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Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

As filed with the Securities and Exchange Commission on June 19, 2006

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)



Delaware		41-1978822

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

10700 Bren Road West

Minnetonka, MN 55343

(952) 930-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Martin J. Emerson

President and Chief Executive Officer

American Medical Systems Holdings, Inc.

10700 Bren Road West

Minnetonka, Minnesota 55343

(952) 930-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Thomas A. Letscher, Esq.

Thomas R. Marek, Esq.

Oppenheimer Wolff & Donnelly LLP

45 South Seventh Street

Plaza VII, Suite 3300

Minneapolis, MN 55442

(612) 607-7000

TABLE OF ADDITIONAL REGISTRANTS



(Exact Name of Registrant as Specified in Charter)	(State or Other Jurisdiction of Incorporator or Organization)	(I.R.S. Employer Identification Number)

American Medical Systems, Inc.	Delaware	13-4018241

AMS Sales Corporation	Delaware	41-2018414

AMS Research Corporation	Delaware	13-3798523

(Address, including zip code, and telephone number, including area code, of additional registrant’s principal executive offices)
Each Additional Registrant’s principal executive office and telephone number is
10700 Bren Road West, Minnetonka, Minnesota 55343 and (952) 930-6000, respectively

Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective, as determined by market and other conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o _ _

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o _ _

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: o

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of

Title of Each Class of

Amount

Offering

Aggregate

Registration

Securities to be Registered

to be Registered⁽³⁾

Price per Unit

Offering Price

Fee

Senior Subordinated Debt Securities of American Medical Systems Holdings, Inc.

$373,750,000

$39,991.25

Guarantees of Senior Subordinated Debt Securities(1)

Common Stock of American Medical Systems Holdings, Inc., par value $.01 per share(2)(4)

Senior Debt Securities of American Medical Systems Holdings, Inc.

Subordinated Debt Securities of American Medical Systems Holdings, Inc.


(1)		Guarantees for the Senior Subordinated Debt Securities are provided by American Medical Systems, Inc., AMS Sales Corporation and AMS Research Corporation, as wholly-owned subsidiaries of American Medical Systems Holdings, Inc. No separate consideration will be received for such guarantees and, pursuant to Rule 457(n), no separate registration fee is payable for such guarantees.

(2)		There is being registered hereunder an indeterminate number of shares of common stock as may from time to time be sold hereunder. In addition, there is being registered hereunder shares of common stock as may from time to time be issued upon the conversion, exercise or exchange of the Senior Subordinated Debt Securities

(3)		An unspecified aggregate initial offering price and number of securities, as applicable, is being registered as may from time to time be offered and sold at indeterminate prices. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee, except with respect to $373,750,000 proposed maximum aggregate offering price of senior subordinated debt securities which may be offered pursuant to the preliminary prospectus filed on the date hereof and any amendment or supplement thereto.

(4)		The shares of common stock issuable upon conversion of the Senior Subordinated Debt Securities will be issued for no additional consideration, and therefore no registration fee is required pursuant to Rule 457(i). With respect to shares of common stock that may from time to time be sold hereunder, an unspecified aggregate initial offering price and number of shares of common stock is being registered. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee with respect to such shares of common stock.

PROSPECTUS

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

Common Stock
Senior Debt Securities
Subordinated Debt Securities
Senior Subordinated Debt Securities

Guarantees of Senior Subordinated Debt Securities by:

AMERICAN MEDICAL SYSTEMS, INC.
AMS SALES CORPORATION
AMS RESEARCH CORPORATION

American Medical Systems Holdings, Inc. may offer from time to time (i) common stock, (ii) senior debt securities, (iii) subordinated debt securities and (iv) senior subordinated debt securities. This prospectus also covers guarantees of our payment obligations under the senior subordinated debt securities, which may be given from time to time by our wholly-owned subsidiaries, American Medical Systems, Inc., AMS Sales Corporation and AMS Research Corporation, on terms to be determined at the time of the offering. The senior subordinated debt securities may be convertible into or exercisable for common stock or other securities of our company or debt or equity securities of one or more other entities.

This prospectus describes some of the general terms that may apply to these securities. We will provide the terms of these securities in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest.

We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement.

Our common stock is listed on The Nasdaq National Market under the symbol “AMMD.”

Investing in our securities involves risks. Before purchasing any of our securities, you should refer to the risk factors incorporated by reference into this prospectus, described in any accompanying prospectus supplement or incorporated by reference into any accompanying prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 19, 2006

TABLE OF CONTENTS


	Page

About This Prospectus		1
Where You Can Find More Information		1
Incorporation by Reference		1
Special Note Regarding Forward-Looking Statements		2
The Company		3
Use of Proceeds		3
Ratio of Earnings to Fixed Charges		3
Description of Securities		4
Plan of Distribution		4
Validity of the Securities		4
Experts		4
Amended and Restated Certificate of Incorporation
Fifth Amended and Restated Certificate of Incorporation
Bylaws
Certificate of Incorporation - AMS Sales Corporation
Bylaws - AMS Sales Corporation
Certificate of Incorporation - AMS Research Corporation
Bylaws - AMS Research Corporation
Form of Common Stock Certificate
Form of Indenture for Senior Debt Securities
Form of Indenture for Subordinated Debt Securities
Form of Indenture for Senior Subordinated Debt Securities
Opinion of Oppenheimer Wolff & Donnelly LLP
Computation of Ratio of Earnings to Fixed Charges
Consent of Ernst & Young LLP
Consent of PricewaterhouseCoopers LLP
Statement of Eligibility on Form T-1 - Senior Debt Securities Indenture
Statement of Eligibility on Form T-1 - Subordinated Debt Securities Indenture
Statement of Eligibility on Form T-1 - Senior Subordinated Debt Securities Indenture

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we filed with the United States Securities and Exchange Commission, or the SEC. By using a shelf registration statement, we may sell any combination of the securities described in this prospectus from time to time and in one or more offerings. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the terms of the offering and of the securities being offered. Each supplement may also add, update or change information contained in this prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superceded by the information in the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the accompanying prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference into this prospectus and in the accompanying prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus and the accompanying prospectus supplement is accurate only as of the date on their respective covers. Our business, financial condition, results of operations and prospects may have changed since that date.

Whenever a reference is made in this prospectus to a contract or other document of ours, the reference is only a summary and you should refer to the exhibits that are part of the registration statement for a copy of the contract or other document.

In this prospectus, the words “Holdings,” “we,” “our,” “ours,” and “us” refer to American Medical Systems Holdings, Inc., a Delaware corporation and its consolidated subsidiaries, unless otherwise stated or the context otherwise requires; and “AMS” refers to American Medical Systems, Inc.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and in accordance with these requirements, we file reports, proxy statements and other information with the SEC. The reports, proxy statements and other information that we file may be inspected and copied at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov.

The address of our internet site is http://www.americanmedicalsystems.com. We make available free of charge on or through our internet site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Any internet addresses provided in this prospectus are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information in any of these internet addresses is included or incorporated herein.

INCORPORATION BY REFERENCE

As allowed by the SEC’s rules, we “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and, where applicable, supersede any information contained in, or incorporated by reference into, this prospectus. Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information deemed to have been “furnished” and not “filed” in accordance with SEC rules) between the date of this prospectus and the termination of the offering of the securities described in this prospectus.


	•	Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as amended on Form 10-K/A filed on June 19, 2006;

	•	Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2006;

	•	Current Reports on Form 8-K filed on February 15, 2006, March 24, 2006, March 27, 2006, April 27, 2006, May 9, 2006, June 5, 2006, June 8, 2006 and June 19, 2006 and an amendment Form 8-K/A filed on June 19, 2006;

	•	The audited consolidated financial statements of Laserscope appearing in its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and the reports thereon of PricewaterhouseCoopers LLP included therein;

	•	The unaudited consolidated financial statements of Laserscope appearing in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006;

	•	The condensed consolidating financial information of the subsidiary guarantors pursuant to Rule 3-10(f)(4) of Regulation S-X, as detailed in our Current Report on Form 8-K filed on June 19, 2006; and

	•	The description of our common stock contained in our Registration Statement on Form 8-A, and any amendment or report filed with the SEC for the purpose of updating such description.

You may request a free copy of these filings by writing or telephoning us at the following address:

American Medical Systems, Inc.

10700 Bren Road West

Minnetonka, MN 55343

Attention: Corporate Secretary

(952) 930-6000

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the accompanying prospectus supplement and the documents incorporated by reference into this prospectus and any accompanying prospectus supplement contains or may contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on our current expectations about future events. Further, statements that include words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue,” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and the other documents incorporated by reference. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results, wherever they occur in this prospectus and any accompanying prospectus supplement or the documents incorporated by reference into this prospectus and any accompanying prospectus supplement, are necessarily estimates reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors set forth in this prospectus and the accompanying prospectus supplement incorporated by reference into this prospectus.

THE COMPANY

About American Medical Systems Holdings, Inc.

We develop and deliver innovative medical solutions to our target patients and physicians. Since becoming an independent company in 1998, we have worked to build a business that delivers consistent revenue and earnings growth, fueled by a robust pipeline of innovative products for significant, under-penetrated markets of patients and their physicians. We have greatly broadened our product line, building on our traditional base of products for erectile restoration and a product for men’s urinary incontinence, including products and therapies targeted at the men’s pelvic health conditions of benign prostatic hyperplasia, or BPH, and urethral stricture and the women’s pelvic health conditions of female urinary incontinence, pelvic organ prolapse, menorrhagia and fecal incontinence. We estimate these conditions affect over 280 million people in our global markets. Approximately 60 million of these men and women have conditions sufficiently severe so as to profoundly diminish their quality of life and significantly impact their relationships. Our product development and acquisition strategies have focused on expanding our product offering for surgical and office-based solutions and on adding less-invasive solutions for surgeons and their patients. Our primary physician customers include urologists, gynecologists, and urogynecologists.

Our principal executive offices are located at 10700 Bren Road West, Minnetonka, Minnesota 55343. Our telephone number is (952) 930-6000. The address of our internet site is http://www.americanmedicalsystems.com. This internet address is provided for informational purposes only and is not intended to be a hyperlink. Accordingly, no information in this internet address is included or incorporated herein.

About the Subsidiary Guarantors

AMS, AMS Sales Corporation and AMS Research Corporation (collectively, the “Subsidiary Guarantors”) are Delaware corporations that are wholly-owned subsidiaries of Holdings. The principal executive offices of all of the Subsidiary Guarantors are located at 10700 Bren Road West, Minnetonka, Minnesota 55343, and the telephone number at that address is (952) 930-6000.

USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement accompanying this prospectus, the net proceeds from the sale of the securities to which this prospectus relates will be used for general corporate purposes. General corporate purposes may include repayment of debt, acquisitions, capital expenditures, investments in our subsidiaries or as additions to working capital. Net proceeds may be temporarily invested prior to use.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth information with respect to our consolidated ratios of earnings to fixed charges for the periods indicated:

Quarter Period Ended

Fiscal Year Ended

Apr. 1,

Apr. 2,

Dec. 31,

Jan. 1,

Jan. 3,

Dec. 28,

Dec. 19,

2006

2005

2004

2003

2002

2001

Ratio of Earnings to Fixed Charges

114.2

148.7

140.1

17.5

22.1

14.9

4.1x

For purposes of computing this ratio, “earnings” consist of income before income taxes plus fixed charges (excluding capitalized interest) and minority interests (relating to subsidiaries whose fixed charges are included in the computation), excluding equity in undistributed earnings of less-than-50%-owned-investments. “Fixed charges” include interest whether expensed or capitalized, amortization of debt expense, discount or premium related to indebtedness and such portion of rental expense that we deem to be representative of interest. As required by the rules which govern the computation of this ratio, both earnings and fixed charges are adjusted where appropriate to include the financial results for our nonconsolidated majority-owned subsidiaries.

DESCRIPTION OF THE SECURITIES

General

We may issue from time to time, in one or more offerings the following securities:


	•	senior debt securities, subordinated debt securities and senior subordinated debt securities, each of which may be convertible into or exercisable for common stock or other securities of our company or debt or equity securities of one or more other entities; and

	•	shares of common stock.

We will set forth in the applicable prospectus supplement a description of the senior debt securities, subordinated debt securities, senior subordinated debt securities and common stock that may be offered under this prospectus. The terms of the offering of securities, the initial offering price and the net proceeds to us will be contained in the prospectus supplement, and other offering material, relating to such offer.

Guarantees

The senior subordinated debt securities may be guaranteed by our wholly-owned subsidiaries, AMS, AMS Sales Corporation and AMS Research Corporation. The prospectus supplement relating to the senior subordinated debt securities of a particular series may describe the terms of any guarantees, including, among other things, the conditions under which guarantees will be added or released. Any guarantees may be joint and several obligations of the guarantors.

PLAN OF DISTRIBUTION

We may sell the offered securities from time to time (a) through agents; (b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods of sale. We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement.

VALIDITY OF THE SECURITIES

In connection with particular offerings of the securities in the future, and if stated in the applicable prospectus supplements, the validity of those securities may be passed upon for us by Oppenheimer Wolff & Donnelly LLP, Minneapolis, MN.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 31, 2005, and management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedules and management’s assessment are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to Laserscope’s Annual Report on Form 10-K for the year ended December 31, 2005, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.	*Other Expenses of Issuance and Distribution.*

The following is an estimate of the expenses (all of which are to be paid by the registrants) that we may incur in connection with the senior subordinated debt securities and the common stock and subsidiary guarantees related to the senior subordinated debt securities:


Securities and Exchange Commission registration fee	$	39,991.25	*
Printing expenses		250,000.00
Trustee fees and expenses		12,500.00
Legal fees and expenses		150,000.00
Accounting fees and expenses		75,000.00
Blue Sky fees and expenses		10,000.00
Rating Agency fees		800,000.00
Miscellaneous		50,000.00

Total(1)	$	1,387,491.25


*		The registrant is deferring payment of the registration fee in reliance on Rule 456(b) and Rule 457(r) under the Securities Act, except for $39,991.25 with respect to $373,750,000 proposed maximum aggregate offering price of senior subordinated notes which may be offered pursuant to the preliminary prospectus supplement filed on the date hereof and any amendment or supplement thereto.

(1)		Additional information regarding estimated expenses of issuance and distribution of senior debt securities, subordinated debt securities and common stock will be provided by post-effective amendment at the time as to such class is included in a prospectus supplement in accordance with Rule 430(B).


Item 15.	*Indemnification of Officers and Directors.*

Our amended and restated certificate of incorporation provides that we will, and Delaware law permits us to, under certain situations, indemnify any of our directors, officers, employees or agents made or threatened to be made a party to a proceeding, by reason of the former or present official capacity of the person, against judgments, penalties, fines, settlements and reasonable expenses, including attorney’s fees, incurred by the person in connection with the proceeding if certain statutory standards are met. Any of these persons is also entitled, subject to certain limitations, to payment or reimbursement of reasonable expenses in advance of the final disposition of the proceeding. A proceeding means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of us. Reference is made to Section 145 of the Delaware General Corporation Law and our amended and restated certificate of incorporation.

We maintain an insurance policy providing for indemnification of our officers, directors and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions.

We have entered into indemnification agreements with our directors, executive officers and certain other employees, in addition to indemnification provided for in our amended and restated certificate of incorporation, and we intend to enter into indemnification agreements with any new directors and executive officers in the future.


Item 16.	*Exhibits.*

See the Exhibit Index attached to this registration statement and incorporated herein by reference.

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Item 17.	*Undertakings.*

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the

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registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, American Medical Systems Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota, on the 19th day of June, 2006.

AMERICAN MEDICAL SYSTEMS

HOLDINGS, INC.


	By:	/s/ MARTIN J. EMERSON

Name: Martin J. Emerson


	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Martin J. Emerson and Carmen L. Diersen and each of them, each of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments to this Registration Statement or any registration statement for the same offering that is to be effective upon filing pursuant to 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in their capacities with American Medical Systems Holdings, Inc., and on the dates indicated.


Signature	Title	Date
/s/ MARTIN J. EMERSON Martin J. Emerson	Director, Chief Executive Officer and President	June 19, 2006

/s/ CARMEN L. DIERSEN Carmen L. Diersen	Executive Vice President, Chief Financial Officer	June 19, 2006

/s/ RICHARD B. EMMITT Richard B. Emmitt	Director	June 19, 2006

/s/ ALBERT J. GRAF Albert J. Graf	Director	June 19, 2006

/s/ CHRISTOPHER H. PORTER, PH.D. Christopher H. Porter, Ph.D.	Director	June 19, 2006

/s/ THOMAS E. TIMBIE Thomas E. Timbie	Director	June 19, 2006

/s/ ELIZABETH H. WEATHERMAN Elizabeth H. Weatherman	Director	June 19, 2006

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, American Medical Systems, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota, on the 19th day of June, 2006.

AMERICAN MEDICAL SYSTEMS, INC.


	By:	/s/ MARTIN J. EMERSON

Name: Martin J. Emerson


	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, AMS Sales Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota, on the 19th day of June, 2006.

AMS SALES CORPORATION


	By:	/s/ MARTIN J. EMERSON

Name: Martin J. Emerson


	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in their capacities with AMS Sales Corporation, and on the dates indicated.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, AMS Research Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota, on the 19th day of June, 2006.

AMS RESEARCH CORPORATION


	By:	/s/ MARTIN J. EMERSON

Name: Martin J. Emerson


	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in their capacities with AMS Research Corporation, and on the dates indicated.

II-7

EXHIBIT INDEX


Exhibit
No.			Description



	1	.1*	Form of Underwriting Agreement.


	2	.1	Agreement and Plan of Merger, dated June 3, 2006, by and among American Medical Systems Holdings, Inc., Kermit Merger Corp. and Laserscope (Incorporated by reference from Exhibit 2.1 of the American Medical Systems Holdings, Inc.’s Form 8-K filed on June 5, 2006 (File No. 000-30733)).


	3	.1	Second Amended and Restated Certificate of Incorporation, of American Medical Systems Holdings, Inc.


	3	.2	Bylaws of American Medical Systems Holdings, Inc. (Incorporated by reference from Exhibit 3.2 of the American Medical Systems Holdings, Inc.’s Form 10-K for the Fiscal Year Ended January 3, 2004 (File No. 000-30733)).


	3	.3	Fifth Amended and Restated Certificate of Incorporation of American Medical Systems, Inc.


	3	.4	Bylaws of American Medical Systems, Inc.


	3	.5	Certificate of Incorporation of AMS Sales Corporation.


	3	.6	Bylaws of AMS Sales Corporation.


	3	.7	Certificate of Incorporation of AMS Research Corporation formerly known as Influence, Inc.


	3	.8	Bylaws of AMS Research Corporation.


	4	.1	Form of Common Stock Certificate of American Medical Systems Holdings, Inc.


	4	.2	Form of Indenture for Senior Debt Securities.


	4	.3	Form of Senior Debt Security (Included in Exhibit 4.2).


	4	.4	Form of Indenture for Subordinated Debt Securities.


	4	.5	Form of Subordinated Debt Security (Included in Exhibit 4.4).


	4	.6	Form of Indenture for Senior Subordinated Debt Securities.


	4	.7	Form of Senior Subordinated Debt Security (Included in Exhibit 4.6).


	5	.1	Opinion of Oppenheimer Wolff & Donnelly LLP.


	12	.1	Computation of Ratio of Earnings to Fixed Charges for American Medical Systems Holdings, Inc.


	23	.1	Consent of Oppenheimer Wolff & Donnelly LLP (Included in Exhibit 5.1).


	23	.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, related to the consolidated financial statements of American Medical Systems Holdings, Inc.


	23	.3	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, related to the consolidated financial statements of Laserscope.


	24	.1	Power of Attorney — American Medical Systems Holdings, Inc. (Included on the signature page for American Medical Systems Holdings, Inc.)


	24	.2	Power of Attorney — American Medical Systems, Inc. (Included on the signature page for American Medical Systems, Inc.)


	24	.3	Power of Attorney — AMS Sales Corporation (Included on the signature page for AMS Sales Corporation)


	24	.4	Power of Attorney — AMS Research Corporation (Included on the signature page for AMS Research Corporation)


	25	.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Trustee under the Senior Debt Securities Indenture.


	25	.2	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Trustee under the Subordinated Debt Securities Indenture.


	25	.3	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Trustee under the Senior Subordinated Debt Securities Indenture.


*		To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

Signature

/s/ MARTIN J. EMERSON

Martin J. Emerson

Director, Chief Executive Officer and President

June 19, 2006

/s/ CARMEN L. DIERSEN

Carmen L. Diersen

Director, Executive Vice President,
Chief Financial Officer

June 19, 2006