##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-18053
 LASERSCOPE
  CALIFORNIA
    
    77-0049527(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 3070 Orchard Drive
San Jose, California
95134
 (408) 943-0636
  Yes þ
    
    No o
  þ o o
  Yes o
    
    No þ




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##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Income
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial
    
    
    13Results of Operations
    
    
    18Liquidity and Capital Resources
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 5. Other Information
    
    
    35Item 6. Exhibits
    
    
    36SIGNATURES
    
    
    37EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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PART I. FINANCIAL INFORMATION.
 
 Item 1. Financial Statements.
 Laserscope
 
 Condensed Consolidated Balance Sheets
 (in thousands)
 (unaudited)
 March 31,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    33,234
    
    
    $
    30,653Accounts receivable, net of allowance for doubtful accounts of $814 and $416, respectively
    
    
    23,972
    
    
    
    25,138Inventories
    
    
    27,595
    
    
    
    27,058Deferred tax assets
    
    
    14,954
    
    
    
    16,285Other current assets
    
    
    3,507
    
    
    
    2,886Total current assets
    
    
    103,262
    
    
    
    102,020Property and equipment, net
    
    
    10,919
    
    
    
    8,663Goodwill
    
    
    655
    
    
    
    655Other assets
    
    
    405
    
    
    
    432Total assets
    
    $
    115,241
    
    
    $
    111,770Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    7,617
    
    
    $
    7,961Accrued compensation
    
    
    4,341
    
    
    
    4,273Warranty
    
    
    3,004
    
    
    
    2,947Other accrued liabilities
    
    
    6,846
    
    
    
    6,691Deferred revenue
    
    
    4,376
    
    
    
    5,082Capital leases, current portion
    
    
    19
    
    
    
    19Total current liabilities
    
    
    26,203
    
    
    
    26,973Long-term liabilities:Obligations under capital leases
    
    
    4
    
    
    
    9Total long-term liabilities
    
    
    4
    
    
    
    9Contingencies (see note 7)Shareholders equity:Common stock
    
    
    86,341
    
    
    
    84,957Retained earnings
    
    
    3,078
    
    
    
    287Accumulated other comprehensive loss
    
    
    (385
    )
    
    
    (456
    )Total shareholders equity
    
    
    89,034
    
    
    
    84,788Total liabilities and shareholders equity
    
    $
    115,241
    
    
    $
    111,770
  3




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Laserscope
 
 Condensed Consolidated Statements of Income
 (in thousands, except per share amounts)
 (Unaudited)
 Three months endedMarch 31,2006
    
    
    2005Net revenues
    
    $
    32,009
    
    
    $
    28,177Cost of sales (1)
    
    
    12,499
    
    
    
    10,577Gross margin
    
    
    19,510
    
    
    
    17,600Operating expenses:Research and development (1)
    
    
    2,949
    
    
    
    1,585Selling, general and administrative (1)
    
    
    11,835
    
    
    
    9,878Total operating expenses
    
    
    14,784
    
    
    
    11,463Operating income
    
    
    4,726
    
    
    
    6,137Interest income and other, net
    
    
    144
    
    
    
    79Income before income taxes
    
    
    4,870
    
    
    
    6,216Provision for income taxes (1)
    
    
    2,079
    
    
    
    1,253Net income
    
    $
    2,791
    
    
    $
    4,963Net income per shareBasic
    
    $
    0.13
    
    
    $
    0.23Diluted
    
    $
    0.12
    
    
    $
    0.22Shares used for net income per shareBasic
    
    
    22,327
    
    
    
    22,009Diluted
    
    
    22,823
    
    
    
    22,986
 
 (1)
    
    Includes the following amounts
related to share-based compensation
expense of stock options and employee
stock purchases Cost of sales
    
    $
    100
    
    
    $
    Research and development
    
    
    110
    
    
    
    Selling, general and administrative
    
    
    386
    
    
    
    Benefit for income taxes
    
    
    (124
    )
    
    
    Total
    
    $
    472
    
    
    $
    
  4




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Laserscope
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (Unaudited)
 Three months endedMarch 31,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    2,791
    
    
    $
    4,963Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    545
    
    
    
    364Provision for doubtful accounts
    
    
    399
    
    
    
    89Excess tax benefits from share-based compensation
    
    
    (420
    )
    
    
    Tax benefit from employee stock options
    
    
    492
    
    
    
    Share-based compensation expense of stock options and employee stock
purchases
    
    
    596
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    809
    
    
    
    (2,079
    )Inventories
    
    
    (477
    )
    
    
    (3,464
    )Deferred tax assets
    
    
    1,331
    
    
    
    Prepayments and other current assets
    
    
    (600
    )
    
    
    (85
    )Accounts payable
    
    
    (361
    )
    
    
    3,169Accrued compensation
    
    
    59
    
    
    
    (402
    )Warranty
    
    
    57
    
    
    
    68Deferred revenue
    
    
    (712
    )
    
    
    2,170Other accrued liabilities
    
    
    110
    
    
    
    465Net cash provided by operating activities
    
    
    4,619
    
    
    
    5,258Cash flows from investing activities:Acquisition of property and equipment
    
    
    (2,771
    )
    
    
    (694
    )Acquisition of intangibles and licenses
    
    
    
    
    
    
    (15
    )Net cash used in investing activities
    
    
    (2,771
    )
    
    
    (709
    )Cash flows from financing activities:Payments on obligations under capital leases
    
    
    (5
    )
    
    
    (5
    )Proceeds from the sale of common stock under stock option plans
    
    
    295
    
    
    
    1,488Excess tax benefits from share-based compensation
    
    
    420
    
    
    
    Proceeds from warrants exercised
    
    
    
    
    
    
    15Net cash provided by financing activities
    
    
    710
    
    
    
    1,498Effect of exchange rate changes on cash and cash equivalents
    
    
    23
    
    
    
    (31
    )Net increase in cash and cash equivalents
    
    
    2,581
    
    
    
    6,016Cash and cash equivalents, beginning of period
    
    
    30,653
    
    
    
    15,954Cash and cash equivalents, end of period
    
    $
    33,234
    
    
    $
    21,970
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Laserscope
 
 Notes to Unaudited Condensed Consolidated Financial Statements
     Stock Plans
 1994 Stock Option Plan
   1999 Retention Stock Option Plan
   2004 Stock Option Plan
   6




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Directors Stock Option Plans
  1999 Employee Stock Purchase Plan
  General Option Information
  Options
    
    Weighted AverageOutstanding
    
    Exercise PriceBalance, January 1, 2004
    
    
    2,593,357
    
    
    $
    3.63Granted
    
    
    337,250
    
    
    $
    24.49Exercised
    
    
    (1,407,038
    )
    
    $
    2.09Expired
    
    
    (66,076
    )
    
    $
    14.78Balance, December 31, 2004
    
    
    1,457,493
    
    
    $
    9.44Granted
    
    
    579,400
    
    
    $
    29.12Exercised
    
    
    (277,773
    )
    
    $
    5.68Expired
    
    
    (83,467
    )
    
    $
    17.17Balance, December 31, 2005
    
    
    1,675,653
    
    
    $
    16.48Granted
    
    
    51,400
    
    
    $
    20.89Exercised
    
    
    (73,581
    )
    
    $
    4.01Expired
    
    
    (12,213
    )
    
    $
    15.49Balance, March 31, 2006
    
    
    1,641,259
    
    
    $
    17.18
  Options Outstanding
    
    
    
    
    
    Options ExercisableWeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    AverageNumber
    
    Contractual
    
    Exercise
    
    Number
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    Life (Years)
    
    Price
    
    Exercisable
    
    Price$1.03-$1.63
    
    
    166,389
    
    
    
    2.17
    
    
    $
    1.58
    
    
    
    166,389
    
    
    $
    1.58$1.65-$4.19
    
    
    168,113
    
    
    
    3.02
    
    
    $
    3.73
    
    
    
    154,031
    
    
    $
    3.74$4.52-$5.25
    
    
    224,901
    
    
    
    1.60
    
    
    $
    4.98
    
    
    
    168,206
    
    
    $
    5.02$7.53-$7.53
    
    
    1,434
    
    
    
    2.24
    
    
    $
    7.53
    
    
    
    775
    
    
    $
    7.53$9.91-$9.91
    
    
    171,054
    
    
    
    2.39
    
    
    $
    9.91
    
    
    
    99,223
    
    
    $
    9.91$14.33-$21.33
    
    
    228,817
    
    
    
    8.38
    
    
    $
    20.70
    
    
    
    66,243
    
    
    $
    20.49$23.10-$23.10
    
    
    164,500
    
    
    
    9.73
    
    
    $
    23.10
    
    
    
    1,747
    
    
    $
    23.10$24.42-$30.01
    
    
    271,651
    
    
    
    8.23
    
    
    $
    28.93
    
    
    
    271,651
    
    
    $
    28.93$30.85-$31.25
    
    
    100,900
    
    
    
    8.69
    
    
    $
    31.14
    
    
    
    100,900
    
    
    $
    31.14$34.40-$34.40
    
    
    143,500
    
    
    
    9.19
    
    
    $
    34.40
    
    
    
    143,500
    
    
    $
    34.40$1.03-$34.40
    
    
    1,641,259
    
    
    
    5.85
    
    
    $
    17.18
    
    
    
    1,172,665
    
    
    $
    17.06
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Share-Based Payment Accounting for Stock Issued to Employees
   Three months endedMarch 31,2006
    
    2005Expected life of options (in years)
    
    
    3.91
    
    
    
    4.26Expected life of ESPP rights (in years)
    
    
    0.50
    
    
    
    0.50Volatility for options
    
    
    66
    %
    
    
    79
    %Volatility for ESPP rights
    
    
    63
    %
    
    
    82
    %Risk free interest rate for options
    
    
    4.73
    %
    
    
    3.87
    %Risk free interest rate for ESPP rights
    
    
    4.47
    %
    
    
    2.68
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
   8




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Three monthsendedMarch 31, 2005Net Income
    
    As Reported
    
    $
    4,963Deduct:Total stock-based employee
compensation expense
determined under fair value
based method for all awards,
net of related tax effects
    
    
    
    
    
    
    (632
    )Net Income
    
    Pro Forma
    
    $
    4,331Basic Earnings Per Share
    
    As Reported
    
    $
    0.23Pro Forma
    
    
    0.20Diluted Earnings Per Share
    
    As Reported
    
    $
    0.22Pro Forma
    
    
    0.19
   March 31,
    
    
    December 31,2006
    
    
    2005Sub-assemblies and purchased parts
    
    $
    13,067
    
    
    $
    12,785Work-in-process
    
    
    8,769
    
    
    
    7,963Finished goods
    
    
    5,759
    
    
    
    6,310$
    27,595
    
    
    $
    27,058
    9




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Three months endedMarch 31,2006
    
    
    2005Balance at beginning of period
    
    $
    2,947
    
    
    $
    2,536Add: Expense for products sold
    
    
    860
    
    
    
    753Expense to extend pre-existing warranties
    
    
    101
    
    
    
    31Less: Cost of warranty service provided
    
    
    (904
    )
    
    
    (715
    )Balance at end of period
    
    $
    3,004
    
    
    $
    2,605
   Three months endedMarch 31,2006
    
    
    2005Numerator:Net income used in computing basic and diluted net
income per share
    
    $
    2,791
    
    
    $
    4,963Denominator:Weighted average number of common shares
outstanding
used in computing basic net income per share
    
    
    22,327
    
    
    
    22,009Add: Dilutive potential common shares used in
computing
dilutive net income per share
    
    
    496
    
    
    
    977Total weighted average number of shares used in
computing diluted net income per share
    
    
    22,823
    
    
    
    22,986Net income per shareBasic
    
    $
    0.13
    
    
    $
    0.23Diluted
    
    $
    0.12
    
    
    $
    0.22
    Three months endedMarch 31,2006
    
    
    2005Net income
    
    $
    2,791
    
    
    $
    4,963Translation adjustments
    
    
    71
    
    
    
    (118
    )Comprehensive income
    
    $
    2,862
    
    
    $
    4,845
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 INTRODUCTORY STATEMENT
  Overview.
     Three months endedMarch 31, 2006
    
    March 31, 2005McKesson Corp
    
    
    
    
    
    
    12
    %Henry Schein
    
    
    4
    %
    
    
    
  13




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Critical Accounting Policies and Estimates
  
    
    revenue recognition;
    
    share-based compensation expense;
    
    allowance for doubtful accounts;
    
    warranty obligation;
    
    excess and obsolete inventory;
    
    legal contingencies; and
    
    income tax
 Revenue Recognition
  1)
    
    Persuasive evidence of an arrangement exists;2)
    
    Delivery has occurred or services have been rendered;3)
    
    Our selling price is fixed or determinable; and4)
    
    Collectibility is reasonably assured
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Share-based Compensation Expenses
 Share-Based Payment Accounting for Stock Issued to Employees
  16




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Allowance for Doubtful Accounts
  Warranty Obligation
  Excess and Obsolete Inventory
  Legal Contingencies
  17




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Income Tax
   
 Results of Operations.
   Three months endedMarch 31, 2006
    

March
31, 2005
    
    %Amount
    
    %(a)
    
    Amount
    
    %(a)
    
    ChangeRevenues from sales of:Lasers and instrumentation
    
    $
    14,761
    
    
    
    46
    %
    
    
    13,802
    
    
    
    49
    %
    
    
    7
    %Disposable supplies
    
    
    14,672
    
    
    
    46
    %
    
    
    12,438
    
    
    
    44
    %
    
    
    18
    %Service
    
    
    2,576
    
    
    
    8
    %
    
    
    1,937
    
    
    
    7
    %
    
    
    33
    %Total net revenues
    
    $
    32,009
    
    
    
    100
    %
    
    
    28,177
    
    
    
    100
    %
    
    
    14
    %Gross margin
    
    
    19,510
    
    
    
    61
    %
    
    
    17,600
    
    
    
    62
    %
    
    
    11
    %Operating expenses:Research and development
    
    
    2,949
    
    
    
    9
    %
    
    
    1,585
    
    
    
    6
    %
    
    
    86
    %Selling, general and administrative
    
    
    11,835
    
    
    
    37
    %
    
    
    9,878
    
    
    
    35
    %
    
    
    20
    %Operating income
    
    $
    4,726
    
    
    
    15
    %
    
    $
    6,137
    
    
    
    22
    %
    
    
    (23
    %)
 (a)
    
    expressed as a percentage of total net revenues.
 Lasers and instrumentation
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Disposable Supplies
  
    
    Further increases in demand for the PVP procedure;
    
    Growth in the worldwide PVP market; and
    
    Increased positive clinical data on the benefits of the PVP procedure.
  Service
  Gross margin
  Research and development
  Selling, general and administrative
   19




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Provision for Income Taxes
  
 Liquidity and Capital Resources.
  March 31,
    
    December 31,2006
    
    2005Cash and cash equivalents
    
    $
    33,234
    
    
    $
    30,653Total assets
    
    $
    115,241
    
    
    $
    111,770Total liabilities
    
    $
    26,207
    
    
    $
    26,982Working capital
    
    $
    77,059
    
    
    $
    75,047
   
    
    Positive cash flow from operating activities of $4.6 million;
    
    Proceeds from issuance of common stock related to employee participation in employee
stock programs generating $0.3 million; and
    
    Capital expenditures of $2.8 million primarily for facility expansion and implementation
of a new enterprise resource planning system.
  
    
    Generated $4.4 million of cash from net income plus non-cash related expenses;
    
    Used cash of $0.5 million to increase inventory levels, primarily for the laser systems and delivery devices; and
    
    Decreased accounts payable by $0.4 million due to
payments on various fiscal year end expenses.
    20




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
    
    our ability to effectively manage 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; and
    
    the market price for our common stock as it affects the exercise of stock options and
sale of common stock under stock plans.
   Off-Balance Sheet Arrangements.
  Contractual Obligations.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Interest Rate Risk.
   Foreign Currency Risk.
  21




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Item 4. Controls and Procedures.
     Limitations on Effectiveness of Disclosure Controls.
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  RISK FACTORS
  Demand for our products in the United States and internationally is highly dependent on the ability
of physicians, hospitals and other health care facilities to obtain satisfactory reimbursement
rates for our products and services performed with our products from private and governmental
third-party payers as well as direct payments from consumers. If satisfactory reimbursement rates
are not maintained, demand for our products would decline and our business and financial results
and cash flows would suffer.
    The current Facility Fee reimbursement for PVP in the United States has been reduced and
could be reduced further, eliminated or utilized by a competitor.
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Physician Fee Schedule reimbursement for PVP in the United States remains uncertain.
     24




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PVP physician reimbursement is typically lower, on a per-procedure basis, compared to
other BPH therapies.
  If we are not able to protect our intellectual property adequately, we will lose a critical
competitive advantage, which will reduce our revenues, profits and cash flows.
     If we are unable to protect the integrity, safety and proper use of our disposable fiber optic
delivery device used with the GreenLight laser system, it could result in negative patient outcomes
and reduce our disposable delivery device recurring revenue stream.
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We participate in competitive markets with companies that have significantly greater financial,
technical, research and development, manufacturing and marketing resources and/or who produce
standard, entrenched medical technologies.
  
    
    market acceptance of our products;
    
    product performance;
    
    price;
    
    satisfactory reimbursement of the PVP procedure by public and private third party payers;
    
    customer support;
    
    the success and timing of new product development; and
    
    continued development of successful distribution channels.
   If we are unable to effectively manage our growth, our business may be harmed.
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Our dependence on certain single-source suppliers and certain other third parties could adversely
impact our ability to manufacture lasers.
  Problems associated with international business operations could affect our ability to sell our
products.
  
    
    changes in regulatory requirements;
    
    delays resulting from difficulty in obtaining export licenses for certain technology;
    
    customs, tariffs and other barriers and restrictions; and
    
    the burdens of complying with a variety of foreign laws.
  
    
    differing economic conditions;
    
    changes in political climate;
    
    differing tax structures; and
    
    changes in diplomatic and trade relationships and war.
   Our business has significant risks of product liability claims, which could drain our resources and
exceed our limited insurance coverage.
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Our products are subject to government regulation, and we cannot assure that all necessary
regulatory approvals, including approvals for new products or product improvements, will be granted
on a timely basis, if at all, and that we wont be subject to product recalls or warnings and other
regulatory actions and penalties that could materially affect our operating results.
      
    
    fines, injunctions and civil penalties;
    
    recall or seizure of our products;
    
    restrictions on our products or manufacturing processes, including operating
restrictions, partial suspension or total shutdown of production;
    
    denial of requests for 510(k) clearances or PMAs of product candidates;
    
    withdrawal of 510(k) clearances or PMAs already granted;
    
    disgorgement of profits; and
    
    criminal prosecution.
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##### Table of Contents



The regulatory approval process outside the United States varies depending on foreign regulatory
requirements and may limit our ability to develop, manufacture and sell our products
internationally.
  If our dispute with Palomar is resolved in a manner contrary to our position, we could be required
to record additional expenses which could have a material adverse impact on our financial results.
  29




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As we have limited working capital, we may need additional capital that may not be available to us
and, if raised, may dilute our shareholders ownership interest in us.
     
    
    Our ability to manage effectively 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; and
    
    Our determination to acquire or invest in products and businesses complementary to ours.
   We may have difficulty sustaining profitability and may experience additional losses in the future.
  We may be unable to respond to the rapid technological changes that often affect the markets in
which we compete.
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We may become a party to a patent infringement and other intellectual property related actions or
disputes, which could result in significant royalty or other payments or in injunctions that can
prevent the sale of our products.
    Our acquisition of InnovaQuartz, Inc. may not provide us the expected benefits and
could disrupt our business and harm our financial condition.
  Any
future acquisitions or divestitures we make may not provide us the expected benefits and could disrupt
our business and harm our financial condition.
  We may be unable to attract and retain key personnel who are critical to the success of our
business.
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Our quarterly operating results may fluctuate significantly and any failure to meet financial
expectations for any fiscal quarter may cause our stock price to decline.
  If we are unable to expand and maintain our relationship with our U.S. distribution partner, Henry
Schein on favorable contractual terms, our business may be harmed.
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If we are unable to effect a swift transition and rapidly establish a strong working relationship
with our U.S. distribution partner, Henry Schein, we may be unable to achieve growth in sales of
our aesthetic product line in a timely manner or at all.
  If our products contain defects that harm our customers patients, it would damage our reputation,
subject us to potential legal liability and cause us to lose customers and revenue.
   
    
    loss of customers;
    
    increased costs of product, returns and warranty expenses;
    
    damage to our brand reputation;
    
    failure to attract new customers or achieve market acceptance;
    
    action by regulatory authorities;
    
    diversion of development and engineering resources; and
    
    legal actions by our customers.
  Our financial results and stock price are affected by a number of factors which are beyond our
control.
  
    
    product mix;
    
    competitive pricing pressures;
    
    material costs;
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
    
    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 us or our competitors; and
    
    the risk of loss or interruption to our operations or increased costs due to earthquakes,
the availability of power and energy supplies and other events beyond our control .
  
    
    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; and
    
    general conditions in the financial markets.
   Our financial results and stock price are highly dependent upon successful pricing and sales of our
main product line, the GreenLight laser system and related fiber optic delivery device, which
increases our vulnerability to a variety of factors outside of our direct control.
  We are a party to legal proceedings arising in the ordinary course of business.
  We typically assume warranty obligations in connection with the sales of our products, which could
cause a significant drain on our resources if our products perform poorly.
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Natural catastrophic events, such as earthquakes, hurricanes or terrorist attacks may reduce our
revenues and harm our business.
   No Dividends.
  The exercise of outstanding options and warrants granted under our stock option plans and other
options and warrants may result in dilution of our shareholders equity interests.
  Other Risks.
  
 Item 5. Other Information
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Item 6. Exhibits
 Exhibits filed herewith (numbered in accordance with Item 601 of Regulation S-K):
 ExhibitNumber
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350.32.2
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
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SIGNATURES
  LASERSCOPE
Registrant/s/ Derek BertocciDerek BertocciVice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)  37




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Exhibit Index
 ExhibitNumber
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350.32.2
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.