<PAGE>   1
                                                                        


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                For the quarterly period ended September 30, 1995

                                       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)

            DELAWARE                                      06-1161793
------------------------------------                  -------------------
    (State or other Jurisdiction                         (IRS Employer
  of Incorporation or Organization)                   Identification No.)

             3400 CENTRAL EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
             ------------------------------------------------------
             (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 
 October 31, 1995: 12,243,385.
                   -----------


<PAGE>   2


                                                VISX, INCORPORATED

                                                 TABLE OF CONTENTS

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

        ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                 Condensed Consolidated Interim Balance Sheets as                                    3
                 of September 30, 1995 and December 31, 1994

                 Condensed Consolidated Interim Statements of Operations for the Three Months        4
                 Ended September 30, 1995 and 1994 and for the Nine Months Ended September 30,
                 1995 and 1994

                 Condensed Consolidated Interim Statements of Cash Flows for the Nine Months         5
                 Ended September 30, 1995 and 1994

                 Notes to Condensed Consolidated Interim Financial Statements                        6

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

                 Results of Operations                                                               8

                 Liquidity and Capital Resources                                                     11

PART II          OTHER INFORMATION

        ITEM 1.  Legal Proceedings                                                                   12

        ITEM 6.  Exhibits and Reports on Form 8-K                                                    14

     SIGNATURES                                                                                      15
</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
                                              (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                       September 30,  December 31,
                                                                           1995          1994
                                                                       -------------  -----------
                                                                                (unaudited)
<S>                                                                    <C>            <C>           
    ASSETS
    CURRENT ASSETS:
        Cash and cash equivalents                                         $  6,222       $ 11,161
        Short-term investments                                               6,059           --
        Accounts receivable:
           Trade                                                             4,211            268
           Alcon, a related party                                             --            2,659
        Inventories                                                          6,364          3,792
        Prepaid expenses                                                       347            187
                                                                          --------       --------
           Total current assets                                             23,203         18,067

    PROPERTY AND EQUIPMENT, NET                                              1,486          1,450
    OTHER ASSETS                                                               840          1,110
                                                                          --------       --------
                                                                          $ 25,529       $ 20,627
                                                                          ========       ========

    LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES:
        Accounts payable                                                  $  2,743       $  2,058
        Accrued liabilities                                                  3,736          4,167
                                                                          --------       --------
           Total current liabilities                                         6,479          6,225
                                                                          --------       --------

    DEFERRED REVENUE AND OTHER LONG-TERM OBLIGATIONS                           409            409

    STOCKHOLDERS' EQUITY:
        Common stock - $.01 par value, 30,000,000 shares authorized;
          shares issued September 30, 1995 12,203,392;
          December 31, 1994 11,024,808                                         122            110
        Additional paid-in capital                                          65,979         50,689
        Accumulated deficit                                                (47,460)       (36,803)
        Less 500,000 common stock treasury shares, at cost                    --               (3)
                                                                          --------       --------
            Total stockholders' equity                                      18,641         13,993
                                                                          --------       --------
                                                                          $ 25,529       $ 20,627
                                                                          ========       ========
</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              Nine months ended
                                                         September 30,                   September 30,
                                                    -----------------------       -----------------------
                                                      1995           1994           1995           1994
                                                    --------       --------       --------       --------
                                                          (unaudited)                   (unaudited)
<S>                                                 <C>            <C>            <C>            <C>
   REVENUES:
       Product sales                                $  2,800       $    300       $  5,600       $  1,240
       Product sales to Alcon, a related party          --            3,686          1,680         11,753
       Service and other revenues                      1,151            897          3,146          2,127
                                                    --------       --------       --------       --------
         Total revenues                                3,951          4,883         10,426         15,120
                                                    --------       --------       --------       --------

   COSTS AND EXPENSES:
       Cost of revenues                                2,702          2,616          7,140          7,866
       Marketing, general and administrative           1,737          1,941          5,653          4,436
       Research, development and regulatory            2,069          2,039          6,677          5,017
       Reserve for product line disposition             --            1,500           --            1,500
                                                    --------       --------       --------       --------
         Total costs and expenses                      6,508          8,096         19,470         18,819
                                                    --------       --------       --------       --------

   LOSS FROM OPERATIONS                               (2,557)        (3,213)        (9,044)        (3,699)
                                                    --------       --------       --------       --------

   INTEREST AND OTHER INCOME, NET                        179            637            637            866
   LITIGATION SETTLEMENT                                --             --           (2,250)          --
                                                    --------       --------       --------       --------
   OTHER INCOME (LOSS), NET                              179            637         (1,613)           866
                                                    --------       --------       --------       --------

   NET LOSS                                         $ (2,378)      $ (2,576)      $(10,657)      $ (2,833)
                                                    ========       ========       ========       ========
   NET LOSS PER SHARE                               $  (0.20)      $  (0.25)      $  (0.90)      $  (0.27)
                                                    ========       ========       ========       ========
   Weighted average number of shares                  12,156         10,440         11,823         10,328
                                                    ========       ========       ========       ========
</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>
                                                                                        Nine months ended
                                                                                          September 30,
                                                                                   -------------------------
                                                                                     1995             1994
                                                                                   --------         --------
                                                                                          (unaudited)
<S>                                                                                <C>              <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                       $(10,657)        $ (2,833)
Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                    462              442

CHANGES IN ASSETS AND LIABILITIES:
    (Increase) decrease in trade accounts receivable                                 (3,943)             316
    (Increase) decrease in accounts receivable from Alcon                             2,659              (23)
    Increase in inventories                                                          (2,572)            (847)
    Increase in prepaid expenses                                                       (160)            (162)
    Decrease in other assets                                                            253              204
    Increase in accounts payable                                                        685              977
    (Decrease) increase in accrued liabilities                                         (431)           1,383
    Decrease in deferred revenue and other long-term obligations                       --               (250)
                                                                                   --------         --------
      Net cash used for operating activities                                        (13,704)            (793)
                                                                                   --------         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                               (481)            (379)
    Purchase of short-term investments                                               (8,712)            --
    Proceeds from maturities of short-term investments                                2,653             --
                                                                                   --------         --------
       Net cash used in investing activities                                         (6,540)            (379)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock                                       15,305            2,192
                                                                                   --------         --------  
      Net increase (decrease) in cash and cash equivalents                           (4,939)           1,020
    Cash and cash equivalents, beginning of period                                   11,161           11,847
                                                                                   --------         --------
    Cash and cash equivalents, end of period                                       $  6,222         $ 12,867
                                                                                   ========         ========
</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
                               September 30, 1995
                                   (Unaudited)


1.       BASIS OF PRESENTATION:

The Condensed Consolidated Interim Financial Statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. These Condensed Consolidated
Interim Financial Statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.

The Condensed Consolidated Interim Financial Statements included herein reflect,
in the opinion of management, all adjustments (consisting primarily only of
normal recurring adjustments) necessary to present fairly the results for the
interim period. The results of operations for the nine months ended September
30, 1995 are not necessarily indicative of results to be expected for the entire
year ending December 31, 1995.

2.       NET LOSS PER SHARE:

Net loss per share data has been computed using the weighted average number of
common shares outstanding during each period, after giving effect to dilutive
common stock equivalents. Common stock equivalents consist of the dilutive
shares issuable upon the exercise of stock options (using the treasury stock
method) and warrants. Net loss per share data has been computed using the
weighted average number of shares outstanding during each period; dilutive
common stock equivalents have been excluded from the computation as their effect
would be to reduce the net loss per share amount.

3.       INVENTORIES CONSIST OF (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                     September 30,      December 31,
                                                         1995              1994
                                                     -------------      ------------
<S>                                                  <C>                <C> 
Raw materials and component parts                       $1,974            $1,394
Work in process                                          3,569             2,398
Finished goods                                             821              --
                                                        ------            ------
  Total                                                 $6,364            $3,792
                                                        ======            ======
</TABLE>


4.       COMMON STOCK:

On February 14, 1995 the Company concluded a private placement of 1,200,000
shares of its Common Stock at a price of $10.85 per share and received net
proceeds of approximately $12,288,000. The Company registered those shares for
resale under the Securities Act of 1933 in April 1995.


                                                                          Page 6
<PAGE>   7


5.       CLASS ACTION LITIGATION:

In June 1995, the Company reached a settlement (pending court approval) of the
securities class action lawsuit against the Company. The net cost of settlement
after insurance reimbursement was $2,250,000.

6.       RELATIONSHIP WITH ALCON:

Alcon representatives did not stand for reelection at the Company's annual
shareholders' meeting on May 26, 1995, thus Alcon is no longer considered a
related party to the Company.

7.       SHORT-TERM INVESTMENTS:

Short-term investments consist of U.S. Treasury Bills that will be
held-to-maturity and are thus accounted for at amortized cost in accordance with
Statement of Financial Accounting Standards No. 115. At September 30, 1995, the
amortized cost approximated the aggregate fair market value.


                                                                          Page 7
<PAGE>   8


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

                              RESULTS OF OPERATIONS

INCOME STATEMENT HIGHLIGHTS

<TABLE>
<CAPTION>
                                               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                        THREE MONTHS ENDED                          NINE MONTHS ENDED
                                            SEPTEMBER 30                               SEPTEMBER 30
                              ------------------------------------------------------------------------------

                                1995           CHANGE       1994          1995            CHANGE      1994
                              --------         ------     --------      --------          ------    --------
<S>                           <C>              <C>        <C>           <C>               <C>       <C>
Revenues                      $  3,951           (19%)    $  4,883      $ 10,426           (31%)    $ 15,120
Cost of revenues                 2,702             3%        2,616         7,140            (9%)       7,866
Gross margin percentage             32%                         46%           32%                         48%
Operating expenses               3,806           (31%)       5,480        12,330            13%       10,953
Percentage of revenues              96%                        112%          118%                         72%
Litigation settlement             --                          --           2,250           n/a          --
Net loss                        (2,378)           (8%)      (2,576)      (10,657)          276%       (2,833)
Net loss per share            $  (0.20)          (20%)    $  (0.25)     $  (0.90)          233%     $  (0.27)


SOURCES OF REVENUES

Product sales                 $  2,800           (30%)    $  3,986      $  7,280           (44%)    $ 12,993
Service and other revenues       1,151            28%          897         3,146            48%        2,127
                              --------          ----      --------      --------          ----      --------
Total revenues                $  3,951           (19%)    $  4,883      $ 10,426           (31%)    $ 15,120
                              ========          ====      ========      ========          ====      ========
</TABLE>

Product revenues for the quarter ended September 30, 1995 were $2,800,000, a
decrease of 30% from the $3,986,000 in product sales for the quarter ended
September 30, 1994. The decline in product revenues in 1995 compared to 1994 is
due to a reduced number of systems sold during the period to Alcon, the
Company's exclusive international distributor. In light of market conditions and
Alcon's level of inventory, Alcon purchased fewer VISX Systems from the Company
during the third quarter of 1995 than in the third quarter of 1994.
Additionally, in connection with the introduction of the new model VISX System,
the Company agreed to reduce the distributor price to Alcon during 1995. Service
and other revenues consisting primarily of sales of parts for VISX Systems,
sales of VisionKey(R) cards, and customer service revenues for the quarter ended
September 30, 1995 were $1,151,000, an increase of 28% from the $897,000 in
service and other revenue for the quarter ended September 30, 1994. The increase
is primarily due to a larger installed base of VISX Systems.

Product sales for the nine month period ended September 30, 1995 were
$7,280,000, a decrease of 44% from the $12,993,000 in product revenues for the
nine month period ending September 30, 1994. The decline in product sales in
1995 compared to 1994 is due to a reduced number of systems sold during the
period to Alcon, the Company's exclusive international distributor. In light of
market conditions and Alcon's level of inventory, Alcon purchased fewer VISX
Systems from the Company in the first nine months of 1995 than in the first nine
months of 1994. Additionally, in connection with the introduction of the new
model VISX System, the Company agreed to reduce the distributor price to Alcon
during 1995. Service and other revenues for the nine month period ended
September 30, 1995 were $3,146,000, an increase of 48% over the $2,127,000 in
service and other revenues for the nine month period ended September 30, 1994,
due primarily to a larger installed base of VISX Systems.


                                                                          Page 8
<PAGE>   9


The Company derives its revenues primarily from international sales of the VISX
System, and to a lesser extent from sales of the Company's proprietary
VisionKey(R) card and equipment service contracts. On September 29, 1995, the
company received Food and Drug Administration ("FDA") approval of its PMA
application for the VISX System for Phototherapeutic Keratectomy ("PTK"). The
Company anticipates commercializing the VISX System in the fourth quarter of
1995 for this indication. On October 20, 1995, the FDA's Ophthalmic Devices
Advisory Panel recommended approval of the Company's Pre-Market Approval
("PMA") application for the VISX System for treatment of low-level myopia.
Although the FDA is not bound by the panel's recommendations in determining
whether or not to grant PMA approval and there can be no assurance as to when
or whether such approval will be received, the FDA tends to accord significant
weight to advisory panel recommendations in determining whether to grant PMA.
Unless such approval is obtained, the Company's ability to sustain or increase
product sales will be entirely dependent upon international sales and sales for
PTK in the United States, and upon Alcon Laboratories, Inc. and its affiliates
("Alcon"), the Company's exclusive marketing partner. The volumes and terms of
purchases by Alcon of VISX Systems are  determined from time to time by
agreement between Alcon and VISX. Alcon  accounted for 100% of the Company's
product sales in the nine months ended  September 30, 1995, compared to 93% in
the nine months ended September 30,  1994.  Historical financial information
should not be considered as a reliable indicator of future performance, and
past financial trends are not necessarily indicative of results or trends
in future periods.

Until May 26, 1995, Alcon had been a related party to the Company by virtue of
its representation on the Company's board of directors. Alcon's representatives
did not stand for reelection at the Company's 1995 annual stockholders' meeting,
and Alcon is therefore no longer considered a related party to the Company.
Through May 26, 1995, sales to Alcon were reported as "Product Sales to Alcon, a
related party," and after such date sales to Alcon are reported as "Product
Sales." On October 28, 1995, Alcon, VISX and the other participants in VISX's
pending stockholder derivative litigation announced an agreement in principle to
settle such litigation pursuant to which, among other things, Alcon's exclusive
domestic marketing and international distribution rights will be terminated
subject to execution of a definitive settlement agreement and effective upon 
court approval of the settlement, which is expected in the first quarter 
of 1996.

COST OF REVENUES AND GROSS MARGINS

Cost of revenues consists of manufacturing costs, cost of services and warranty
expenses. Gross profit as a percentage of revenues was 32% for the quarter ended
September 30, 1995 and 46% for the quarter ended September 30, 1994. Decreased
gross profit as a percentage of revenues for the third quarter of 1995 as
compared to the third quarter of 1994 reflects lower VISX System sales volume
and product transition costs from the Company's prior generation of the VISX
System to the new model VISX System.

Gross profit as a percentage of revenues was 32% for the nine months ended
September 30, 1995 and 48% for the nine months ended September 30, 1994.
Decreased gross profit as a percentage of revenues for the nine months ended
September 30, 1995 as compared to the nine months ended September 30, 1994
reflects lower VISX System sales volume and product transition costs from the
Company's prior generation of the VISX System to the new model VISX System.

MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES

<TABLE>
<CAPTION>
                                                          (DOLLARS IN THOUSANDS)
                                       THREE MONTHS ENDED                         NINE MONTHS ENDED
                                          SEPTEMBER 30                              SEPTEMBER 30
                                -------------------------------- ------------------------------------------

                                 1995        CHANGE        1994            1995        CHANGE        1994
                                 ----        ------        ----            ----        ------        ----
<S>                           <C>            <C>        <C>              <C>           <C>         <C> 
Marketing, general and
administrative expense        $  1,737       (11%)      $  1,941         $ 5,653         27%       $  4,436

Percentage of total 
revenues                           44%                        40%             54%                        29%
</TABLE>

                                                                          Page 9
<PAGE>   10


Marketing, general and administrative expenses were $1,737,000 in the third
quarter of 1995, a decrease of 11% compared to $1,941,000 of marketing, general
and administrative expenses in the third quarter of 1994. The decrease in the
three months ended September 30, 1995 compared to the same period of 1994
primarily reflects a one-time recruiting and compensation expense incurred in
the prior year. Marketing, general and administrative expenses were $5,653,000
for the first nine months of 1995, an increase of 27% compared to $4,436,000 of
marketing, general and administrative expenses in the first nine months of 1994.
The increase in the first nine months ended September 30, 1995 compared to the
same period of 1994 primarily reflects increased staffing levels and increases
in legal expenses associated with pending litigation.

RESEARCH, DEVELOPMENT AND REGULATORY EXPENSES

<TABLE>
<CAPTION>
                                                         (DOLLARS IN THOUSANDS)
                                     THREE MONTHS ENDED                           NINE MONTHS ENDED
                                        SEPTEMBER 30                                SEPTEMBER 30
                            -------------------------------------     --------------------------------------

                               1995         CHANGE        1994            1995        CHANGE         1994
                               ----         ------        ----            ----        ------         ----
<S>                         <C>             <C>         <C>             <C>           <C>           <C>
Research, 
development and 
regulatory expense          $  2,069           1%       $  2,039        $  6,677          33%       $  5,017

Percentage of total
revenues                          52%                         42%             64%                         33%
</TABLE>

Research, development and regulatory expenses were $2,069,000 in the third
quarter of 1995, an increase of 1% compared to $2,039,000 of research,
development and regulatory expenses in the third quarter of 1994. Research,
development and regulatory expenses were $6,677,000 for the first nine months of
1995, an increase of 33% compared to $5,017,000 of research, development and
regulatory expenses in the first nine months of 1994. The increase in 1995
compared to 1994 primarily reflects increased consulting and regulatory expenses
necessary to conduct U.S. clinical trials, to complete and finalize clinical
data, to pursue PMA applications filed with the FDA, and consulting fees in
support of the Company's PMA applications.

RESERVE FOR PRODUCT LINE DISPOSITION

Management of the Company made the determination not to pursue a PMA for the
Model 2015, which is the excimer system designed by Taunton Technologies, Inc.
prior to its merger with VISX, Incorporated, a California corporation, in 1990.
The Company discontinued the clinical trials as of August 31, 1994 and
terminated the IDEs pursuant to which those trials were conducted. The Company
has established a reserve of $1,500,000 during the third quarter of 1994 to
cover costs expected to be incurred as a result of its decision to discontinue
clinical trials for the Model 2015.

INTEREST AND OTHER INCOME, NET

Interest and other income decreased to $179,000 in the third quarter of 1995 as
compared to $637,000 in the third quarter of 1994. Interest income increased to
$469,000 in the first nine months of 1995 and compared to $335,000 in the first
nine months of 1994. The increase in interest income (which reflects the net
amount of interest income earned in investments and marketable securities less
any interest expense incurred) earned in 1995 as compared to 1994 is primarily
due to higher average cash and cash equivalent balances which generated higher
interest income. In addition, other income decreased as a result of the Company
receiving from Aesculap-Meditec, GmbH, a one-time payment in the third quarter
of 1994 for past patent infringement.


                                                                         Page 10
<PAGE>   11



LITIGATION SETTLEMENT

In June 1995, the Company reached a settlement (pending court approval) of the
securities class action lawsuit against the Company. The net cost of settlement
after insurance reimbursement was $2,250,000.

                         LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company's primary sources of liquidity have consisted
of financing from the sale of Common Stock and revenues from the sale of VISX
Systems. At September 30, 1995, the Company had $12,281,000 in cash, cash
equivalents and short-term investments compared to $11,161,000 at December 31,
1994. At September 30, 1995, the Company had working capital of $16,724,000
compared with $11,842,000 at December 31, 1994. The ratio of current assets to
current liabilities at September 30, 1995 was 3.58 to one, compared to 2.90 to
one at December 31, 1994.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash used for operating activities was
$13,704,000 in the first nine months of 1995 compared to $793,000 in the first
nine months of 1994. The cash flows used for operating activities in 1995
primarily reflects the net loss incurred in the period. The increase in accounts
receivable in the nine months ended September 30, 1995 primarily reflects a
higher level of system sales and service revenue during the period to Alcon
relative to the fourth quarter of 1994. The increase in inventories for the nine
months ended September 30, 1995 primarily reflects the transition in operations
to the Company's new VISX System, and the ramp up of production in anticipation
of FDA approval for Phototherapeutic Keratectomy.

CASH FLOWS FROM INVESTING ACTIVITIES. Cash used for investing activities was
$6,540,000 in the first nine months of 1995 compared to $379,000 in the first
nine months of 1994. The increase in cash used for investing activities in the
first nine months of 1995 relates primarily to the purchase of short-term
investments. The increase in capital expenditures for the first nine months of
1995 was primarily due to the purchase and capitalization of equipment to
support the Company's product transition to the new model VISX System, and other
general capital equipment. Cash used for investing activities during the first
nine months of 1994 was $379,000, primarily for general equipment purchases.

CASH FLOWS FROM FINANCING ACTIVITIES. On February 14, 1995, the Company
concluded a private placement of 1,200,000 shares of its Common Stock, resulting
in net proceeds of $12,288,000. Cash flows from financing activities, including
exercise of stock options, during the nine months ended September 30, 1995 was
$15,305,000. Cash provided by financing activities was $2,192,000 during the
nine months ended September 30, 1994 which includes proceeds from the exercise
of stock options.

On November 8, 1995, the Company completed a public offering of 2,500,000 shares
of its common stock at a price of $23.75. The Company anticipates that its
current cash and short-term investments, together with the proceeds of this
public offerings will be sufficient to fund operating expenses for at least the
next 24 months, including anticipated capital expenditures. The Company expects
to continue to fund future operations and related research and development
expenses from existing cash and short-term investments, revenues received from
the sales of VISX Systems and future financing as required. If the Company were
to receive FDA approval to market the VISX System for Laser Vision Correction in
the United States, the Company could require additional capital to fund
larger-scale manufacturing of the VISX System as well as future product
development. There can be no assurance that capital will be available when
needed or, if available, that the terms for obtaining such funds will be
favorable to the Company or will not result in dilution to the Company's
stockholders.


                                                                         Page 11
<PAGE>   12


PART II.          OTHER INFORMATION

 ITEM 1.          LEGAL PROCEEDINGS.

         Securities Class Action Litigation Settlement. In June 1995, the
         Company reached a settlement (pending court approval) of the securities
         class action lawsuit against the Company. The net cost of settlement
         after insurance reimbursement is expected not to exceed $2,250,000.
         There have been no new material developments.

         Shareholder Derivative Litigation. In September 1994, an action was
         filed as a derivative action on behalf of the Company by CAP Advisers
         Limited, CAP Trust and Osterfak Limited (collectively, the "CAP
         Group"), who collectively owned in excess of 10% of the Company's
         outstanding Common Stock at the time the action was filed. The action
         names as defendants several former officers of the Company, present and
         former directors of the Company including representatives of Alcon, and
         Alcon and certain of its affiliates. The suit alleges, among other
         things, breaches of fiduciary duties involving the failure to exercise
         appropriate oversight over regulatory affairs and the Alcon marketing
         agreement by the named individual defendants including the Alcon
         representatives as well as breaches of certain of Alcon's marketing
         obligations under the Company's agreements with Alcon, and seeks
         monetary damages in excess of $2.25 billion from Alcon and the named
         individual defendants. Alcon has filed counterclaims against the CAP
         Group and the named individual defendants (other than the Alcon
         representatives) and two former directors of the Company not named in
         the original suit for interference with the Company's contractual
         relationship with Alcon. Alcon and the named individual defendants have
         also filed counterclaims against such two former directors for
         equitable indemnification and contribution. On October 28, 1995, VISX,
         Alcon and the CAP Group announced an agreement in principle to settle
         the litigation. The settlement is subject to execution of a definitive
         settlement agreement as well as court approval. The agreement in
         principle also relates to the settlement of the counterclaims filed by
         Alcon in the proceeding. Under the proposed settlement terms, the
         Company's domestic and international marketing agreements with Alcon
         will terminate upon court approval of the settlement. Court approval,
         if any, is not expected until the first quarter of 1996. Under the
         settlement, VISX will also be obligated to reimburse the CAP Group for
         legal fees and expenses and certain other related expenses incurred by
         them. In addition, VISX has certain obligations to indemnify its
         directors and officers in the event of litigation and is therefore
         obligated to reimburse the individual defendants for their legal fees
         and expenses. As a result, VISX anticipates incurring additional legal
         expenses in connection with the settlement of this litigation.

         Patent Proceedings. The Company is a party to a number of
         patent-related legal proceedings in the United States and in several
         international jurisdictions. Adverse determinations in one or more of
         such proceedings could limit or restrict the Company from
         manufacturing, marketing or selling its products in certain markets,
         limit the Company's ability to collect use and equipment royalties in
         certain markets and have a material, adverse effect on the Company's
         business, financial condition and results of operations. These
         proceedings are discussed separately below.

                  Canada. In February 1994, the Company filed suit in the
                  Federal Court of Canada against Nidek Co., Ltd. and its
                  Canadian distributor for infringement of three of VISX's
                  Canadian patents. In August 1994, the Canadian trial court
                  dismissed most of Nidek's counterclaims against VISX, and
                  Nidek has appealed this dismissal. The Nidek appeal does not
                  stay or delay the trial of VISX's claims against Nidek. In
                  July 1995, the Company notified Chiron, LaserSight, Meditec,
                  Nidek and Summit, and all of the doctors known to be using
                  their equipment in Canada, that such manufacturers' products
                  infringe VISX's Canadian patents. The Company offered all such


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<PAGE>   13


                  manufacturers the opportunity to take a license in Canada. The
                  Company entered into license agreements for Canada with Chiron
                  and Meditec. The Company's offer to enter into license
                  agreements expired on September 1, 1995, and on September 5,
                  1995, the Company filed lawsuits in Canada against LaserSight,
                  Summit and their respective customers. The Company has also
                  taken action in Canada to add Nidek's customers to the lawsuit
                  already pending there between the Company and Nidek. The
                  Company is seeking injunctive relief and unspecified money
                  damages against all defendants in Canada. The Canadian actions
                  other than the Nidek proceedings are in the pleading stage.

                  Europe. During the last two years, both Carl Zeiss GmbH and
                  Summit filed oppositions to several of VISX's European patents
                  before the EPO. The Company has filed written submissions in
                  response to these oppositions. On October 17, 1995, the EPO
                  held an oral hearing in the first of these oppositions and
                  rendered an oral decision to revoke the patent. The patent at
                  issue is directed to comparative topography apparatus and is
                  neither currently in use in the VISX System nor part of the
                  fundamental VISX patents for vision correction. The Company
                  expects to appeal the decision once it receives a written
                  opinion from the EPO. The EPO has set oral hearings in two
                  additional opposition proceedings for December 1995. Due to
                  the nature of the patent opposition process (in which claims
                  can be reworded to overcome the opposition), it is impossible
                  to predict the outcome of these opposition proceedings. In
                  August 1995, the Company sued Herbert Schwind GmbH in Germany,
                  alleging infringement of certain of the Company's European
                  patents. In addition, Schwind has filed a nullity action in
                  Germany against one of VISX's European patents. Although the
                  Company believes it will prevail in this nullity action, there
                  can be no assurance that such patent will survive the
                  proceeding.

                  Azema Patent. On August 30, 1995, Summit sued the Company in
                  the United States for infringement of a United States patent
                  held by Summit. Summit acquired the rights to the patent in
                  1993, and Pillar Point did not acquire rights to the patent
                  from Summit. The lawsuit claims that the manufacture and
                  export of VISX Systems from the United States is an
                  infringement of the patent. The Company believes that the
                  lawsuit is without merit and intends to vigorously defend its
                  position. Nevertheless, the cost of defending this action
                  could be significant, and there can be no assurance that the
                  VISX System will be held not to infringe the patent. In such
                  event, the Company could be subject to significant liabilities
                  to Summit and it could be necessary for the Company to seek a
                  license from Summit in order for the Company to manufacture,
                  market and sell products in the United States. There can be no
                  assurance that a license would be available on acceptable
                  terms or at all. It might also be necessary for the Company to
                  attempt to redesign the VISX System so that it no longer
                  infringes the patent, although there can be no assurance that
                  any such redesign efforts would be successful. Additionally, a
                  redesign of the VISX System, depending on its scope, could
                  entail delays in the FDA approval of the redesign.

         Product Liability. VISX requires all clinical investigators to advise
         persons treated in United States clinical trials that the procedure is
         investigational and has not been determined to be safe or effective by
         the FDA and requires that signed consents be obtained prior to
         treatment. Notwithstanding these requirements, three individuals who
         were treated in United States clinical trials of the VISX System have
         sued their ophthalmologists and VISX following their surgery. These
         suits are currently pending in Michigan, New Jersey and Pennsylvania.
         VISX believes that is has meritorious defenses to these actions, and
         that their resolution will not have a material adverse effect on the
         Company's financial position or results of operations. However, all
         three suits are in the early stages of discovery and there can be no
         assurance as to their outcome.


                                                                         Page 13
<PAGE>   14



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

         a)    Exhibits.

               Ex. 27  Financial Data Schedule

         b)    Reports on Form 8-K.

               Since June 30, 1995, the Company has filed the following Reports
               on Form 8-K:

               (a) On October 16, 1995, a Form 8-K was filed regarding the
                   initiation of an investigation by the Federal Trade
                   Commission into the activities of Pillar Point Partners and
                   the companies that formed Pillar Point Partners (VISX and
                   Summit Technology, Inc.)

               (b) On November 3, 1995, a Form 8-K was filed regarding the 
                   agreement in principle to settle the stockholder derivative 
                   suit filed in September 1994.  See "Legal Proceedings -- 
                   Shareholder Derivative Litigation."


                                                                         Page 14
<PAGE>   15


                                   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)

November____, 1995                       /s/Mark B. Logan
(Date)                                   Mark B. Logan
                                         Chairman of the Board and
                                         Chief Executive Officer

November____, 1995                       /s/Timothy R. Maier
(Date)                                   Timothy R. Maier
                                         Vice President and
                                         Chief Financial Officer (principal
                                         financial and accounting officer)





                                                                         Page 15
<PAGE>   16
                                 EXHIBIT INDEX

Ex. 27  FINANCIAL DATA SCHEDULE