<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                        ---------------------------------

                                    FORM 10-Q


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ________ TO _________

                         Commission File Number 1-10694

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

                               VISX, INCORPORATED
             (Exact name of registrant as specified in its charter)
                        ---------------------------------

<TABLE>
<S>                                                   <C>
                DELAWARE                                  06-1161793
                --------                                  ----------
    (State or other Jurisdiction of                     (IRS Employer
     Incorporation or Organization)                   Identification No.)
</TABLE>

           3400 CENTRAL EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051-0703
           -----------------------------------------------------------
            (Address of principal executive offices)        (Zip Code)

      (Registrant's telephone number, including area code): (408) 733-2020


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 [ ]


Total number of shares of common stock outstanding as of April 30, 2001:
56,565,941


<PAGE>   2

                               VISX, INCORPORATED
                                TABLE OF CONTENTS


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

      ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

               Condensed Consolidated Interim Balance Sheets as                     3
               of March 31, 2001 and December 31, 2000

               Condensed Consolidated Interim Statements of Operations for the      4
               Three Months Ended March 31, 2001 and 2000

               Condensed Consolidated Interim Statements of Cash Flows for the      5
               Three Months Ended March 31, 2001 and 2000

               Notes to Condensed Consolidated Interim Financial Statements         6

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

               Overview                                                             8

               Results of Operations                                                8

               Liquidity and Capital Resources                                      9

               Business Risks and Fluctuations in Quarterly Results                 10

      ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk            10

      PART II  OTHER INFORMATION

      ITEM 1.  Legal Proceedings                                                    11

      ITEM 4.  Submission of Matters to a Vote of Security Holders                  12

      ITEM 6.  Exhibits and Reports on Form 8-K                                     12

SIGNATURES                                                                          13
</TABLE>


                                                                          Page 2
<PAGE>   3

PART I. FINANCIAL INFORMATION

  ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                       VISX, INCORPORATED AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


                                     ASSETS
<TABLE>
<CAPTION>
                                                                           March 31,          December 31,
                                                                              2001                2000
                                                                           ---------          ------------
                                                                          (unaudited)
CURRENT ASSETS:
<S>                                                                       <C>                 <C>
   Cash and cash equivalents ....................................          $  33,456           $  19,686
   Short-term investments .......................................            146,617             209,767
   Accounts receivable, net of allowance for doubtful
     accounts of $5,985 and $5,771, respectively ................             40,488              34,540
   Inventories ..................................................             14,837              14,762
   Deferred tax assets and prepaid expenses .....................             19,441              19,642
                                                                           ---------           ---------
      Total current assets ......................................            254,839             298,397

PROPERTY AND EQUIPMENT, NET .....................................              4,268               4,996
LONG-TERM DEFERRED TAX AND OTHER ASSETS .........................             18,553              18,114
                                                                           ---------           ---------
                                                                           $ 277,660           $ 321,507
                                                                           =========           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable .............................................          $  11,340           $   7,353
   Accrued liabilities ..........................................             52,500              45,382
                                                                           ---------           ---------
      Total current liabilities .................................             63,840              52,735
                                                                           ---------           ---------

STOCKHOLDERS' EQUITY:
   Common stock:
     $.01 par value, 180,000,000 shares authorized;
     64,990,089 shares issued ...................................                650                 650
   Additional paid-in capital ...................................            213,979             214,668
   Treasury stock, at cost 8,322,158 and 4,233,989 shares,
     respectively ...............................................           (148,114)            (79,946)
   Accumulated comprehensive income .............................              2,269                 984
   Retained earnings ............................................            145,036             132,416
                                                                           ---------           ---------
       Total stockholders' equity ...............................            213,820             268,772
                                                                           ---------           ---------
                                                                           $ 277,660           $ 321,507
                                                                           =========           =========
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
interim financial statements.


                                                                          Page 3
<PAGE>   4

                       VISX, INCORPORATED AND SUBSIDIARIES

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


<TABLE>
<CAPTION>
                                                          Three months ended
                                                               March 31,
                                                       ------------------------
                                                        2001              2000
                                                       -------          -------
                                                             (unaudited)
<S>                                                    <C>              <C>
REVENUES:
   System sales .............................          $17,096          $19,877
   License, service and other revenues ......           34,480           44,120
                                                       -------          -------
     Total revenues .........................           51,576           63,997
                                                       -------          -------

COSTS AND EXPENSES:
   Cost of revenues .........................           17,828           16,969
   Marketing, general and administrative ....           11,780           14,588
   Research, development and regulatory .....            4,550            3,510
                                                       -------          -------
     Total costs and expenses ...............           34,158           35,067
                                                       -------          -------

INCOME FROM OPERATIONS ......................           17,418           28,930

   Interest and other income ................            3,442            3,667
                                                       -------          -------

INCOME BEFORE PROVISION FOR INCOME TAXES ....           20,860           32,597
   Provision for income taxes ...............            8,240           13,039
                                                       -------          -------

NET INCOME ..................................          $12,620          $19,558
                                                       =======          =======

EARNINGS PER SHARE
   Basic ....................................          $  0.21          $  0.31
                                                       =======          =======
   Diluted ..................................          $  0.21          $  0.30
                                                       =======          =======

SHARES USED FOR EARNINGS PER SHARE
   Basic ....................................           59,522           63,617
                                                       =======          =======
   Diluted ..................................           61,018           66,147
                                                       =======          =======
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
interim financial statements.


                                                                          Page 4
<PAGE>   5

                       VISX, INCORPORATED AND SUBSIDIARIES

             CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                              Three months ended
                                                                                                   March 31,
                                                                                          ---------------------------
                                                                                            2001               2000
                                                                                          --------           --------
                                                                                                  (unaudited)
<S>                                                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income ..................................................................          $ 12,620           $ 19,558
   Adjustments to reconcile net income to net cash provided by
      operating activities:
      Depreciation and amortization ............................................             1,002                928
      Reserve for doubtful accounts receivable .................................               214                571
      Increase (decrease) in cash flows from changes in operating assets and
         liabilities:
         Accounts receivable ...................................................            (6,162)             9,089
         Inventories ...........................................................               (75)                21
         Deferred tax assets and prepaid expenses ..............................               201             12,425
         Long-term deferred tax and other assets ...............................              (439)           (16,964)
         Accounts payable ......................................................             3,987              8,901
         Accrued liabilities ...................................................             7,118                600
                                                                                          --------           --------
      Net cash provided by operating activities ................................            18,466             35,129
                                                                                          --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures ........................................................              (274)              (336)
   Proceeds from maturities of short-term investments ..........................            64,309             38,297
                                                                                          --------           --------
      Net cash provided by investing activities ................................            64,035             37,961
                                                                                          --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Exercise of stock options ...................................................               467              2,199
   Repurchase of common stock ..................................................           (69,198)           (76,152)
                                                                                          --------           --------
      Net cash used in financing activities ....................................           (68,731)           (73,953)
                                                                                          --------           --------

Net increase (decrease) in cash and cash equivalents ...........................            13,770               (863)
Cash and cash equivalents, beginning of period .................................            19,686             25,842
                                                                                          --------           --------
Cash and cash equivalents, end of period .......................................          $ 33,456           $ 24,979
                                                                                          ========           ========
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
interim financial statements.


                                                                          Page 5
<PAGE>   6

                       VISX, INCORPORATED AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)


1.     BASIS OF PRESENTATION:

       We prepared our Condensed Consolidated Interim Financial Statements in
conformity with Securities and Exchange Commission rules and regulations.
Accordingly, we condensed or omitted certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles. Please read our 2000 Annual
Report on Form 10-K to gain a more complete understanding of these interim
financial statements.

       We included in these interim financial statements all adjustments
(consisting primarily only of normal recurring adjustments) necessary to present
fairly our results for the interim period. Our interim financial statements have
not been audited.

2.     REVENUE RECOGNITION:

       We record revenue and the cost of installation, training, and warranty
services when we ship and, where applicable, install products. Software that is
used in our systems is included at the time of shipment. We recognize service
revenue when we provide service. We recognize license revenue when we ship
VisionKey(R) cards in the United States and when we receive payments from
licensees.

3.     EARNINGS PER SHARE:

       Basic earnings per share ("EPS") equals net income divided by the
weighted average number of common shares outstanding. Diluted EPS equals net
income divided by the weighted average number of common shares outstanding plus
dilutive potential common shares calculated in accordance with the treasury
stock method. All amounts in the following table are in thousands, except per
share data, and are unaudited.

<TABLE>
<CAPTION>
                                                                            Three Months
                                                                               Ended
                                                                              March 31,
                                                                      ------------------------
                                                                        2001             2000
                                                                      -------          -------
<S>                                                                   <C>              <C>
NET INCOME .................................................          $12,620          $19,558
                                                                      =======          =======

BASIC EARNINGS PER SHARE
 Income available to common shareholders ...................          $12,620          $19,558
 Weighted average common shares outstanding ................           59,522           63,617
                                                                      -------          -------

 Basic Earnings Per Share ..................................          $  0.21          $  0.31
                                                                      =======          =======

DILUTED EARNINGS PER SHARE
 Income available to common shareholders ...................          $12,620          $19,558
                                                                      -------          -------

 Weighted average common shares outstanding ................           59,522           63,617
 Dilutive potential common shares from stock options .......            1,496            2,530
                                                                      -------          -------

 Weighted average common shares and dilutive potential
    common shares ..........................................           61,018           66,147
                                                                      -------          -------

 Diluted Earnings Per Share ................................          $  0.21          $  0.30
                                                                      =======          =======
</TABLE>

       Options to purchase 5,124,000 shares and 1,850,000 shares during the
three month periods ended March 31, 2001 and 2000, respectively were excluded
from the computation of diluted EPS because the options' exercise prices were
greater than the average market price of the Company's common stock during these
periods.


                                                                          Page 6
<PAGE>   7

4.     INVENTORIES (in thousands):

<TABLE>
<CAPTION>
                                                 March 31,       December 31,
                                                   2001              2000
                                                 --------        ------------
                                                (unaudited)
<S>                                             <C>              <C>
Raw materials and subassemblies ........          $ 9,998          $ 9,278
Work in process ........................            3,137            4,099
Finished goods .........................            1,702            1,385
                                                  -------          -------
  Total ................................          $14,837          $14,762
                                                  =======          =======
</TABLE>


5.     COMPREHENSIVE INCOME (unaudited, in thousands):

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          March 31,
                                                                 --------------------------
                                                                   2001              2000
                                                                 --------          --------
<S>                                                              <C>               <C>
NET INCOME ............................................          $ 12,620          $ 19,558

OTHER COMPREHENSIVE INCOME
 Change in unrealized holding gains (losses) on
    available-for-sale securities .....................             1,159              (272)
 Change in accumulated foreign currency
    translation adjustment ............................               126               (20)
                                                                 --------          --------

COMPREHENSIVE INCOME ..................................          $ 13,905          $ 19,266
                                                                 ========          ========
</TABLE>

6.     NEW ACCOUNTING PRONOUNCEMENTS

       In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). It establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments imbedded in other contracts, and for hedging activities. It requires
that we recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. We
adopted SFAS No. 133 in the first quarter of 2001. As we do not hold derivative
instruments, it did not have a material effect on our financial position or
results of operations.


                                                                          Page 7
<PAGE>   8

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

       In our Management's Discussion and Analysis of Financial Condition and
Results of Operations we review our past performance and, where appropriate,
state our expectations about future activity in forward-looking statements. Our
future results may differ from our expectations. We have described our business
and the challenges and risks we may face in the future in Items 1 and 3 of our
2000 Annual Report and Form 10-K and under "Business Risks and Fluctuations In
Results" below. Please read these items carefully.

OVERVIEW

       We develop products and procedures to improve people's eyesight using
lasers. Our principal product, the VISX STAR Excimer Laser System ("VISX
System"), is designed to correct the shape of a person's eyes to reduce or
eliminate their need for eyeglasses or contact lenses. The Food and Drug
Administration ("FDA") has approved the VISX System for use in the treatment of
most types of refractive vision disorders including nearsightedness,
farsightedness, and astigmatism. The FDA has also approved our WaveScan(TM)
Wavefront System ("WaveScan System") which provides a complete refractive
analysis of the eye's entire optical system. In the future, we anticipate that
doctors will be able to use this analysis to enhance treatments with the VISX
System. We sell VisionKey(R) cards to control the use of the VISX System and to
collect license fees for the use of our patents.

       The laser vision correction industry is evolving rapidly. New
developments and changes in market conditions frequently affect VISX and could
harm our business in the future. We may face increased competition from
manufacturers and users of other laser vision correction systems or new
competition from non-laser methods for correcting a person's vision. Patients'
and doctors' desire for laser vision correction using VISX Systems may not grow
or may decline in the future. Prices for our products and services may change as
the result of new developments in our market. If adverse determinations were
rendered in current or future patent and antitrust litigation, damages might be
assessed against us and we may not be able to enforce our current patent rights
or collect license fees. All of these factors could cause orders and revenues
for VISX Systems and VisionKey(R) cards to fluctuate or even decline.
Accordingly, our past results may not be useful in predicting our future
results.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31,
                                             ---------------------------------------------
REVENUES (000's)                               2001              2000               Change
--------                                     -------           -------              ------
<S>                                          <C>               <C>                  <C>
System sales ......................          $17,096           $19,877               (14)%
    Percent of total revenues .....             33.1%             31.1%
License, service & other
    revenues ......................           34,480            44,120               (22)%
    Percent of total revenues .....             66.9%             68.9%
Total .............................          $51,576           $63,997               (19)%
</TABLE>

       We sold fewer laser systems in the first quarter of 2001 than in the
first quarter of 2000. Sales of laser upgrades, which commenced in the fourth
quarter of 2000, partially offset the decline in sales of new lasers. The
average selling price for laser systems was approximately the same in both
years. We believe the decline in laser system sales was due to a number of
factors including the economic slowdown in the United States and increased
competition.

       Customers in the U.S. purchased VisionKey(R) cards for more procedures in
the first quarter of 2001 than in the comparable period of 2000. This volume
increase was partially offset by the reduction of our license fee, effective
February 22, 2000, from $250 to $100 per procedure in the U.S. We believe that
our U.S. procedure volume increased due to a number of factors: consumer demand
for laser vision


                                                                          Page 8
<PAGE>   9

correction increased, VISX customers advertised the benefits of their new VISX
STAR S3 ActiveTrak laser systems to consumers, and VISX's share of the U.S.
market for laser vision correction grew in the first quarter of 2001.

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                             ---------------------------------------------
COSTS & EXPENSES (000's)                        2001                2000            Change
----------------                             ---------           ---------          ------
<S>                                          <C>                 <C>                <C>
Cost of revenues ..................          $  17,828           $  16,969            5%
    Percent of total revenues .....               34.6%               26.5%
Marketing, gen'l and admin ........             11,780              14,588          (19)%
    Percent of total revenues .....               22.8%               22.8%
R&D and regulatory ................              4,550               3,510           30%
    Percent of total revenues .....                8.8%                5.5%
</TABLE>

       In the first quarter of 2001, cost of revenues for upgrades (first
shipped in the fourth quarter of 2000) more than offset the decline in cost of
revenues for laser system. Our gross profit margin was lower in 2001 than in
2000 due to lower license fee revenue and the fact that gross profit margins
were lower on laser upgrades than on laser systems. Marketing, general and
administrative expenses were lower in the first quarter of 2001 than in the
comparable period of the prior year. Marketing expenses were lower due to a
reduction in costs associated with consumer programs. Legal expenses were also
lower in 2001 than in 2000. In research and development we increased spending in
our three main areas of focus: new capabilities for the VISX STAR Excimer Laser
platform, development of new products such as our WaveScan System and
wavefront-driven ablations, and research into new technologies. We anticipate
that our R&D and regulatory expenses will total approximately $19 million in
2001.

       Our average balance of cash invested in interest bearing securities
declined in 2001 from 2000 because we repurchased a significant amount of our
stock. Accordingly, interest income declined in 2001 from 2000. We accrued
income taxes based on our expected effective income tax rate for all of 2000,
net of credits anticipated.


LIQUIDITY AND CAPITAL RESOURCES

       Cash, cash equivalents and short-term investments ("cash") and working
capital were as follows:

<TABLE>
<CAPTION>
                                                                       (000's)
                                                         March 31, 2001       December 31, 2000
                                                         --------------       -----------------
<S>                                                      <C>                  <C>
Cash, cash equivalents and short-term
investments .................................               $180,073               $229,453
Working capital .............................                190,999                245,662
</TABLE>

       Cash decreased by $49 million in the first three months of 2001
principally because we spent $69 million to repurchase 4.1 million shares of
VISX stock on the open market. This was partially offset by $18 million
generated from operations.

       On April 4, 2001 our Board of Directors authorized a new Stock Repurchase
Program under which up to 10 million shares of VISX common stock may be
repurchased. Before repurchasing shares we consider a number of factors
including market conditions, the market price of the stock, and the number of
shares needed for employee benefit plans. As a result, we cannot predict the
number of shares that we may repurchase in the future.


                                                                          Page 9
<PAGE>   10

       Purchases of short-term investments represent reinvestment into
short-term investments of the proceeds from short-term investments that matured
and investment of cash and cash equivalents. As of March 31, 2001 we did not
have any borrowings outstanding nor any credit agreements.

        Our normal payment terms are net 30 days. However, based on our
evaluation of customers, market conditions and industry practices, we provide
extended payment terms beyond one year on some of our system sales in certain
markets. We believe that our current cash, cash equivalents and short-term
investments, as well as anticipated cash flows from operations, will be
sufficient to meet our working capital and capital equipment needs at least
through the next twelve months.


BUSINESS RISKS AND FLUCTUATIONS IN RESULTS

       Our results of operations have varied widely in the past, and they could
continue to vary significantly due to a number of factors, including:

       -      Patients' and doctors' acceptance of laser vision correction as a
              preferred means of vision correction;

       -      Competition from manufacturers and users of other laser vision
              correction systems;

       -      Introduction of new methods for vision correction which render our
              products less competitive or obsolete;

       -      Changes in prices for our products and services as the result of
              new developments in our markets;

       -      Developments in antitrust litigation to which we are currently a
              party;

       -      Developments in patent litigation that we have initiated,
              particularly to the extent that adverse developments in these
              proceedings could limit our ability to collect license fees from
              sellers and users of laser vision correction equipment; and

       -      Developments in patent litigation in which we are a defendant,
              particularly to the extent that adverse developments in these
              proceedings result in damages being assessed against VISX, prevent
              us from manufacturing or selling our products, or render certain
              of our patents invalid or unenforceable, which would reduce the
              scope of proprietary protection available to us and could limit
              our ability to collect license fees from sellers and users of
              laser vision correction equipment.


       In the future, our revenue may fluctuate significantly. Any shortfall in
revenues below expectations would likely have an immediate impact on our
earnings per share, which could adversely affect the market price of our common
stock. Our operating expenses, which include sales and marketing, research and
development and general and administrative expenses, are based on our
expectations of future revenues and are relatively fixed in the short term.
Accordingly, if revenues fall below expectations, we will not be able to reduce
our spending rapidly in response to such a shortfall. This will adversely affect
our operating results. We devote significant resources to research and
development. We anticipate that the resulting new products and capabilities will
be well received by customers and generate future revenue, however the actual
results may vary from expectations. Due to the foregoing factors, we believe
that our results of operations in any given period may not be a good indicator
of our future performance.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       There were no material changes during the three months ended March 31,
2001 to our exposure to market risk for changes in interest rates and foreign
currency exchange rates.


                                                                         Page 10
<PAGE>   11

PART II.   OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS.

       OVERVIEW

       VISX is engaged in numerous legal proceedings. Generally, the litigation
and other proceedings center on the validity or enforceability of the patents,
and on whether infringement of the patents has occurred. In addition, VISX's use
of patents and its business practices are being contested in several proceedings
as violations of antitrust and securities laws. The results of these complex
legal proceedings are very difficult to predict with certainty. Because a number
of the proceedings have issues in common, an adverse determination in one
proceeding could lead to adverse determinations in one or more of the other
pending proceedings. Adverse determinations in any of these proceedings could
limit our ability to collect equipment and use fees in certain markets, could
give rise to significant monetary damages, could prevent VISX from manufacturing
and selling the VISX System, and therefore could have a material adverse effect
on VISX's business, financial position and results of operations.

       For a complete description of legal proceedings, see VISX's annual report
on Form 10-K for the year ended December 31, 2000. During the quarter ended
March 31, 2001, there were no material developments with respect to such
previously existing proceedings and no new material proceedings not previously
disclosed, except as follows.

       PATENT LITIGATION: LASERSIGHT

       In February 2000, LaserSight filed a lawsuit against VISX in the United
States District Court in Delaware alleging that VISX infringes United States
Patent No. 5,630,810 (the " `810 Patent") which is licensed to LaserSight (USDC
Del. 00-059). On May 10, 2001, LaserSight agreed to dismiss its claim against
VISX with prejudice and granted VISX and its customers a covenant not to sue for
infringement of the `810 Patent and any present and future continuations,
continuations in part, divisionals, reissues or reexaminations thereof, as well
as any foreign counterparts thereto. VISX did not pay any money for this
dismissal and covenant.


                                                                         Page 11
<PAGE>   12
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

a)     We held our Annual Meeting of Stockholders on May 4, 2001.

b)     The stockholders voted as follows on the election of all five members of
       the Board of Directors. There were no abstentions or non-votes for any
       nominee and all five were elected as directors.

<TABLE>
<CAPTION>
          Name                          For                        Withheld
          ----                          ---                        --------
<S>                                 <C>                            <C>
    Elizabeth H. Davila             31,399,089                     1,930,103
    Glendon E. French               31,430,330                     1,898,862
    John W. Galiardo                31,432,288                     1,896,904
    Jay T. Holmes                   30,575,147                     2,754,045
    Richard B. Sayford              31,424,210                     1,904,982
</TABLE>

c)     The stockholders voted as follows on a proposal to ratify the appointment
       of Arthur Andersen LLP as auditors of the Company for 2001.

<TABLE>
<CAPTION>
        For                  Against                Abstain
        ---                  -------                -------
<S>                          <C>                    <C>
    32,760,865               504,825                63,502
</TABLE>



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

a)     Exhibits.

       None

b)     Reports on Form 8-K.

       VISX filed two reports on Form 8-K during or after the period covered by
       this report, as follows:

       (1)    Report on Form 8-K filed on April 6, 2001 under Item 5 (Other
              Events) covering amendments and restatements of VISX Bylaws, as
              revised through April 3, 2001. Attached as exhibits to the Form
              8-K were VISX's amended and restated Bylaws, as revised through
              April 3, 2001.

       (2)    Report on Form 8-K filed on May 1, 2001 under Item 5 (Other
              Events) covering VISX Board of Directors authorization of an
              amendment to the Rights Agreement, dated as of August 3, 2000 (the
              "Rights Agreement"), between VISX and Fleet National Bank, as
              rights agent. Attached as exhibits to the Form 8-K were the Rights
              Agreement, dated as of August 3, 2000, and the Amendment to the
              Rights Agreement, dated as of April 25, 2001.


                                                                         Page 12
<PAGE>   13

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.

                                             VISX, Incorporated
                                             ------------------
                                                (Registrant)





May  11 , 2001                        /s/ Elizabeth H. Davila
    ----                              -------------------------------------
(Date)                                Elizabeth H. Davila
                                      Chairman of the Board and
                                      Chief Executive Officer


May  11 , 2001                        /s/ Timothy R. Maier
    ----                              -------------------------------------
(Date)                                Timothy R. Maier
                                      Executive Vice President and
                                      Chief Financial Officer (principal
                                      financial officer)


May  11 , 2001                        /s/ Derek A. Bertocci
    ----                              -------------------------------------
(Date)                                Derek A. Bertocci
                                      Vice President, Controller (principal
                                      accounting officer)


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