ITEM 2. CHANGES IN SECURITIES

        Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.

ITEM 5. OTHER ITEMS

        Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Not applicable



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                                   SIGNATURES

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

                                       LASERSCOPE

                                       Registrant

                                       /s/ Dennis LaLumandiere
                                       -----------------------------------------
                                       Dennis LaLumandiere
                                       Vice President of Finance
                                       and Chief Financial Officer
                                       (Principal Financial and Accounting
                                        Officer)

Date: May 14, 2001



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