8-K 1 ls5625.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K ---------- Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2006 Commission File Number: 000-18053 LASERSCOPE (Exact name of Registrant as specified in its charter) CALIFORNIA 77-0049527 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 3070 ORCHARD DRIVE SAN JOSE, CA 95134-2011 (Address of principal executive offices) (408) 943-0636 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On April 30, 2006, Laserscope, a California corporation, acquired all of the capital stock of InnovaQuartz, Inc. a privately held company located in Phoenix, Arizona pursuant to a Stock Purchase Agreement between Laserscope, InnovaQuartz, Inc., The Griffin Family Revocable Trust, Steve Griffin, and Brian Barr for approximately $7.5 million in cash, the assumption of approximately $1.1 million in debt and future cash payments contingent on the financial performance of InnovaQuartz over approximately three years. InnovaQuartz is a developer, vertically integrated manufacturer and commercial supplier of advanced medical devices for multiple medical procedures including those used in the treatment of kidney, bladder, and other urinary stones. Since 2002, InnovaQuartz has supplied a key component of Laserscope's GreenLight PV(R) fiber optic delivery device used for the treatment of Benign Prostatic Hyperplasia. The acquisition is described more completely in the press release which is attached as Exhibit 99.1 and incorporated by reference herein. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 1, 2006, Laserscope, a California corporation (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2006. A copy of the release is attached as Exhibit 99.2 and incorporated by reference herein. The information in this Form 8-K and the Exhibit attached hereto is being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. It shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release of Laserscope dated May 1, 2006 regarding its acquisition of InnovaQuartz, Inc. 99.2 Press Release of Laserscope dated May 1, 2006 announcing its financial results for the quarter ended March 31, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LASERSCOPE (Registrant) Date: May 1, 2006 By: /s/ Derek Bertocci ---------------------------- Derek Bertocci Vice President, Finance, and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ------------------------------------------------------------------ 99.1 Press Release of Laserscope dated May 1, 2006 regarding its acquisition of InnovaQuartz, Inc. 99.2 Press Release of Laserscope dated May 1, 2006 announcing its financial results for the quarter ended March 31, 2006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) MAY 27, 2005

Commission File Number: 000-18053

LASERSCOPE

(Exact name of Registrant as specified in its charter)

CALIFORNIA		77-0049527
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

3070 ORCHARD DRIVE SAN JOSE, CA 95134-2011 (Address of principal executive offices)

(408) 943-0636 (Registrant’s telephone number, including area code)

NOT APPLICABLE (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 1.01. Entry into a Material Definitive Agreement.

On May 31, 2005, Laserscope, a California corporation (the “Company”) announced that the Company and McKesson Medical-Surgical Inc. (“McKesson”) had agreed to amend the parties’ original distribution agreement, which provided McKesson exclusive rights to distribute Laserscope’s core aesthetic laser products in the United States. The amendment to the distribution agreement makes McKesson’s distribution rights non-exclusive, extends the term of the distribution agreement for an additional five years (subject to the pre-existing termination provisions), increases the suite of products covered by the distribution agreement to include the Company’s new Solis™ intense pulse light device and certain future light-based aesthetic treatment devices, and makes changes related to transfer pricing.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release of Laserscope dated May 31, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LASERSCOPE (Registrant)
Date: June 3, 2005	By:	/s/ Peter Hadrovic
		Peter Hadrovic
		Vice President, Legal Affairs and General Counsel

EXHIBIT INDEX

Exhibit No.				Description
	99.1			Press release dated May 31, 2005

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