##### 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 October 31, 2009
 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 001-10382
 SYNERGETICS USA, INC.
  Delaware
    
    20-5715943(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)3845 Corporate Centre DriveOFallon, Missouri
    
    63368(Address of principal executive offices)
    
    (Zip Code)
  (Registrants Telephone Number, Including Area Code)
 þ o
 o o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



PagePART I            Financial InformationItem 1. Unaudited Condensed Consolidated Financial Statements
    
    
    3Balance Sheets  October 31, 2009 and July 31, 2009
    
    
    3Statements of Income for the three months ended October 31,
2009 and October 29, 2008
    
    
    4Statements of Cash Flows for the three months ended October
31, 2009 and October 29, 2008
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    25PART II            Other Information
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27Trademark Acknowledgements
    
    
    27Signatures
    
    
    28Change in
Control Agreement between Synergetics USA, Inc. and David M. HableCertification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002Certification of Principal Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Part I  Financial Information
 
 Item 1  Unaudited Condensed Consolidated Financial Statements
 Synergetics USA, Inc. and Subsidiaries
 
 Condensed Consolidated Balance Sheets
 As of October 31, 2009 (Unaudited) and July 31, 2009
 (Dollars in thousands, except per share information)
 October 31, 2009
    
    
    July 31, 2009AssetsCurrent AssetsCash and cash equivalents
    
    $
    363
    
    
    $
    160Accounts receivable, net of allowance for
doubtful accounts of $327 and $316,
respectively
    
    
    8,023
    
    
    
    9,105Inventories
    
    
    14,846
    
    
    
    15,025Prepaid expenses
    
    
    407
    
    
    
    416Deferred income taxes
    
    
    620
    
    
    
    654Total current assets
    
    
    24,259
    
    
    
    25,360Property and equipment, net
    
    
    7,855
    
    
    
    7,914Goodwill
    
    
    10,690
    
    
    
    10,690Other intangible assets, net
    
    
    12,938
    
    
    
    13,135Patents, net
    
    
    932
    
    
    
    918Cash value of life insurance
    
    
    63
    
    
    
    63Total assets
    
    $
    56,737
    
    
    $
    58,080Liabilities and Stockholders EquityCurrent LiabilitiesExcess of outstanding checks over bank balance
    
    $
    429
    
    
    $
    75Lines-of-credit
    
    
    3,824
    
    
    
    5,035Current maturities of long-term debt
    
    
    1,864
    
    
    
    1,856Current maturities of revenue bonds payable
    
    
    249
    
    
    
    249Accounts payable
    
    
    1,170
    
    
    
    1,822Accrued expenses
    
    
    2,840
    
    
    
    2,874Income taxes payable
    
    
    53
    
    
    
    37Total current liabilities
    
    
    10,429
    
    
    
    11,948Long-Term LiabilitiesLong-term debt, less current maturities
    
    
    2,396
    
    
    
    2,665Revenue bonds payable, less current maturities
    
    
    3,363
    
    
    
    3,414Deferred income taxes
    
    
    1,803
    
    
    
    1,923Total long-term liabilities
    
    
    7,562
    
    
    
    8,002Total liabilities
    
    
    17,991
    
    
    
    19,950Commitments and contingencies (Note 7)Stockholders EquityCommon stock at October 31, 2009 and July 31,
2009, $0.001 par value, 50,000,000 shares
authorized; 24,495,554 and 24,454,256 shares
issued and outstanding, respectively
    
    
    24
    
    
    
    24Additional paid-in capital
    
    
    24,594
    
    
    
    24,520Retained earnings
    
    
    14,128
    
    
    
    13,586Total stockholders equity
    
    
    38,746
    
    
    
    38,130Total liabilities and stockholders equity
    
    $
    56,737
    
    
    $
    58,080
  3




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Synergetics USA, Inc. and Subsidiaries
 
 Unaudited Condensed Consolidated Statements of Income
 Three Months Ended October 31, 2009 and October 29, 2008
 (Dollars in thousands, except per share information)
 Three Months Ended
    
    
    Three Months EndedOctober 31, 2009
    
    
    October 29, 2008Net sales
    
    $
    12,146
    
    
    $
    12,246Cost of sales
    
    
    5,327
    
    
    
    5,166Gross profit
    
    
    6,819
    
    
    
    7,080Operating expensesResearch and development
    
    
    600
    
    
    
    652Sales and marketing expenses
    
    
    3,259
    
    
    
    3,244General and administrative
    
    
    2,019
    
    
    
    2,0215,878
    
    
    
    5,917Operating income
    
    
    941
    
    
    
    1,163Other income (expense)Interest income
    
    
    
    
    
    
    2Interest expense
    
    
    (168
    )
    
    
    (181
    )Miscellaneous
    
    
    28
    
    
    
    3(140
    )
    
    
    (176
    )Income before provision for income taxes
    
    
    801
    
    
    
    987Provision for income taxes
    
    
    259
    
    
    
    326Net income
    
    $
    542
    
    
    $
    661Earnings per share:Basic
    
    $
    0.02
    
    
    $
    0.03Diluted
    
    $
    0.02
    
    
    $
    0.03Basic weighted-average common shares outstanding
    
    
    24,458,089
    
    
    
    24,440,861Diluted weighted-average common shares outstanding
    
    
    24,496,554
    
    
    
    24,578,342
  4




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Synergetics USA, Inc. and Subsidiaries
 
 Unaudited Condensed Consolidated Statements of Cash Flows
 Three Months Ended October 31, 2009 and October 29, 2008
 (Dollars in thousands)
 Three Months Ended
    
    
    Three Months EndedOctober 31, 2009
    
    
    October 29, 2008Cash Flows from Operating ActivitiesNet income
    
    $
    542
    
    
    $
    661Adjustments to reconcile net income to net cash provided by
(used in) operating activitiesDepreciation and amortization
    
    
    480
    
    
    
    466Provision for doubtful accounts receivable
    
    
    (4
    )
    
    
    (11
    )Stock-based compensation
    
    
    74
    
    
    
    50Deferred income taxes
    
    
    (86
    )
    
    
    (104
    )(Gain) on sales of assets
    
    
    (15
    )
    
    
    Change in assets and liabilities(Increase) decrease in:Accounts receivable
    
    
    1,086
    
    
    
    417Inventories
    
    
    179
    
    
    
    (1,329
    )Prepaid expenses
    
    
    9
    
    
    
    (133
    )(Decrease) increase in:Accounts payable
    
    
    (652
    )
    
    
    (261
    )Accrued expenses
    
    
    (34
    )
    
    
    90Income taxes payable
    
    
    16
    
    
    
    (582
    )Net cash provided by (used in) operating activities
    
    
    1,595
    
    
    
    (736
    )Cash Flows from Investing ActivitiesProceeds from the sale of assets
    
    
    15
    
    
    
    Purchase of property and equipment
    
    
    (198
    )
    
    
    (127
    )Acquisition of patents and other intangibles
    
    
    (40
    )
    
    
    (62
    )Net cash used in investing activities
    
    
    (223
    )
    
    
    (189
    )Cash Flows from Financing ActivitiesExcess of outstanding checks over bank balance
    
    
    354
    
    
    
    Net borrowings on lines-of-credit
    
    
    (1,211
    )
    
    
    1,165Principal payments on revenue bonds payable
    
    
    (51
    )
    
    
    (41
    )Principal payments on long-term debt
    
    
    (123
    )
    
    
    (123
    )Payments on debt incurred for acquisition of trademark
    
    
    (138
    )
    
    
    (130
    )Net cash (used in) provided by financing activities
    
    
    (1,169
    )
    
    
    871Net increase (decrease) in cash and cash equivalents
    
    
    203
    
    
    
    (54
    )Cash and cash equivalentsBeginning
    
    
    160
    
    
    
    500Ending
    
    $
    363
    
    
    $
    446
  5




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Synergetics USA, Inc. and Subsidiaries
 
 Notes to Unaudited Condensed Consolidated Financial Statements
(Tabular information reflects dollars in thousands, except share and per share information)
 Note 1. General
 Nature of business: mission
 Reporting period:
 Basis of presentation:
 Note 2. Summary of Significant Accounting Policies
 Reclassifications:
  6




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7




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Subsequent events:
 Note 3. Marketing Partner Agreements
  Codman & Shurtleff, Inc. (Codman)
 ®
 October 31,
    
    October 29,2009
    
    2008Net sales
    
    $
    885
    
    
    $
    902Percent of net sales
    
    
    7.3
    %
    
    
    7.4
    %
   8




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Note 4. Stock-Based Compensation
 Stock Option Plans
  Three  Months Ended October 31, 2009Weighted-Average
    
    
    Weighted-Exercise
    
    
    AverageShares
    
    
    Price
    
    
    Fair ValueOptions outstanding, beginning of period
    
    
    527,735
    
    
    $
    2.10
    
    
    $
    1.74For the period from August 1, 2009 through
October 31, 2009:Granted
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Options outstanding, end of period
    
    
    527,735
    
    
    $
    2.10
    
    
    $
    1.74Options exercisable, end of period
    
    
    470,599
    
    
    $
    2.23
    
    
    $
    1.85
  Expected average risk-free interest rate
    
    
    2.25
    %Expected average life (in years)
    
    
    10Expected volatility
    
    
    80.5
    %Expected dividend yield
    
    
    0.0
    %
  Restricted Stock Plans
  9




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##### Table of Contents



Weighted-AverageNumber of Shares
    
    
    Grant Date Fair ValueBalance as of July 31, 2009
    
    
    112,076
    
    
    $
    3.13Granted
    
    
    3,000
    
    
    $
    1.21Forfeited
    
    
    
    
    
    $
    Balance as of October 31, 2009
    
    
    115,076
    
    
    $
    3.08
 Note 5. Fair Value Information
    Note 6. Supplemental Balance Sheet Information
 Inventories
 October 31, 2009
    
    
    July 31, 2009Raw material and component parts
    
    $
    6,064
    
    
    $
    6,058Work-in-progress
    
    
    2,814
    
    
    
    2,723Finished goods
    
    
    5,968
    
    
    
    6,244$
    14,846
    
    
    $
    15,025
 Property and equipment
 October 31, 2009
    
    
    July 31, 2009Land
    
    $
    730
    
    
    $
    730Building and improvements
    
    
    5,793
    
    
    
    5,782Machinery and equipment
    
    
    5,230
    
    
    
    5,363Furniture and fixtures
    
    
    736
    
    
    
    720Software
    
    
    363
    
    
    
    336Construction in process
    
    
    293
    
    
    
    16613,145
    
    
    
    13,097Less accumulated depreciation
    
    
    5,290
    
    
    
    5,183$
    7,855
    
    
    $
    7,914
 10




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##### Table of Contents



Other intangible assets
  GrossCarrying
    
    
    AccumulatedValue
    
    
    Amortization
    
    
    NetOctober 31, 2009Proprietary know-how
    
    $
    4,057
    
    
    $
    1,359
    
    
    $
    2,698Trademark
    
    
    5,923
    
    
    
    
    
    
    
    5,923Licensing agreements
    
    
    5,834
    
    
    
    1,517
    
    
    
    4,317Patents
    
    
    1,375
    
    
    
    443
    
    
    
    932$
    17,189
    
    
    $
    3,319
    
    
    $
    13,870
 July 31, 2009Proprietary know-how
    
    $
    4,057
    
    
    $
    1,295
    
    
    $
    2,762Trademark
    
    
    5,923
    
    
    
    
    
    
    
    5,923Licensing agreements
    
    
    5,834
    
    
    
    1,384
    
    
    
    4,450Patents
    
    
    1,335
    
    
    
    417
    
    
    
    918$
    17,149
    
    
    $
    3,096
    
    
    $
    14,053
    Periods Ending July 31:
    
    AmountFiscal Year 2010 (remaining 9 months)
    
    $
    629Fiscal Year 2011
    
    
    629Fiscal Year 2012
    
    
    575Fiscal Year 2013
    
    
    573Fiscal Year 2014
    
    
    573
  Pledged assets; short and long-term debt (excluding revenue bonds payable)
  Revolving Credit Facility:
 11




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##### Table of Contents



Non-U.S. Receivables Revolving Credit Facility
 Equipment Line of Credit
  October 31,
    
    
    July 31,2009
    
    
    2009Note payable to bank, due in
monthly installments of $41,022
beginning August 2008 plus interest
at a rate of 5.0 percent, remaining
balance due July 31, 2011,
collateralized by substantially all
assets of the Company
    
    $
    861
    
    
    $
    984Note payable to the estate of the
late Dr. Leonard I. Malis, due in
quarterly installments of $159,904
which includes interest at an
imputed rate of 6.0 percent,
remaining balance of $1,439,136,
including contractual interest
payments, due December 2011,
collateralized by the
Malis® trademark
    
    
    1,337
    
    
    
    1,475Settlement obligation to Iridex
Corporation, due in annual
installments of $800,000 which
includes interest at an imputed rate
of 8.0 percent, remaining balance of
$2,400,000 including the effects of
imputing interest, due April 15,
2012
    
    
    2,062
    
    
    
    2,0624,260
    
    
    
    4,521Less current maturities
    
    
    1,864
    
    
    
    1,856Long-term portion
    
    $
    2,396
    
    
    $
    2,665
 Note 7. Commitments and Contingencies
    12




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Note 8. Enterprise-wide Information
  Three Months EndedOctober 31,
    
    
    October 29,2009
    
    
    2008Product Line:Ophthalmic
    
    $
    7,522
    
    
    $
    7,384Neurosurgery
    
    
    2,900
    
    
    
    2,953Marketing partners (Codman,
Stryker Corporation and Iridex
Corporation)
    
    
    1,690
    
    
    
    1,782Other (ENT and Dental)
    
    
    34
    
    
    
    127Total
    
    $
    12,146
    
    
    $
    12,246Region Specific:Domestic
    
    $
    8,489
    
    
    $
    8,746International
    
    
    3,657
    
    
    
    3,500Total
    
    $
    12,146
    
    
    $
    12,246
 13




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Note 9. Recent Accounting Pronouncements
      14




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Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
  The Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act), provide a safe harbor for forward-looking
statements made by or on behalf of the Company. The Company and its representatives may from time
to time make written or oral statements that are forward-looking, including statements contained
in this report and other filings with the Securities and Exchange Commission (SEC) and in our
reports to stockholders. In some cases forward-looking statements can be identified by words such
as believe, expect, anticipate, plan, potential, continue or similar expressions. Such
forward-looking statements include risks and uncertainties and there are important factors that
could cause actual results to differ materially from those expressed or implied by such
forward-looking statements. These factors, risks and uncertainties can be found in Part I, Item 1A,
Risk Factors section of the Companys Form 10-K for the fiscal year ended July 31, 2009.
 Although we believe the expectations reflected in our forward-looking statements are based
upon reasonable assumptions, it is not possible to foresee or identify all factors that could have
a material effect on the future financial performance of the Company. The forward-looking
statements in this report are made on the basis of managements assumptions and analyses, as of the
time the statements are made, in light of their experience and perception of historical conditions,
expected future developments and other factors believed to be appropriate under the circumstances.
 In addition, certain market data and other statistical information used throughout this report
are based on independent industry publications. Although we believe these sources to be reliable,
we have not independently verified the information and cannot guarantee the accuracy and
completeness of such sources.
 Except as otherwise required by the federal securities laws, we disclaim any obligation or
undertaking to publicly release any updates or revisions to any forward-looking statement contained
in this quarterly report on Form 10-Q and the information incorporated by reference in this report
to reflect any change in our expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.
 Mission
 mission
 Overview
   15




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##### Table of Contents



Summary of Financial Information
  NET SALES BY CATEGORY
 Three Months EndedOctober 31, 2009
    
    
    Mix
    
    
    October 29, 2008
    
    
    MixOphthalmic
    
    $
    7,522
    
    
    
    61.9
    %
    
    $
    7,384
    
    
    
    60.3
    %Neurosurgery
    
    
    2,900
    
    
    
    23.9
    %
    
    
    2,953
    
    
    
    24.1
    %Marketing Partners (1)
    
    
    1,690
    
    
    
    13.9
    %
    
    
    1,782
    
    
    
    14.6
    %Other
    
    
    34
    
    
    
    0.3
    %
    
    
    127
    
    
    
    1.0
    %Total
    
    $
    12,146
    
    
    
    
    
    
    $
    12,246
  RESULTS OF OPERATIONS
 Three Months EndedIncreaseOctober 31, 2009
    
    October 29, 2008
    
    (Decrease)Net Sales
    
    $
    12,146
    
    
    $
    12,246
    
    
    
    (0.8
    %)Gross Profit
    
    
    6,819
    
    
    
    7,080
    
    
    
    (3.7
    %)Gross Profit Margin %
    
    
    56.1
    %
    
    
    57.8
    %
    
    
    (2.9
    %)Commercial ExpensesSales and Marketing
    
    
    3,259
    
    
    
    3,244
    
    
    
    0.5
    %General and Administrative
    
    
    2,019
    
    
    
    2,021
    
    
    
    (0.1
    %)Research and Development
    
    
    600
    
    
    
    652
    
    
    
    (8.0
    %)Operating Income
    
    
    941
    
    
    
    1,163
    
    
    
    (19.1
    %)Operating Margin
    
    
    7.7
    %
    
    
    9.5
    %
    
    
    (18.9
    %)EBITDA (2)
    
    
    1,449
    
    
    
    1,634
    
    
    
    (11.3
    %)Net Income
    
    $
    542
    
    
    $
    661
    
    
    
    (18.0
    %)Earnings per share
    
    
    0.02
    
    
    
    0.03
    
    
    
    (33.3
    %)Return on equity (2)
    
    
    1.4
    %
    
    
    1.8
    %
    
    
    (22.2
    %)Return on assets (2)
    
    
    1.2
    %
    
    
    1.4
    %
    
    
    (14.3
    %)
 
 (1)
    
    Sales from our marketing partners are primarily neurosurgery and pain control revenues.(2)
    
    EBITDA, return on equity and return on assets are not financial measures recognized by U.S.
generally accepted accounting principles (GAAP). EBITDA is defined as income before
interest expense, income taxes, depreciation and amortization. Return on equity is defined
as net income divided by average equity. Return on assets is defined as net income plus
interest expense divided by average assets. See disclosure following regarding the use of
non-GAAP financial measures. 16




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##### Table of Contents



October 31, 2009
    
    
    October 29, 2008Net income
    
    $
    542
    
    
    $
    661Interest
    
    
    168
    
    
    
    181Income taxes
    
    
    259
    
    
    
    326Depreciation
    
    
    257
    
    
    
    243Amortization
    
    
    223
    
    
    
    223EBITDA
    
    $
    1,449
    
    
    $
    1,634Net income
    
    $
    542
    
    
    $
    661Average Equity:October 31, 2009
    
    
    38,746July 31, 2009
    
    
    38,130October 29, 2008
    
    
    
    
    
    
    37,068July 31, 2008
    
    
    
    
    
    
    36,357Average Equity
    
    
    38,438
    
    
    
    36,713Return on Equity
    
    
    1.4
    %
    
    
    1.8
    %Net income
    
    $
    542
    
    
    $
    661Interest
    
    
    168
    
    
    
    181Net income + interest expense
    
    
    710
    
    
    
    842Average Assets:October 31, 2009
    
    
    56,737July 31, 2009
    
    
    58,080October 29, 2008
    
    
    
    
    
    
    59,124July 31, 2008
    
    
    
    
    
    
    58,396Average Assets
    
    
    57,409
    
    
    
    58,760Return on Assets
    
    
    1.2
    %
    
    
    1.4
    %
      17




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Recent Developments
 ® ®
    Our Business Strategy
     Lean Manufacturing 
 18




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##### Table of Contents



Plastic Molding 
 Supply Chain Management 
 Human Resource Rationalization 
 Cash Management 
  Research & Development (R&D) 
 New Business Development 
  Recent
Developments ®
 19




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®
   New Product Sales
  Growth in Minimally Invasive Surgery Procedures
 TM TM ® ®
 Demand Trends
  20




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##### Table of Contents



Pricing Trends
  Economic Trends
  Results Overview
  Results of Operations
 Three-Month Period Ended October 31, 2009 Compared to Three-Month Period Ended October 29, 2008
 Net Sales
  Quarter Ended% IncreaseOctober 31, 2009
    
    
    October 29, 2008
    
    
    (Decrease)Ophthalmic
    
    $
    7,522
    
    
    $
    7,384
    
    
    
    1.9
    %Neurosurgery
    
    
    2,900
    
    
    
    2,953
    
    
    
    (1.8
    %)Marketing
partners (Codman,
Stryker and
Iridex
Corporation)
    
    
    1,690
    
    
    
    1,782
    
    
    
    (5.2
    %)Other
    
    
    34
    
    
    
    127
    
    
    
    (73.2
    %)Total
    
    $
    12,146
    
    
    $
    12,246
    
    
    
    (0.8
    %)
 TM ®
 21




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##### Table of Contents



Three Months Ended% IncreaseOctober 31, 2009
    
    
    October 29, 2008
    
    
    (Decrease)United States (including OEM sales)
    
    $
    8,489
    
    
    $
    8,746
    
    
    
    (2.9
    %)International (including Canada)
    
    
    3,657
    
    
    
    3,500
    
    
    
    4.5
    %Total
    
    $
    12,146
    
    
    $
    12,246
    
    
    
    (0.8
    %)
  Gross Profit
  Operating Expenses
    Other Expenses
  Operating Income, Income Taxes and Net Income
  22




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##### Table of Contents



Liquidity and Capital Resources
        Revolving Credit Facility:
 23




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##### Table of Contents



Non-U.S. Receivables Revolving Credit Facility
 Equipment Line of Credit:
  Critical Accounting Policies
  
 Item 3  Quantitative and Qualitative Disclosures about Market Risk
    24




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##### Table of Contents



Item 4  Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 Part II  Other Information
 
 Item 1  Legal Proceedings
    25




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##### Table of Contents



® ® ®
  
 Item 1A  Risk Factors
  
 Item 2  Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3  Defaults Upon Senior Securities
  
 Item 4  Submission of Matters to a Vote of Security Holders
  
 Item 5  Other Information
  26




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##### Table of Contents



Item 6  Exhibits
 Exhibit No.
    
    Description10.1
    
    Change in Control Agreement between
Synergetics USA, Inc. and David M. Hable.31.1
    
    Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 Trademark Acknowledgements
  27




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##### Table of Contents



SYNERGETICS USA, INC.
(Registrant)December 15, 2009
    /s/ David M. HableDavid M. Hable, President and ChiefExecutive Officer (Principal Executive
Officer)December 15, 2009
    /s/ Pamela G. BoonePamela G. Boone, Executive VicePresident, Chief Financial Officer, Secretary
and Treasurer (Principal Financial and
Principal Accounting Officer) 28