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): January 19, 2005

STAAR SURGICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware	0-11634	95-3797439
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)

1911 Walker Avenue, Monrovia, California,   91016

(Address of principal executive offices)      (Zip Code)

(Registrant's telephone number, including area code): (626) 303-7902

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:

[ ] 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

        On January 19, 2005, the Board of Directors (the “Board”) of STAAR Surgical Company (the “Company”) appointed David Schlotterbeck to fill a vacancy on the Board. The vacancy resulted from the resignation of John R. Gilbert from the Board on September 25, 2004. Mr. Schlotterbeck has been appointed as a member of the Audit Committee and the Nominating, Governance and Compensation Committee of the Board.

        There are no arrangements or understandings between Mr. Schlotterbeck and any person pursuant to which Mr. Schlotterbeck was appointed as a director. There have been no transactions, or series of similar transactions, since the beginning of the Company’s last fiscal year, nor is there any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, and in which Mr. Schlotterbeck or any member of his immediate family had, or will have, a direct or indirect material interest.

Item 7.01. Regulation FD Disclosure.

        On January 21, 2005, the Company issued a press release announcing the appointment of Mr. Schlotterbeck as a director. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated in this Item 7.01 by this reference.

        The information contained, or incorporated by reference, in this Item 7.01 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in Item 7.01 of this Current Report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number	Description
99.1	Press release dated January 21, 2005.

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.

Date: January 21, 2005 STAAR SURGICAL COMPANY


By: /s/ John Bily
——————————————
John Bily
Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated January 21, 2005.

EX-99

Exhibit 99.1

CONTACT:	Investors	Media
	EVC GROUP	EVC GROUP
	Douglas Sherk, 415-896-6820	Chris Toth, 415-896-6820
	Jennifer Beugelmans, 415-896-6820

   FOR IMMEDIATE RELEASE

STAAR SURGICAL APPOINTS NEW INDEPENDENT BOARD MEMBER

   David L. Schlotterbeck, Public Company Veteran Executive, Replaces Retired Board Member, John R. Gilbert

MONROVIA, CA, Jan. 21, 2005 — STAAR Surgical Company (NASDAQ: STAA), a leading developer, manufacturer and marketer of minimally invasive ophthalmic products, today announced that its Board of Directors has appointed David L. Schlotterbeck (age 57), as a new independent board member.

Mr. Schlotterbeck has nearly 20 years of experience in executing corporate turnarounds of global companies, including the development of strategies to accelerate growth. Since 1986, Mr. Schlotterbeck has successfully implemented transforming strategies, which have dramatically increased value at three public companies and one subsidiary division of a public company, ranging in size from $250 million in annual sales to $600 million.

Currently, Mr. Schlotterbeck serves as the Chairman and CEO of Clinical Technologies and Services, a business segment of Cardinal Health with revenues of more than $2 billion annually, and is an officer of Cardinal Health. He is directly responsible for the segment’s patient point-of-care strategy as well as other key products and services that generate a substantive portion of Cardinal Health’s annual operating earnings.

“We are very excited to welcome Dave to the Board of Directors and believe that his executive experience at a wide range of public companies, as well as his extensive knowledge of the medical device industry, uniquely qualify him to serve on our Board,” said David Bailey, President and CEO of STAAR Surgical. “Dave’s understanding of the processes required to successfully launch new products within a highly regulated framework and to implement strategies to support future product growth and market penetration, will allow him to offer the Board a highly relevant perspective. We look forward to working with Dave at the Board level.”

Prior to joining Clinical Technologies and Services, Mr. Schlotterbeck was the president and CEO of ALARIS Medical Systems, a developer and marketer of products for the safe delivery of intravenous medicines, which was acquired by Cardinal Health in July 2004. During his tenure at ALARIS, the Company was named the best performing stock for all three major US exchanges. In addition Mr. Schlotterbeck was named CEO of the year for medical device companies in 2002 by Frost and Sullivan. Mr. Schlotterbeck has in-depth international experience, as well as experience in identifying acquisition targets, negotiating merger agreements, integrating acquisitions and successful divestitures.

Mr. Schlotterbeck earned a Bachelor of Sciences degree in electrical engineering from the General Motors Institute and a Masters of Science in electrical engineering from Purdue University. He has also completed the Executive Institute program at Stanford University.

About STAAR Surgical

STAAR Surgical is a leader in the development, manufacture and marketing of minimally invasive ophthalmic products employing proprietary technologies. STAAR’s products are used by ophthalmic surgeons and include the revolutionary VISIAN ICL™ as well as innovative products designed to improve patient outcomes for cataracts and glaucoma. STAAR’s ICL has received CE Marking, is approved for sale in 37 countries and has been implanted in more than 35,000 eyes worldwide. It is currently under review by the FDA for use in the United States.

Safe Harbor

All statements in this press release that are not statements of historical fact are forward-looking statements, including any projections of earnings, revenue, or other financial items, any statements of the plans, strategies, and objectives of management for future operations, any statements concerning proposed new products and government approval of new products, services or developments, any statements regarding future economic conditions or performance, statements of belief and any statements of assumptions underlying any of the foregoing. These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties include the results of our response to FDA warning letters, the need to obtain regulatory approval for new products, acceptance of new products by medical practitioners and consumers, the rapid pace of technological change in the ophthalmic industry, general domestic and international economic conditions, access to financing and other factors beyond the control of STAAR Surgical Company, including those detailed from time to time in STAAR Surgical Company’s reports filed with the Securities and Exchange Commission. STAAR Surgical Company assumes no obligation to update these forward-looking statements to reflect future events or actual outcomes and does not intend to do so.

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