<PAGE>   1

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                                 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

                       COMMISSION FILE NUMBER: 000-23461

                            ------------------------

                          SPECTRA-PHYSICS LASERS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            ------------------------

<TABLE>
<S>                                            <C>
                  DELAWARE                                      77-0264342
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
</TABLE>

           1335 TERRA BELLA AVENUE, MOUNTAIN VIEW, CALIFORNIA, 94043
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 650-961-2550
   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR IF CHANGED SINCE LAST
                                    REPORT)

     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 outstanding of the Registrant's common stock, par
value $0.01 per share, at March 31, 2001 was 16,699,522 shares.

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<PAGE>   2

                          SPECTRA-PHYSICS LASERS, INC.

                                   FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2001

                                     INDEX

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
                       PART I  FINANCIAL INFORMATION

Item 1.  Financial statements and supplementary data:
         (a) Consolidated Balance Sheets at March 31, 2001 and
             December 31, 2000.......................................    1
         (b) Consolidated Statements of Operations for the three
         months ended March 31, 2001 and 2000........................    2
         (c) Consolidated Statements of Cash Flows for the three
         months ended March 31, 2001 and 2000........................    3
         (d) Notes to Consolidated Financial Statements..............    4
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................    8
Item 3.  Quantitative and Qualitative Disclosures About Market
         Risk........................................................   14

                        PART II  OTHER INFORMATION

Item 1.  Legal Proceedings...........................................   15
Item 2.  Changes in Securities.......................................   16
Item 3.  Defaults Upon Senior Securities.............................   16
Item 4.  Submission of Matters to a Vote by Security Holders.........   16
Item 5.  Other Information...........................................   16
Item 6.  Exhibits and Reports on Form 8-K............................   16
         Signatures..................................................   17
</TABLE>
<PAGE>   3

                        PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          SPECTRA-PHYSICS LASERS, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                               MARCH 31,     DECEMBER 31,
                                                                 2001            2000
                                                              -----------    ------------
                                                              (UNAUDITED)     (SEE NOTE)
<S>                                                           <C>            <C>
Current assets:
  Cash and cash equivalents.................................   $  7,810        $ 22,639
  Accounts receivable, less allowance for doubtful accounts
     of $1,043 and $842, respectively.......................     39,291          42,725
  Inventories...............................................     50,819          47,498
  Deferred tax assets.......................................      5,046           5,046
  Prepaid expenses and other current assets.................      6,108           6,925
                                                               --------        --------
          Total current assets..............................    109,074         124,833
                                                               --------        --------
Property, plant and equipment, net..........................     63,135          57,746
Goodwill and other intangible assets, net of accumulated
  amortization of $3,208 and $2,989, respectively...........      3,921           4,140
Other assets................................................      6,499           4,112
                                                               --------        --------
          Total assets......................................   $182,629        $190,831
                                                               ========        ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..........................................   $ 11,910        $ 17,561
  Borrowings under credit facilities with banks.............     20,059          22,311
  Borrowings under a credit facility with an affiliated
     company................................................      7,000              --
  Accrued and other current liabilities, including $421 and
     $1,294, respectively due to affiliated companies.......     22,632          29,929
                                                               --------        --------
          Total current liabilities.........................     61,601          69,801
Long term debt..............................................      5,625           7,500
Other long term liabilities.................................        732             714
Commitments and contingencies
Stockholders' equity:
  Common stock..............................................        167             167
  Additional paid-in capital................................    104,067         102,976
  Retained earnings.........................................     10,894          10,875
  Accumulated other comprehensive income (loss).............       (457)         (1,202)
                                                               --------        --------
          Total stockholders' equity........................    114,671         112,816
                                                               --------        --------
          Total liabilities and stockholders' equity........   $182,629        $190,831
                                                               ========        ========
</TABLE>

---------------

Note: The balance sheet at December 31, 2000 has been derived from the Company's
audited consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
                See Notes to Consolidated Financial Statements.
                                        1
<PAGE>   4

                          SPECTRA-PHYSICS LASERS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                  MARCH 31,
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
<S>                                                           <C>        <C>
Net sales...................................................  $54,554    $39,368
Cost of products sold.......................................   36,698     23,233
                                                              -------    -------
     Gross margin...........................................   17,856     16,135
                                                              -------    -------
Operating expenses:
  Research and development..................................    5,667      5,499
  Selling, general and administrative.......................   11,315      8,397
  Other.....................................................      587         --
                                                              -------    -------
          Total operating expenses..........................   17,569     13,896
                                                              -------    -------
          Operating income..................................      287      2,239
                                                              -------    -------
Other income (expense):
  Interest income (expense).................................     (121)       238
  Foreign currency gain (loss)..............................     (135)       155
                                                              -------    -------
          Total other income (expense)......................     (256)       393
                                                              -------    -------
          Income before income taxes and cumulative effect
           of change in accounting method...................       31      2,632
Income tax expense..........................................      (12)    (1,000)
                                                              -------    -------
          Income before cumulative effect of change in
           accounting method................................       19      1,632
Cumulative effect of change in accounting method (net of
  income taxes of $1,778)...................................       --     (2,022)
                                                              -------    -------
     Net income (loss)......................................  $    19    $  (390)
                                                              =======    =======
Per share:
  Income before cumulative effect of change in accounting
     method:
     Basic..................................................  $  0.00    $  0.10
     Diluted................................................  $  0.00    $  0.09
  Cumulative effect of change in accounting method:
     Basic..................................................  $    --    $ (0.12)
     Diluted................................................  $    --    $ (0.12)
  Net Income (loss) per share:
     Basic..................................................  $  0.00    $ (0.02)
     Diluted................................................  $  0.00    $ (0.02)
Shares used in computing net income (loss) per share:
     Basic..................................................   16,692     16,464
     Diluted................................................   17,274     17,354
</TABLE>

                See Notes to Consolidated Financial Statements.
                                        2
<PAGE>   5

                          SPECTRA-PHYSICS LASERS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------    -------
<S>                                                           <C>         <C>
OPERATING ACTIVITIES
Net income (loss)...........................................  $     19    $  (390)
Adjustments to reconcile net income (loss) to cash provided
  by (used in) operating activities:
  Depreciation and amortization.............................     2,616      1,828
  Changes in operating assets and liabilities:
     Accounts receivable....................................     3,434      9,833
     Inventories............................................    (3,321)    (8,223)
     Prepaid expenses and other current assets..............       817        400
     Accounts payable.......................................    (5,652)      (697)
     Accrued and other current liabilities..................    (5,792)    (1,581)
                                                              --------    -------
          Total cash provided by (used in) operating
           activities.......................................    (7,879)     1,170
                                                              --------    -------
INVESTING ACTIVITIES
Purchases of property, plant and equipment..................    (7,946)    (2,711)
Investment..................................................      (955)        --
Other.......................................................    (1,366)      (147)
                                                              --------    -------
          Total cash used in investing activities...........   (10,267)    (2,858)
                                                              --------    -------
FINANCING ACTIVITIES
Net borrowings (payments) under credit facilities...........     2,891       (777)
Net proceeds from issuance of common stock..................     1,091      3,818
                                                              --------    -------
          Total cash provided by financing activities.......     3,982      3,041
                                                              --------    -------
Effect of changes in foreign currency exchange rates........      (665)      (286)
                                                              --------    -------
          Increase (decrease) in cash and cash
           equivalents......................................   (14,829)     1,067
Cash and cash equivalents at beginning of year..............    22,639     23,278
                                                              --------    -------
Cash and cash equivalents at end of period..................  $  7,810    $24,345
                                                              ========    =======
</TABLE>

                See Notes to Consolidated Financial Statements.
                                        3
<PAGE>   6

                          SPECTRA-PHYSICS LASERS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Spectra-Physics Lasers, Inc. ("the Company") designs, develops,
manufactures and distributes lasers, laser systems and optics for the
industrial, original equipment manufacturer (OEM), and research and development
markets.

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the three months ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.

     The Company's fiscal year ends on December 31. The Company's fiscal
quarters end on the Friday of the thirteenth week of each quarter. For
presentation purposes, the financial statements reflect the calendar month-end
date.

 2. INVENTORIES

     Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                       MARCH 31,    DECEMBER 31,
                                                         2001           2000
                                                       ---------    ------------
<S>                                                    <C>          <C>
Raw material.........................................   $15,012       $19,519
Work in process......................................    12,900         9,533
Finished goods (including $4,850 and $5,600 at
  customer locations, respectively)..................    22,907        18,446
                                                        -------       -------
                                                        $50,819       $47,498
                                                        =======       =======
</TABLE>

 3. NET INCOME (LOSS) PER SHARE

     Basic net income (loss) per share is computed by dividing net income (loss)
by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per share is computed giving effect to all diluted
potential common shares that were outstanding during the period. Dilutive
potential common shares consist of the incremental common shares issuable upon
the exercise of stock options.

                                        4
<PAGE>   7
                          SPECTRA-PHYSICS LASERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

     The following table presents the calculation of basic and diluted net
income (loss) per share as required under SFAS No. 128 (in thousands, except per
share data):

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                           ------------------
                                                            2001       2000
                                                           -------    -------
<S>                                                        <C>        <C>
Numerator:
  Net income (loss)......................................  $    19    $  (390)
                                                           =======    =======
Denominator:
  Denominator for basic net income (loss) per share:
     Weighted average shares.............................   16,692     16,464
  Effect of dilutive securities:
     Employee stock options..............................      582        890
                                                           -------    -------
  Denominator for diluted net income (loss) per share....   17,274     17,354
                                                           =======    =======
Net income (loss)per share -- Basic......................  $  0.00    $ (0.02)
Net income (loss) per share -- Diluted...................  $  0.00    $ (0.02)
</TABLE>

 4. COMPREHENSIVE INCOME (LOSS)

     Comprehensive income (loss) was as follows (in thousands):

<TABLE>
<CAPTION>
                                                              THREE MONTHS
                                                                  ENDED
                                                                MARCH 31,
                                                             ---------------
                                                              2001     2000
                                                             ------    -----
<S>                                                          <C>       <C>
Net income (loss)..........................................  $   19    $(390)
Foreign currency translation adjustments...................    (743)    (430)
Unrealized gain on forward foreign currency contracts, net
  of income taxes..........................................   1,488      857
                                                             ------    -----
          Total comprehensive income.......................  $  764    $  37
                                                             ======    =====
</TABLE>

     Accumulated other comprehensive income presented in the accompanying
consolidated balance sheets consists of the cumulative foreign currency
translation adjustments and net unrealized gains (losses) on forward foreign
currency contracts.

 5. LEGAL AND ENVIRONMENTAL MATTERS

     See Part II., Item 1.

 6. SEGMENT REPORTING

DESCRIPTION OF THE TYPES OF PRODUCTS AND SERVICES FROM WHICH EACH OF THE
REPORTABLE SEGMENT DERIVES ITS REVENUES

     In 2000, the Company realigned its business units to support growth in
telecommunications and other strategic markets. The Company's current structure
includes four operating groups, the Passive Telecommunications Group, the Active
Telecommunications Group, the Laser Group, and Spectra-Physics Distribution.
Prior to 2000, the Company had five reportable segments: the Passive Components
(PC) business unit; the Industrial and Scientific Lasers (ISL) business unit;
the Original Equipment Manufacturer (OEM) business unit; Opto Power Corporation
(OPC); and Spectra-Physics Distribution (SPD) business unit.

                                        5
<PAGE>   8
                          SPECTRA-PHYSICS LASERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

     The Passive Telecommunications Group (PTG) which consists primarily of the
Passive Component business unit produces passive components for sale to
telecommunication customers and for use by the Laser Group in the Company's
laser products. The Laser Group (LG) which consists of ISL, OEM and Laser
Analytical Systems GmbH primarily produces high power solid state and
conventional lasers for sale in all of the Company's principal markets. The
Active Telecom Group (ATG) which consists principally of Opto Power Corporation
primarily produces semiconductor lasers for sale to telecommunication, medical,
industrial manufacturing and image recording customers and for use by the Laser
Group in the Company's solid state laser products. The Spectra-Physics
Distribution (SPD) business unit is primarily responsible for selling and
servicing products directly in the United States, Japan, Germany, the United
Kingdom, and the Netherlands, and through approximately 30 independent
distributors throughout the remainder of the world. Certain 2000 segment
information has been reclassified to conform to the 2001 presentation.

MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS

     The Company evaluates performance and allocates resources based on Earnings
Before Interest and Taxes (EBIT). The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies in the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

     Intersegment sales and transfers are recorded at intercompany transfer
prices which approximate sales as if conducted on an arm's length basis.

FACTORS MANAGEMENT USED TO IDENTIFY THE COMPANY'S REPORTABLE SEGMENTS

     The Company's reportable segments are identified by Group. The reportable
segments are each managed separately because they manufacture and distribute
distinct products with different production methods.

     Information about segments (in thousands):

<TABLE>
<CAPTION>
                                                                                    ALL
                                             ATG       PTG       LG        SPD     OTHERS    TOTAL
                                           -------   -------   -------   -------   ------   --------
<S>                                        <C>       <C>       <C>       <C>       <C>      <C>
Three months ended March 31, 2001
  Net sales to external customers........  $   682   $    13   $   286   $51,467   $2,106   $ 54,554
  Intersegment net sales.................    9,949     7,191    38,459        --       --     55,599
  Segment EBIT...........................     (322)   (1,302)    7,195    (3,956)   1,132      2,747
  Segment assets.........................   46,069    28,420    63,393    81,078       --    218,960
</TABLE>

<TABLE>
<CAPTION>
                                                                                    ALL
                                             ATG       PTG       LG        SPD     OTHERS    TOTAL
                                           -------   -------   -------   -------   ------   --------
<S>                                        <C>       <C>       <C>       <C>       <C>      <C>
Three months ended March 31, 2000
  Net sales to external customers........  $ 1,115   $     6   $    88   $38,133   $   26   $ 39,368
  Intersegment net sales.................    5,880     3,248    30,319        --       --     39,447
  Segment EBIT...........................     (527)     (877)    6,993    (1,592)    (741)     3,256
  Segment assets.........................   34,260    10,919    48,520    66,623       --    160,322
</TABLE>

                                        6
<PAGE>   9
                          SPECTRA-PHYSICS LASERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

     Reconciliation of segment information to financial statements (in
thousands):

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                              MARCH 31,
                                                         --------------------
                                                           2001        2000
                                                         --------    --------
<S>                                                      <C>         <C>
Net sales:
  Total external sales for reportable segments.........  $ 52,448    $ 39,342
  Intersegment sales for reportable segments...........    55,599      39,447
  Other sales..........................................     2,106          26
  Elimination of intersegment sales....................   (55,599)    (39,447)
                                                         --------    --------
          Total consolidated net sales.................  $ 54,554    $ 39,368
                                                         ========    ========
Income (loss) before income taxes and cumulative effect
  of change in accounting method:
  Total EBIT for reportable segments...................  $  1,615    $  3,997
  Other EBIT...........................................     1,132        (741)
  Corporate expenses...................................    (1,873)     (1,019)
  Other expenses not allocated to segments.............      (587)          2
  Interest income (expense)............................      (121)        238
  Foreign currency gain (loss).........................      (135)        155
                                                         --------    --------
          Total consolidated income before income taxes
            and cumulative effect of change in
            accounting method..........................  $     31    $  2,632
                                                         ========    ========
</TABLE>

 7. SUBSEQUENT EVENTS

     In April 2001, the Company announced measures to reduce its workforce in
the Passive Telecommunications Group in Oroville, California and centralize all
of its European distribution operations in one location in Darmstadt, Germany,
near Frankfurt. As a result the Company expects to recognize in the second
quarter of fiscal 2001 a one-time charge to earnings principally for severance
payments of approximately $1.0 million covering 140 employees.

 8. REVENUE RECOGNITION

     Effective January 1, 2000, the Company adopted Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements", as amended ("SAB 101"),
issued by the Securities and Exchange Commission in December 1999. The adoption
of SAB 101 resulted in a change in method of accounting for revenue related to
certain product shipments. The cumulative effect of this accounting change was
$2.0 million (net of taxes). The accounting change did not have a material
effect on revenue and quarterly earnings during 2000. The Company restated its
results for the first three quarters of the year ended December 31, 2000, as
reflected in footnote 10 of the Notes to the Company's Consolidated Financial
Statements included in the Annual Report on Form 10-K for the year ended
December 31, 2000.

                                        7
<PAGE>   10

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

STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT

     Certain information in this quarterly report on Form 10-Q, including but
not limited to the Management's Discussion and Analysis of Financial Condition
and Results of Operations, may constitute forward-looking statements as such
term is defined in Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Certain forward-looking statements can be
identified by the use of forward-looking terminology such as, "believes,"
"expects," "may," "will," "should," "seeks," "approximately," "intends,"
"plans," "estimates," "anticipates," or "hopeful," or the negative thereof or
other comparable terminology, or by discussions of strategy, plans or
intentions. Forward-looking statements involve risks and uncertainties,
including those described in the Risk Factors section of Item 1 of
Spectra-Physics Lasers, Inc's (the "Company's") Annual Report on Form 10-K,
which could cause actual results to be materially different than those in the
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. The
Company assumes no obligation to update such information.

OVERVIEW

     We design, develop, manufacture and distribute semiconductor-based lasers
and laser optics for a variety of end-markets. Our forty years of laser and
optic experience has enabled us to offer passive and active optical component
products to the telecommunications industry. We began shipping optical
components for the telecommunications industry in 1999 and have been shipping
lasers for commercial applications since the early 1960s. Thermo Electron
Corporation, a company whose common stock is traded on the New York Stock
Exchange, indirectly owns approximately 77.8% of our outstanding common stock at
March 31, 2001. Prior to its acquisition by Thermo Electron Corporation in
February 1999, Spectra-Physics AB, a Swedish company, beneficially owned
approximately 80% of our outstanding common stock.

     We derive our revenue primarily from the sale of high power
semiconductor-based and conventional lasers. High power semiconductor-based
lasers are sold primarily into the telecommunications, computer and
microelectronics manufacturing, industrial manufacturing, medical, image
recording and research and development markets. Conventional lasers are
primarily sold into the medical and research and development markets.

     Over the last several years, a growing proportion of our total net sales
and most of our sales growth have been from high power semiconductor-based
lasers used primarily in commercial applications. We have also begun to sell
passive and active optical components to telecommunications customers. We have
developed our passive telecommunications products based on our experience and
capabilities in optical fabrication and thin film coating. Although these
products currently represent a small percentage of our total revenues, we are
focusing significant efforts on increasing revenues to telecommunications
customers.

     We recognize revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable and
collectibility is probable. Generally, these criteria are met at the time
product is shipped. Provision is made at the time the related revenue is
recognized for estimated product returns. We provide for the estimated cost of
product warranties upon shipment. We warrant our products for 12 to 24 months
depending on the product line. When other significant obligations remain after
products are delivered, revenue is recognized only after such obligations are
fulfilled. Revenue earned from services is recognized ratably over the
contractual period or as the services are performed. Shipping and handling costs
are included in cost of goods sold.

     Effective January 1, 2000, we adopted Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements", as amended ("SAB 101"), issued by
the Securities and Exchange Commission in December 1999. Our adoption of SAB 101
resulted in a change in method of accounting for revenue related to certain
product shipments. The cumulative effect of this accounting change was $2.0
million (net of taxes). The accounting change did not have a material effect on
revenue and quarterly earnings during 2000. We restated our results for the
first three quarters of the year ended December 31, 2000, as reflected in
footnote 10

                                        8
<PAGE>   11

of the Notes to our Consolidated Financial Statements included in the Annual
Report on Form 10-K for the year ended December 31, 2000.

     Our sales have shown a pattern in the last several years whereby the fiscal
fourth quarter net sales represent a large share of our annual net sales and
whereby our first quarter net sales decline significantly compared to the fourth
quarter of the prior fiscal year. We believe these sales patterns result in part
because of seasonal sales patterns related to customers' fiscal years and in
part from our incentive compensation plan, which compensates employees based on
annual results. We anticipate that this pattern is likely to continue.

     Our gross margin is affected by a number of factors, including product mix,
product pricing, cost of materials, the proportion of third party products
incorporated into our systems, foreign currency exchange rates and manufacturing
costs. For example, since high power semiconductor-based lasers generally have
higher gross margins than conventional lasers, absent other factors, a shift in
sales toward high power semiconductor-based lasers would lead to a gross margin
improvement for us. On the other hand, if market conditions in the highly
competitive conventional laser market forced us to lower unit prices, we would
suffer a decline in gross margin unless we were able to timely offset the price
reduction by a reduction in production costs or by sales of other products with
higher gross margins. Either of these events could have a material effect on our
business, operating results and financial condition.

     We spend a significant amount of resources on research and development for
products for all six of our principal markets. For example, in 2001 and 2000, we
expended a significant amount of research and development effort on ultra violet
semiconductor-based lasers and telecommunications products. We expect to
continue to spend substantial resources in developing high power
semiconductor-based lasers and optical components products for our six principal
markets.

     A significant proportion of our sales are to international customers and
are denominated in currencies other than the U.S. dollar. We also have sales and
support operations located in certain European countries and in Japan which
operate in local currencies. As a result, while we attempt to hedge our economic
risk of foreign currency fluctuations, we are exposed to fluctuations in foreign
currency exchange rates. These fluctuations have had in the past, and may have
in the future, a significant impact on our results of operations.

     In 2000, we realigned our business units to support growth in
telecommunications and other strategic markets. Our current structure includes
four operating groups, the Passive Telecommunications Group, the Active
Telecommunications Group, the Laser Group, and Spectra-Physics Distribution. We
previously had five reportable segments: the Passive Components business unit;
the Industrial and Scientific Lasers business unit; the Original Equipment
Manufacturer business unit; Opto Power Corporation; and Spectra-Physics
Distribution business unit. Reference is made to the footnotes of our
consolidated financial statements included in our annual report on Form 10-K for
the year ended December 31, 2000, incorporated by reference herein for
disclosures of certain financial information related to the reportable segments.

                                        9
<PAGE>   12

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, the Company's
results of operations as a percentage of net sales:

<TABLE>
<CAPTION>
                                                               THREE MONTHS
                                                                  ENDED
                                                                MARCH 31,
                                                              --------------
                                                              2001     2000
                                                              -----    -----
<S>                                                           <C>      <C>
Net sales...................................................  100.0%   100.0%
Gross margin................................................   32.7     41.0
Operating expenses:
  Research and development..................................   10.4     14.0
  Selling, general and administrative.......................   20.7     21.3
  Other.....................................................    1.1       --
                                                              -----    -----
          Total operating expenses..........................   32.2     35.3
                                                              -----    -----
     Operating income.......................................    0.5      5.7
Other income (expense):
  Interest income (expense).................................   (0.2)     0.6
  Foreign currency gain (loss)..............................   (0.2)     0.4
                                                              -----    -----
          Total other income (expense)......................   (0.4)     1.0
                                                              -----    -----
     Income before income taxes and cumulative effect of
       change in accounting method..........................    0.1      6.7
Income tax expense..........................................    0.1      2.6
                                                              -----    -----
Income before cumulative effect of change in accounting
  method....................................................    0.0%     4.1%
                                                              =====    =====
</TABLE>

THREE MONTHS ENDED MARCH 31, 2001 AND 2000

  Net sales

     Net sales were $54.6 million and $39.4 million in the three months ended
March 31, 2001 and 2000, respectively, representing an increase of 38.6%. Net
sales for the three months ended March 30, 2001, calculated using foreign
currency exchange rates for the same period in 2000, increased 42.1%.

     Net sales in the following end user markets were:

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                           ------------------
                                                            2001       2000
                                                           -------    -------
                                                             (IN THOUSANDS)
<S>                                                        <C>        <C>
Telecommunications.......................................  $ 3,911    $   379
Computer and microelectronics manufacturing..............    7,777      8,437
Industrial manufacturing.................................    8,159      4,395
Medical..................................................    9,501      5,963
Image recording..........................................    3,437      1,907
Research and development.................................   20,669     17,176
Other....................................................    1,100      1,111
                                                           -------    -------
                                                           $54,554    $39,368
                                                           =======    =======
</TABLE>

     Sales of telecommunications, semiconductor-based lasers and conventional
products were 7.2%, 62.0% and 30.8% of total net sales in 2001, compared to
1.0%, 65.9% and 33.1% in 2000.

                                        10
<PAGE>   13

     Net Sales in the following geographic markets were:

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                           ------------------
                                                            2001       2000
                                                           -------    -------
                                                             (IN THOUSANDS)
<S>                                                        <C>        <C>
North America............................................  $27,744    $17,903
Japan....................................................   15,412     12,634
Europe...................................................    8,079      6,024
Other Asia...............................................    1,059      1,575
Rest of the World........................................    2,260      1,232
                                                           -------    -------
                                                           $54,554    $39,368
                                                           =======    =======
</TABLE>

     Net sales are attributed in the above table based on the location of our
customer. Substantially all sales in North America, Other Asia and Rest of the
World are denominated in U.S. dollars. Europe and Japan in the above table
include sales from Spectra-Physics' European and Japan sales subsidiaries,
respectively. Export sales to countries not located in Asia are included in Rest
of the World.

     Net sales at actual currency exchange rates percentage increase/(decrease)
were as follows:

<TABLE>
<CAPTION>
                                                              2000 TO
                                                               2001
                                                              -------
<S>                                                           <C>
North America...............................................    48.2%
Japan.......................................................    30.7%
Europe......................................................    35.8%
Other Asia..................................................   (32.8)%
Rest of World...............................................    83.4%
Worldwide...................................................    38.6%
</TABLE>

     Net sales at constant currency exchange rates percentage
increase/(decrease) were as follows:

<TABLE>
<CAPTION>
                                                              2000 TO
                                                               2001
                                                              -------
<S>                                                           <C>
North America...............................................    48.2%
Japan.......................................................    36.3%
Europe......................................................    47.0%
Other Asia..................................................   (32.8)%
Rest of World...............................................    83.4%
Worldwide...................................................    42.1%
</TABLE>

  Cost of products sold and gross margin

     Cost of products sold includes all manufacturing materials and labor and a
proportionate share of manufacturing overhead costs, as well as costs of
shipping, tooling, royalties, third party products incorporated in our products
and provisions for excess and obsolete inventories and warranty. Cost of
products sold varies by product mix, product pricing, cost of components, the
proportion of third party products incorporated in systems manufactured by us,
and manufacturing costs.

     Gross margin was $17.9 million and $16.1 million for the three months ended
March 31, 2001 and 2000, respectively, representing an increase of 10.7%. As a
percentage of net sales, gross margin was 32.7% and 41.0% in the three months
ended March 31, 2001 and 2000, respectively. The principal reasons for the
decrease in gross margin as a percentage of net sales was under absorption of
fixed costs and infrastructure investments for passive and active
telecommunication components, and to a lesser extent, the effect of changes in
foreign currency exchange rates and product mix.

                                        11
<PAGE>   14

  Operating expenses

     Operating expenses totaled $17.6 million and $13.9 million in the three
months ended March 31, 2001 and 2000, respectively, representing an increase of
26.4%. As a percentage of net sales, operating expenses were 32.2% and 35.3% in
the three months ended March 31, 2001 and 2000, respectively. Included in
operating expenses for the three months ended March 31, 2001 were $0.6 million
of legal and accounting expenses related to a litigation described in Part II,
Item 1 and to a potential financing.

     Research and development expenses represent expenses associated with our
funded research and new product development, and efforts designed to improve the
performance of existing products and manufacturing processes. Customer-funded
product development engineering for certain OEM customers and the U.S.
government, which to date has been minimal, is recorded as a reduction of
research and development expenses. Research and development expenses are charged
to operations as incurred.

     Research and development expenses totaled $5.7 million and $5.5 million for
the three months ended March 31, 2001 and 2000, respectively, representing an
increase of 3.1%. As a percentage of net sales, research and development
expenses were 10.4% and 14.0% in the three months ended March 31, 2001 and 2000,
respectively. The decline in research and development expense as a percentage of
net sales in 2001 as compared to 2000 resulted primarily from the inclusion of
certain telecommunication product related expenses in cost of sales in 2001 as
these products entered production subsequent to the three months ended March 31,
2000. Such costs were generally included in research and development expenses in
the three months ended March 31, 2000.

     Selling, general and administrative expenses include the expenses of our
sales and support subsidiaries in Europe, Japan and North America, and other
marketing and administrative expenses.

     Selling, general and administrative expenses totaled $11.3 million and $8.4
million for the three months ended March 31, 2001 and 2000, respectively,
representing an increase of 34.8%. As a percentage of net sales, selling,
general and administrative expenses were 20.7% and 21.3% in the three months
ended March 31, 2001 and 2000, respectively.

  Interest income (expense)

     Net interest expense totaled $0.1 million in the three months ended March
31, 2001, and net interest income totaled $0.2 million in the three months ended
March 31, 2000, respectively. We incurred interest expense under our credit
facilities and earned interest income on our invested cash and cash equivalents.
The increase in interest expense for the three months ended March 31, 2001
resulted from increased borrowings under our credit facilities during the
period.

  Foreign currency gain (loss)

     At March 31, 2001, we had contracts for the sale of foreign currencies and
the purchase of U.S. dollars totaling $54.9 million. At March 31, 2001, we had
deferred gains relating to our foreign currency contracts of approximately $3.0
million (net of income taxes), substantially all of which is expected to be
recognized in income over the next twelve months.

     The following table provides information about our foreign currency
derivative financial instruments outstanding as of March 31, 2001. The
information is provided in U.S. dollar amounts, as presented in our consolidated
financial statements. The table presents the notional amount (at contract
exchange rates) and the weighted average contractual foreign currency exchange
rates. All contracts mature within twelve months.

                                        12
<PAGE>   15

     Foreign currency spot/forward contracts (in thousands, except average
contract rates):

<TABLE>
<CAPTION>
                                                                      AVERAGE
                                                          NOTIONAL    CONTRACT
                                                           AMOUNT       RATE
                                                          --------    --------
<S>                                                       <C>         <C>
Japanese Yen............................................  $32,337     107.8178
British Pound Sterling..................................    3,253       0.6844
Euro....................................................   19,314       1.0940
                                                          -------
                                                          $54,904
                                                          =======
Estimated fair value....................................  $ 2,984
                                                          =======
</TABLE>

     The estimated fair value is based on the estimated amount at which the
contracts could be settled based on forward exchange rates.

     During the three months ended March 31, 2001 and 2000, we recorded a
foreign currency loss of $0.1 million and a foreign currency gain of $0.2
million, respectively. These losses and gains related to foreign exchange rate
movements on unhedged accounts receivable.

  Income tax expense (benefit)

     Prior to February 2000, we filed consolidated tax returns with certain
members of Thermo Electron Corporation's (or predecessor company's) consolidated
tax group. Income tax expense was provided in the financial statements as if we
were a separate taxable entity. Effective February 2000, we are no longer a
member of such consolidated tax group for federal income tax purposes. As a
result of our no longer filing consolidated tax returns with the Thermo Electron
Corporation consolidated group, in the third quarter of 2000 we received
approximately $5.5 million from Thermo Electron Corporation in settlement of the
use by Thermo Electron Corporation in its consolidated tax return of certain of
our net operating loss carryforwards. These net operating loss carryforwards are
no longer available to us to reduce future taxable income.

     We recorded income tax expense of $12,000 and $1.0 million for the three
months ended March 31, 2001 and 2000, respectively. For the three months ended
March 31, 2001, our effective tax rate was 40.0%.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2001, we had working capital of $47.5 million, including cash
and cash equivalents of $7.8 million, compared to working capital at December
31, 2000 of $55.0 million, including cash and cash equivalents of $22.6 million.

     Cash used by operating activities was $7.9 million in the three months
ended March 31, 2001, and cash provided by operating activities was $1.2 million
in the three months ended March 31, 2000. Substantially all the net cash used by
operating activities in the three months ended March 31, 2001 represented the
net income for the period ($19,000) adjusted for the non-cash impact of
depreciation and amortization ($2.6 million), offset by the use of cash for
operating assets and liabilities ($10.5 million). Substantially all the net cash
provided by operating activities in the three months ended March 31, 2000
represented the net loss for the period ($0.4 million) adjusted for the non-cash
impact of depreciation and amortization ($1.8 million), offset by the use of
cash for operating assets and liabilities ($0.2 million).

     Cash used in investing activities, primarily purchases of property, plant
and equipment, was $10.2 million and $2.9 million in the three months ended
March 31, 2001 and 2000, respectively.

     Cash provided by financing activities was $4.0 million and $3.0 million in
the three months ended March 31, 2001 and 2000, respectively. During the three
months ended March 31, 2001, financing activities were primarily net borrowings
under credit facilities of $2.9 million and exercises of employee stock options
and purchases of common stock under our Employee Stock Purchase Plan of $1.1
million. During the three months ended March 31, 2000, financing activities were
primarily net payments on credit facilities of $0.8 million offset by exercises
of employee stock options of $3.8 million.

                                        13
<PAGE>   16

     The effect of foreign currency exchange rate changes on cash were losses of
$0.7 million and $0.3 million in the three months ended March 31, 2001 and 2000,
respectively.

     These activities resulted in decreases in cash and cash equivalents of
$14.8 million in the three months ended March 31, 2001, and increases in cash
and cash equivalents of $1.1 million in the three months ended March 31, 2001.

     We have a short-term credit facility in Japan. The credit facility is with
several banks, is unsecured, allows aggregate borrowings of 2.8 billion Yen
($22.0 million), bears interest at 1.75% per annum and expires at various times
through December 2001. At March 31, 2001, there were approximately $11.9 million
of borrowings outstanding under this facility. Our foreign subsidiaries other
than in Japan have credit facilities aggregating $4.1 million, of which $0.7
million was outstanding as of March 31, 2001. From time to time, the amount
available under credit facilities will be reduced by the amount of performance
bonds outstanding guaranteed by the applicable bank to our customers, foreign
currency contracts outstanding with the applicable bank and similar
arrangements.

     At March 31, 2001, we had outstanding a $13.1 million term loan with a
bank. The term loan is repayable in eight equal quarterly installments through
December 2002. The loan bears interest at LIBOR (4.7% at March 31, 2001) plus
1.75%.

     We have a short-term credit facility with Thermo Electron Corporation. The
agreement provides for a one year, $20.0 million revolving credit facility
through March 2002. At March 31, 2001, there were approximately $7.0 million of
borrowings outstanding under this facility. The facility bears interest at 2.75%
above the prevailing LIBOR rate.

     We have reviewed our short- and long-term liquidity needs. Our liquidity
needs for at least the next twelve months will be met by cash flows from
operations, existing cash balances and borrowings available under our credit
facilities.

EUROPEAN MONETARY UNION (EMU)

     The euro is the new currency introduced by certain European countries
collectively known as the European Monetary Union, or EMU. The euro was
introduced on January 1, 1999 and the eleven participating EMU members
established fixed conversion rates between their existing currencies, or legacy
currencies, and the euro. The legacy currencies have no value of their own but
are subsets of the euro. The legacy currencies and the euro will both be used
through June 30, 2002 when the legacy currencies will be withdrawn.

     The introduction of the euro could have an adverse impact on our
information systems, our markets and the economies in which we operate.

     With regard to information systems, the euro had no material impact on our
information systems through March 31, 2001. We believe the euro will have no
material impact on our systems in 2001. Furthermore, our review indicates that
our information systems can operate when the legacy currencies are withdrawn in
2002. As that date gets closer, we expect to conduct another survey concerning
the euro's impact on our information systems.

     With regard to our markets, we have reviewed our customer list and current
selling practices and expect no material adverse impact from the introduction of
the euro.

     We are currently unable to determine the ultimate long term financial
impact of the exclusive use of the euro on our markets and on the economies of
the countries in which we operate. This impact will be dependent upon the
evolving competitive situations and macro-economic impact of the introduction of
the euro.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There has been no material change in our exposure to market risk since
December 31, 2000. See Spectra-Physics Lasers, Inc.'s Annual Report on Form 10-K
dated December 31, 2000.

                                        14
<PAGE>   17

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Our facilities and operations are subject to various environmental laws and
employee safety laws. Further, compliance with environmental laws also may
require the acquisition of permits or other authorizations for certain
activities and compliance with various standards or procedural requirements.
Although we believe that our operations are in compliance in all material
respects with current requirements under environmental laws and employee safety
laws, the nature of our operations exposes us to the risk of liabilities or
claims with respect to such matters.

     Some environmental laws hold owners or operators of land or businesses
liable for their own and for previous owners' or operators' releases of certain
hazardous substances. These laws also provide for responses to and liability for
releases of certain hazardous substances into the environment. The nature of our
operations and the long history of industrial uses at some of our current or
former facilities expose us to risk of liabilities or claims under these laws.
In 1988, we were named on the General Notification List of the Environmental
Protection Agency stating that we may be a potentially responsible party under
the laws for hazardous substances which may have been generated by our former
operations at a former site. Since that time, we have not been named in the
Environmental Protection Agency's first or second tier lists, and have not been
pursued as a potentially responsible party by the Environmental Protection
Agency or any of the other potentially responsible parties. In 1991, we were
named by the California Regional Water Quality Control Board as a discharger of
solvents to soil and groundwater from our Mountain View facility.

     Since 1984, our facilities in Mountain View have been undergoing
investigation and remediation in response to past releases of industrial
solvents to the soil and groundwater. In addition, the impacted groundwater has
migrated to what is referred to as the North Bayshore Area. As a result of these
past releases, the Mountain View site and other neighboring sites are listed on
the Superfund List under federal environmental laws. We are subject to orders
that require us to perform remediation on-site and off-site and investigate
other potentially responsible parties. Pursuant to these orders and other orders
issued to other responsible parties, we and other responsible parties are
jointly performing and funding groundwater extraction, treatment and monitoring.
All of the required soil and groundwater remediation and monitoring systems
currently required by the order are in place, and consequently the initial
capital expenses for these systems have been incurred.

     Based on our experience to date, we believe that the future cost of
compliance with existing environmental laws (or liability for known
environmental liabilities or claims) and employee safety laws should not have a
material adverse effect on our business, operating results and financial
condition. However, future events, such as changes in existing laws and
regulations or their interpretation, or the discovery of heretofore unknown
contamination, may give rise to additional compliance costs or liabilities that
could have a material adverse effect on our business, operating results and
financial condition. Compliance with more stringent laws or regulations, as well
as more vigorous enforcement policies of regulatory agencies or stricter or
different interpretations of existing laws, may require additional expenditures
by us that may be material.

     On June 19, 2000, Rockwell Technologies LLC filed a complaint against both
Spectra Physics and our Opto Power subsidiary in the United States District
Court for the District of Delaware. The complaint alleges that both we and Opto
Power have infringed U.S. Patent No. 4,368,098 entitled "Epitaxial Composite and
Method of Making." Rockwell avers that Opto Power has infringed the patent by
performing the patented process and by using wafers manufactured by the patented
process and that we have infringed the patent by using and/or selling products
made by the patented process. Rockwell seeks damages, including increased
damages due to defendants' alleged willful infringement, plus costs and attorney
fees. Rockwell has not sought injunctive relief as the patent has already
expired. On January 9, 2001, the Court entered a Scheduling Order setting the
trial date for February 5, 2002. We believe that Rockwell's allegations are
without merit and we intend to vigorously defend this action.

     The resolution of this dispute is uncertain, in part because the issues
underlying the case depend upon discovery of many facts, some of which concern
inventions and related circumstances dating back many years,
                                        15
<PAGE>   18

and in part because the action has been recently filed and our analysis of the
case is ongoing. We cannot assure that Rockwell will not ultimately prevail in
this dispute. If Rockwell were to prevail, it is possible that Rockwell could
recover substantial monetary damages, based on past sales of our products for a
number of years. Our efforts to defend Rockwell's claim against us may involve
significant expense to us and could divert the attention of our technical and
management personnel. An adverse outcome in this case could materially harm our
business or results of operations.

     We are subject to various claims which arise in the normal course of
business. We believe the ultimate resolution of these claims will not 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 BY SECURITY HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS:

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                        EXHIBIT DESCRIPTION
    -------                       -------------------
    <C>       <S>
     2.1      Plan of Reorganization of Spectra-Physics (Incorporated by
              reference to exhibit 2.1 of Spectra-Physics' Registration
              Statement on Form S-1 (No. 333-38329))
     3.1      Certificate of Incorporation of Spectra-Physics, as amended
              (Incorporated by reference to exhibit 3.1 of
              Spectra-Physics' Registration Statement on Form S-1 (No.
              333-38329))
     3.2      Bylaws of Spectra-Physics (Incorporated by reference to
              exhibit 3.2 of Spectra-Physics' Registration Statement on
              Form S-1 (No. 333-38329))
     4.1      Specimen of Common Stock Certificate (Incorporated by
              reference to exhibit 4.1 of Amendment No. 1 of
              Spectra-Physics' Registration Statement on Form S-1 (No.
              333-38329))
    10.01     Loan Agreement dated March 1, 2001, between the Company and
              Thermo Electron Corporation (Filed hereinwith)
</TABLE>

     (b) REPORTS ON FORM 8-K:

     None.

                                        16
<PAGE>   19

                                   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.

                                          Spectra-Physics Lasers, Inc.

Date: May 10, 2001                               /s/ PATRICK L. EDSELL
                                          --------------------------------------
                                                    Patrick L. Edsell
                                              Chairman, President and Chief
                                                    Executive Officer

Date: May 10, 2001                                 /s/ SETH S. HALIO
                                          --------------------------------------
                                                      Seth S. Halio
                                          Vice President, Finance, and Treasurer
                                              (Principal Financial Officer)

                                        17
<PAGE>   20

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                         EXHIBIT DESCRIPTION
-------                        -------------------
<C>        <S>
 2.1       Plan of Reorganization of Spectra-Physics (Incorporated by
           reference to exhibit 2.1 of Spectra-Physics' Registration
           Statement on Form S-1 (No. 333-38329))
 3.1       Certificate of Incorporation of Spectra-Physics, as amended
           (Incorporated by reference to exhibit 3.1 of
           Spectra-Physics' Registration Statement on Form S-1 (No.
           333-38329))
 3.2       Bylaws of Spectra-Physics (Incorporated by reference to
           exhibit 3.2 of Spectra-Physics' Registration Statement on
           Form S-1 (No. 333-38329))
 4.1       Specimen of Common Stock Certificate (Incorporated by
           reference to exhibit 4.1 of Amendment No. 1 of
           Spectra-Physics' Registration Statement on Form S-1 (No.
           333-38329))
10.01      Loan Agreement dated March 1, 2001, between the Company and
           Thermo Electron Corporation (Filed hereinwith)
</TABLE>

                                        18