##### 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 September 30, 2005
 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
    
    (I.R.S. Employer Identification No.)of Incorporation or Organization)
 
   þ o
 þ o
 o 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 Condition and Results of Income
    
    
    11Results of Operations
    
    
    13Liquidity and Capital Resources
    
    
    15Risk Factors
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 4. Controls and Procedures
    
    
    30PART II. OTHER INFORMATIONItem 5. Other Information
    
    
    31Item 6. Exhibits
    
    
    31SIGNATURES
    
    
    32EXHIBIT 10.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION.
 
 Item 1. Financial Statements.
 Laserscope
 
 Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 September 30,
    
    
    December 31,2005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    29,083
    
    
    $
    15,954Accounts receivable, net of allowance for doubtful accounts of $157 and $104, respectively
    
    
    22,403
    
    
    
    20,342Inventories, net
    
    
    26,731
    
    
    
    19,446Deferred tax assets
    
    
    15,006
    
    
    
    Other current assets
    
    
    1,902
    
    
    
    1,471Total current assets
    
    
    95,125
    
    
    
    57,213Property and equipment, net
    
    
    6,321
    
    
    
    3,457Goodwill
    
    
    655
    
    
    
    655Other assets
    
    
    662
    
    
    
    264Total assets
    
    $
    102,763
    
    
    $
    61,589Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    7,552
    
    
    $
    2,389Accrued compensation
    
    
    3,974
    
    
    
    4,365Warranty
    
    
    2,979
    
    
    
    2,536Other accrued liabilities
    
    
    5,603
    
    
    
    5,761Deferred revenue
    
    
    4,696
    
    
    
    3,575Capital leases, current portion
    
    
    20
    
    
    
    21Total current liabilities
    
    
    24,824
    
    
    
    18,647Long-term liabilities:Obligations under capital leases
    
    
    14
    
    
    
    31Total long-term liabilities
    
    
    14
    
    
    
    31Contingencies (see note 7)Shareholders equity:Common stock
    
    
    83,855
    
    
    
    65,009Accumulated deficit
    
    
    (5,619
    )
    
    
    (22,263
    )Accumulated other comprehensive income (loss)
    
    
    (311
    )
    
    
    165Total shareholders equity
    
    
    77,925
    
    
    
    42,911Total liabilities and shareholders equity
    
    $
    102,763
    
    
    $
    61,589
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Laserscope
 
 Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net revenues
    
    $
    30,428
    
    
    $
    24,156
    
    
    $
    92,123
    
    
    $
    64,340Cost of sales
    
    
    12,403
    
    
    
    9,749
    
    
    
    36,131
    
    
    
    26,935Gross margin
    
    
    18,025
    
    
    
    14,407
    
    
    
    55,992
    
    
    
    37,405Operating expenses:Research and development
    
    
    2,123
    
    
    
    1,143
    
    
    
    5,446
    
    
    
    3,727Selling, general and administrative
    
    
    10,533
    
    
    
    8,763
    
    
    
    32,100
    
    
    
    23,834Total operating expenses
    
    
    12,656
    
    
    
    9,906
    
    
    
    37,546
    
    
    
    27,561Operating income
    
    
    5,369
    
    
    
    4,501
    
    
    
    18,446
    
    
    
    9,844Interest income and other, net
    
    
    92
    
    
    
    (52
    )
    
    
    419
    
    
    
    321Income before income taxes
    
    
    5,461
    
    
    
    4,449
    
    
    
    18,865
    
    
    
    10,165Provision for (benefit) from income taxes
    
    
    (862
    )
    
    
    96
    
    
    
    2,221
    
    
    
    610Net income
    
    $
    6,323
    
    
    $
    4,353
    
    
    $
    16,644
    
    
    $
    9,555Net income per shareBasic
    
    $
    0.28
    
    
    $
    0.20
    
    
    $
    0.75
    
    
    $
    0.46Diluted
    
    $
    0.28
    
    
    $
    0.19
    
    
    $
    0.73
    
    
    $
    0.42Shares used for net income per shareBasic
    
    
    22,196
    
    
    
    21,364
    
    
    
    22,101
    
    
    
    20,875Diluted
    
    
    22,955
    
    
    
    22,778
    
    
    
    22,937
    
    
    
    22,780
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Laserscope
 
 Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 Nine Months EndedSeptember 30,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    16,644
    
    
    $
    9,555Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    1,066
    
    
    
    681Provision for doubtful accounts
    
    
    53
    
    
    
    (26
    )Provision for excess and obsolete inventory
    
    
    130
    
    
    
    286Tax benefit from employee stock options
    
    
    14,825
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    (2,489
    )
    
    
    (6,362
    )Inventories
    
    
    (7,664
    )
    
    
    (5,728
    )Deferred tax assets
    
    
    (15,006
    )
    
    
    Prepayments and other current assets
    
    
    (609
    )
    
    
    (44
    )Accounts payable
    
    
    4,895
    
    
    
    1,469Accrued compensation
    
    
    (357
    )
    
    
    1,893Warranty
    
    
    442
    
    
    
    383Deferred revenue
    
    
    1,169
    
    
    
    1,414Other current liabilities
    
    
    1,229
    
    
    
    946Tax payable
    
    
    (749
    )
    
    
    452Net cash provided by operating activities
    
    
    13,579
    
    
    
    4,919Cash flows from investing activities:Acquisition of property and equipment
    
    
    (3,917
    )
    
    
    (2,131
    )Acquisition of intangibles and licenses
    
    
    (433
    )
    
    
    Net cash used in investing activities
    
    
    (4,350
    )
    
    
    (2,131
    )Cash flows from financing activities:Payments on obligations under capital leases
    
    
    (15
    )
    
    
    9Proceeds from the sale of common stock under stock option plans
    
    
    4,007
    
    
    
    2,702Proceeds from warrants exercised
    
    
    15
    
    
    
    Net cash provided by financing activities
    
    
    4,007
    
    
    
    2,711Effect of exchange rate changes on cash and cash equivalents
    
    
    (107
    )
    
    
    13Net increase in cash and cash equivalents
    
    
    13,129
    
    
    
    5,512Cash and cash equivalents, beginning of period
    
    
    15,954
    
    
    
    7,158Cash and cash equivalents, end of period
    
    $
    29,083
    
    
    $
    12,670
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Laserscope
 
 Notes to Unaudited Condensed Consolidated Financial Statements
       Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net Income
    
    As Reported
    
    $
    6,323
    
    
    $
    4,353
    
    
    $
    16,644
    
    
    $
    9,555Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects
    
    
    
    
    
    
    (928
    )
    
    
    (437
    )
    
    
    (2,318
    )
    
    
    (1,461
    )Net Income
    
    Pro Forma
    
    $
    5,395
    
    
    $
    3,916
    
    
    $
    14,326
    
    
    $
    8,094Basic Earnings Per Share
    
    As Reported
    
    $
    0.28
    
    
    $
    0.20
    
    
    $
    0.75
    
    
    $
    0.46Pro Forma
    
    
    0.24
    
    
    
    0.18
    
    
    
    0.65
    
    
    
    0.39Diluted Earnings Per Share
    
    As Reported
    
    $
    0.28
    
    
    $
    0.19
    
    
    $
    0.73
    
    
    $
    0.42Pro Forma
    
    
    0.24
    
    
    
    0.17
    
    
    
    0.62
    
    
    
    0.36
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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Expected life of options (in
years)
    
    
    4.30
    
    
    
    4.45
    
    
    
    4.27
    
    
    
    4.42Expected life of ESPP rights (in years)
    
    
    0.50
    
    
    
    0.50
    
    
    
    0.50
    
    
    
    0.50Volatility for options
    
    
    72
    %
    
    
    81
    %
    
    
    75
    %
    
    
    84
    %Volatility for ESPP rights
    
    
    47
    %
    
    
    46
    %
    
    
    78
    %
    
    
    46
    %Risk free interest rate for options
    
    
    4.12
    %
    
    
    3.36
    %
    
    
    3.90
    %
    
    
    3.21
    %Risk free interest rate for ESPP rights
    
    
    3.53
    %
    
    
    1.70
    %
    
    
    2.68
    %
    
    
    1.00
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
     September 30,
    
    
    December 31,2005
    
    
    2004Sub-assemblies and purchased parts
    
    $
    13,465
    
    
    $
    9,120Work-in-process
    
    
    7,155
    
    
    
    6,330Finished goods
    
    
    6,111
    
    
    
    3,996$
    26,731
    
    
    $
    19,446
  Warranty
    Nine months endedSeptember 30,2005
    
    
    2004Balance at beginning of period
    
    $
    2,536
    
    
    $
    1,947Add: Expense for products sold
    
    
    2,776
    
    
    
    2,186Expense to extend pre-existing warranties
    
    
    92
    
    
    
    Less: Cost of warranty service provided
    
    
    (2,425
    )
    
    
    (1,803
    )Balance at end of period
    
    $
    2,979
    
    
    $
    2,330
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Service Contracts
  Nine months endedSeptember 30,2005
    
    
    2004Balance at beginning of period
    
    $
    2,936
    
    
    $
    1,433Add: Payments received
    
    
    4,765
    
    
    
    3,416Costs incurred under extended service contracts
    
    
    2,679
    
    
    
    1,982Less: Revenue recognized
    
    
    (4,279
    )
    
    
    (2,828
    )Settlements made under extended service contracts during
the period
    
    
    (2,679
    )
    
    
    (1,982
    )Balance at end of period
    
    $
    3,422
    
    
    $
    2,021
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Numerator:Net income used in computing basic and diluted net
income per share
    
    $
    6,323
    
    
    $
    4,353
    
    
    $
    16,644
    
    
    $
    9,555Denominator:Weighted average number of common shares
outstanding
used in computing basic net income per share
    
    
    22,196
    
    
    
    21,364
    
    
    
    22,101
    
    
    
    20,875Add: Dilutive potential common shares used in
computing
dilutive net income per share
    
    
    759
    
    
    
    1,414
    
    
    
    836
    
    
    
    1,905Total weighted average number of shares used in
computing diluted net income per share
    
    
    22,955
    
    
    
    22,778
    
    
    
    22,937
    
    
    
    22,780Net income per shareBasic
    
    $
    0.28
    
    
    $
    0.20
    
    
    $
    0.75
    
    
    $
    0.46Diluted
    
    $
    0.28
    
    
    $
    0.19
    
    
    $
    0.73
    
    
    $
    0.42
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Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income
    
    $
    6,323
    
    
    $
    4,353
    
    
    $
    16,644
    
    
    $
    9,555Translation adjustments
    
    
    (64
    )
    
    
    8
    
    
    
    (476
    )
    
    
    51Comprehensive income
    
    $
    6,259
    
    
    $
    4,361
    
    
    $
    16,168
    
    
    $
    9,606
            Nine monthsendedSeptember 30,2005Federal statutory rate
    
    
    35.0
    %State, net of federal benefit
    
    
    5.4
    %R&D credits and export incentives
    
    
    (3.4
    )%Other
    
    
    1.8
    %Change in valuation allowance
    
    
    (27.0
    )%Total provision for income taxes
    
    
    (11.8
    )%
 9




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TM
    
  10




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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, 2005
    
    June 30, 2005
    
    September 30, 2005McKesson Corp.
    
    
    12%
    
    
    
    7%
    
    
    
    4%Henry Schein,
Inc.
    
    
    
    
    
    
    
    
    
    
    2%
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12




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Results of Operations.
   Three months ended
    
    
    
    
    
    
    Nine months endedSeptember 30, 2005
    
    
    September 30, 2004
    
    
    %
    
    
    September 30, 2005
    
    
    September 30, 2004
    
    
    %Amount
    
    
    %(a)
    
    
    Amount
    
    
    %(a)
    
    
    Change
    
    
    Amount
    
    
    %(a)
    
    
    Amount
    
    
    %(a)
    
    
    ChangeRevenues from
sales of:Lasers &
Instrumentation
    
    $
    14,767
    
    
    
    49
    %
    
    
    14,638
    
    
    
    61
    %
    
    
    1
    %
    
    $
    44,919
    
    
    
    49
    %
    
    $
    39,600
    
    
    
    62
    %
    
    
    13
    %Disposable supplies
    
    
    13,450
    
    
    
    44
    %
    
    
    7,587
    
    
    
    31
    %
    
    
    77
    %
    
    
    40,879
    
    
    
    44
    %
    
    
    19,277
    
    
    
    30
    %
    
    
    112
    %Service
    
    
    2,211
    
    
    
    7
    %
    
    
    1,931
    
    
    
    8
    %
    
    
    15
    %
    
    
    6,325
    
    
    
    7
    %
    
    
    5,463
    
    
    
    8
    %
    
    
    16
    %Total net revenues
    
    $
    30,428
    
    
    
    100
    %
    
    
    24,156
    
    
    
    100
    %
    
    
    26
    %
    
    $
    92,123
    
    
    
    100
    %
    
    $
    64,340
    
    
    
    100
    %
    
    
    43
    %Gross margin
    
    
    18,025
    
    
    
    59
    %
    
    
    14,407
    
    
    
    60
    %
    
    
    25
    %
    
    
    55,992
    
    
    
    61
    %
    
    
    37,405
    
    
    
    58
    %
    
    
    50
    %Operating expenses:Research &
development
    
    
    2,123
    
    
    
    7
    %
    
    
    1,143
    
    
    
    5
    %
    
    
    86
    %
    
    
    5,446
    
    
    
    6
    %
    
    
    3,727
    
    
    
    6
    %
    
    
    46
    %Selling, general &
administration
    
    
    10,533
    
    
    
    35
    %
    
    
    8,763
    
    
    
    36
    %
    
    
    20
    %
    
    
    32,100
    
    
    
    35
    %
    
    
    23,834
    
    
    
    37
    %
    
    
    35
    %Net income
    
    $
    6,323
    
    
    
    21
    %
    
    $
    4,353
    
    
    
    18
    %
    
    
    45
    %
    
    $
    16,644
    
    
    
    18
    %
    
    $
    9,555
    
    
    
    15
    %
    
    
    74
    %
 
 (a)
    
    expressed as a percentage of total net revenues. Lasers and instrumentation
  Disposable Supplies
   13




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Service
  Gross margin
  Research and development
  Selling, general and administrative
  Provision for Income Taxes
  14




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Recent Accounting Pronouncements
     
 Liquidity and Capital Resources.
  September 30,

    
    
    December 31,2005
    
    2004Cash and cash equivalents
    
    $
    29,083
    
    
    $
    15,954Total assets
    
    $
    102,763
    
    
    $
    61,589Total liabilities
    
    $
    24,838
    
    
    $
    18,678Working capital
    
    $
    70,301
    
    
    $
    38,566
   
    
    Positive cash flow from operating activities of $13.6 million;
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
    
    Proceeds from issuance of common stock related to employee participation in employee
stock programs generating $4.0 million; and
    
    Capital expenditures of $3.9 million primarily for facility expansion and implementation
of a new enterprise resource planning system.
  
    
    Generated $17.9 million of cash from net income plus non-cash related expenses;
    
    Used cash of $7.7 million to increase inventory levels, primarily for the GreenLight laser systems and delivery devices;
    
    Increased accounts payable by $4.9 million due to increased sales and marketing expenses; and
    
    Increased sales, which resulted in increases of $2.5 million and $1.2 million to
accounts receivable and deferred revenue, respectively.
     
    
    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.
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Contractual Obligations.
   17




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RISK FACTORS
  Demand for our products in the United States and internationally is highly dependent on the
ability of physicians, hospitals and other healthcare 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 Laserscope 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.
    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
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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.
  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.
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
    
    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.
   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.
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
    
    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.
   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.
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
    
    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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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.
  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.
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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.
     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.
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Any
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.
   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, Inc. 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;
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
    
    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;
    
    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; 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.
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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.
  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 Laserscopes stock option plans and
other options and warrants may result in dilution of our shareholders equity interests.
  Other Risks.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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Interest Rate Risk.
  Foreign Currency Risk.
  
 Item 4. Controls and Procedures.
     Limitations on Effectiveness of Disclosure Controls.
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PART II. OTHER INFORMATION
 
 Item 5. Other Information
   
 Item 6. Exhibits
 Exhibits filed herewith (numbered in accordance with Item 601 of Regulation S-K):
 ExhibitNumber
    
    Description10.1*
    
    Form of Distribution Agreement
between Laserscope and Henry Schein, Inc. dated July 29, 2005.31.1
    
    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)  32




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Exhibit Index
 ExhibitNumber
    
    Description10.1*
    
    Form of Distribution Agreement
between Laserscope and Henry Schein, Inc. dated July 29, 200531.1
    
    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.
 *
  
  Confidential Treatment has been requested.