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): AUGUST 10, 2005

LASERSCOPE

(Exact name of Registrant as specified in its charter)

Commission File Number: 000-18053

CALIFORNIA
(State or other jurisdiction of
Incorporation or organization) 77-0049527
(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 3.1
EXHIBIT 99.1

Item 1.01 Entry into a Material Definitive Agreement.

(a) As described in Item 5.02 below, Elisha W. Finney will receive certain compensation in connection with her services as a member of the Laserscope Board of Directors.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On August 10, 2005, the Board of Directors (the “Board”) of Laserscope, a California corporation (the “Company”) appointed Elisha W. Finney as a member of the Company’s Board of Directors, to fill the newly created sixth Board seat. Ms. Finney was also appointed to the Board’s Audit Committee on such date.

As a member of the Company’s Board of Directors, Ms. Finney will be compensated in accordance with the Company’s 2005 Director Compensation Plan (the “Plan”). Ms. Finney will receive an annual retainer of $20,000 and $500 for attendance at each meeting of the Board of Directors, payable quarterly as earned. In accordance with the Plan, on the date of her appointment to the Board of Directors, Ms. Finney was granted an option to purchase 20,000 shares of Common Stock of the Company with an exercise price equal to the closing price of our common stock on the date of grant pursuant to the Company’s 1999 Director’s Stock Option Plan.

A copy of the press release announcing Ms. Finney’s appointment is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On August 10, 2005, the Board of Directors of the Company approved an amendment to the Company’s Bylaws to increase the exact number of directors from five (5) to six (6), effective on such date.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

3.1	Amendment to Bylaws adopted on August 10, 2005.
99.1	Press Release of Laserscope dated August 11, 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: August 11, 2005	By:	/s/ Derek Bertocci
		Derek Bertocci
		Vice President, Finance, and Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.	Description
3.1	Amendment to Bylaws adopted on August 10, 2005.
99.1	Press Release of Laserscope, dated August 11, 2005.

EX-3.1

EXHIBIT 3.1

Amendment to Bylaws adopted August 10, 2006

On August 10, 2005, pursuant to Section 3.2 of the Company’s Bylaws, the Board of Directors of the Company amended the second sentence of Section 3.2 of the Company’s Bylaws by deleting such sentence in is entirety and replacing it with the following:

“The exact number of directors shall be six (6) until changed, within the limits specified above, by an amendment to this Bylaw adopted by the Board of Directors or the shareholders.”

EX-99.1

Exhibit 99.1

Press Release Source: Laserscope

Laserscope Adds Sixth Board Seat and Appoints Elisha Finney to Board of Directors
Thursday August 11, 7:00 am ET

SAN JOSE, Calif., Aug. 11 /PRNewswire-FirstCall/ — Laserscope (Nasdaq: LSCP — News), a pioneer in the development and commercialization of minimally-invasive medical devices, including medical lasers and advanced fiber-optic delivery devices, announced that Elisha Finney joined Laserscope’s Board of Directors effective August 10, 2005 and will also serve as a member of the Company’s Audit Committee.

Ms. Finney, 44, is currently Senior Vice President and Chief Financial Officer of Varian Medical Systems, Inc., (NYSE: VAR — News), the world leader in the design and manufacture of integrated equipment and software systems for treating cancer with radiation therapy. At Varian Medical, Ms. Finney oversees all finance, investor relations, information systems and regulatory functions and plays a key management role for approximately 3,500 employees worldwide. Prior to joining Varian Medical Systems in 1988, Ms. Finney held risk management positions at the Fox Group and Beatrice Foods. She holds a BA degree in risk management and insurance from the Terry College of Business at the University of Georgia and an MBA from Golden Gate University in San Francisco.

“We are very fortunate and pleased to have someone of Elisha’s caliber join our Board of Directors,” said Eric Reuter, President and Chief Executive Officer of Laserscope. “Elisha has built an outstanding reputation as a leading medical device industry executive, which is supported by her impressive track record of success at Varian Medical. We believe that Laserscope will benefit greatly from Elisha’s strategic insight into, and solid operational experience in, our industry, and that she will enhance our Board’s effectiveness tremendously as we enter the next phase of our growth.”

“I am excited to have the opportunity to work with Laserscope’s management team, as the Company continues to grow its business over the long-term,” commented Ms. Finney. “Laserscope’s performance has been remarkable in recent years and I’m looking forward to helping the Company continue its efforts in building a world-class, global medical device company.”

In connection with Ms. Finney’s appointment to the Board of Directors, the Board amended Laserscope’s Bylaws to increase the number of Board seats from five to six. Currently, five of the six members of Laserscope’s Board of Directors are independent directors.

About Laserscope

Laserscope designs, manufactures, sells and services on a worldwide basis an advanced line of minimally-invasive medical products, including medical laser systems and related energy delivery devices for the office, outpatient surgical center, and hospital markets. More information about Laserscope can be found on the Company’s web site at www.laserscope.com.

Safe Harbor Statement

This press release contains forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbor created by this section. These forward-looking statements include statements about Laserscope’s future business, competition, expected continued momentum of Laserscope’s business and growth and market penetration opportunities in international markets. These statements are subject to a number of risks and uncertainties, including among other risks: uncertainties regarding introduction of new technologies

competitive to Laserscope’s products and the degree to which the Company’s current and new products are accepted by customers, which could affect the level of demand for our products; our dependence on sole source providers for key components and products; risk of reductions in government and private insurance reimbursement of hospitals and physicians for health care costs, which may negatively impact hospitals and physicians decisions to purchase our products reducing adoption rates and sales growth; risks that we may be unable to protect adequately the integrity, safety and proper use of our disposable fiber optic delivery device with the GreenLight PV(R) laser system, which could result in negative patient outcomes and reduce our disposable fiber recurring revenue stream; risks that patents and licenses that we hold may be challenged, invalidated or circumvented or that we may become the subject of intellectual property litigation; and uncertainties that new products will receive regulatory approval in applicable jurisdictions. Actual results may differ materially due to these and other factors. The matters discussed in this press release also involve risks and uncertainties described from time to time in Laserscope’s filings with the Securities and Exchange Commission. In particular, see the Risk Factors described in Laserscope’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Copies of Laserscope’s public disclosure filings with the SEC, including the most recent Annual Report on Form 10-K and the most recent forms 10-Q are available upon request from its Investor Relations Department at its website at www.laserscope.com or at the SEC’s website at www.sec.gov. Laserscope assumes no obligation to update the forward-looking information contained in this press release.

At Laserscope:	At Financial Relations Board:
Eric Reuter, President & CEO	Tricia Ross, Analyst Contact
Derek Bertocci, CFO	(212) 827-3774
(408) 943-0636	Laurie Berman, General Information
	(310) 854-8315