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): July 10, 2006

Laserscope

(Exact name of registrant as specified in its charter)

California	000-18053	77-0049527
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

3070 Orchard Drive
San Jose, CA	95134-2011
(Address of Principal Executive Offices)	(Zip Code)

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

(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:

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.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 2.1

Item 1.01. Entry into a Material Definitive Agreement

Merger Agreement

     On July 11, 2006, Laserscope, a California corporation (the “Company”), American Medical Systems Holdings, Inc., a Delaware corporation (“Parent”), and Kermit Merger Corp., a California corporation and an indirect subsidiary of Parent (“Merger Sub”), entered into an amendment (“Amendment No. 1”) to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 3, 2006 among the Company, Parent and Merger Sub.

     Amendment No. 1:

• extends the expiration date of the Offer by five business days to 12:00 midnight Central time on July 19, 2006 rather than July 12, 2006;

• amends the Revised Minimum Condition to mean 49.9% of the total number of shares of Laserscope common stock outstanding at the expiration of the Offer;

• effects the waiver by AMS and Merger Sub of the conditions to the Offer pertaining to the absence of any adverse actions or proceedings, any uncured material inaccuracy in Laserscope’s representations and warranties, any uncured material failure by Laserscope to perform its covenants and any material adverse effect on Laserscope since March 31, 2006 during the five business day extension of the Offer; however, such conditions will be reinstated if the Offer is extended in accordance with the terms of the Merger Agreement beyond July 19, 2006; and

• effects a waiver by AMS and Merger Sub of their right to terminate the Merger Agreement due to Laserscope’s breach of the covenants or agreements in the Merger Agreement or due to any breach of any of the representations and warranties of Laserscope in the Merger Agreement during the five business day extension of the Offer; however, such right will be reinstated if the Offer is extended in accordance with the terms of the Merger Agreement beyond July 19, 2006.

     The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the complete text of Amendment No. 1, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of July 11, 2006, by and among Laserscope, American Medical Systems, Inc. and Kermit Merger Corp.

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SIGNATURES

     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 hereunto duly authorized.

	LASERSCOPE
Date: July 11, 2006	By:	/s/ Peter Hadrovic
		Peter Hadrovic
		Vice President, Legal Affairs and Business Development, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of July 11, 2006, by and among Laserscope, American Medical Systems, Inc. and Kermit Merger Corp.

EX-2.1

Exhibit 2.1

AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

     THIS AMENDMENT, dated as of July 11, 2006 (this "Amendment"), amends that certain Agreement and Plan of Merger, dated as of June 3, 2006 (the “Agreement”), by and among AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., a Delaware corporation (“Parent”), KERMIT MERGER CORP., a California corporation and an indirect subsidiary of Parent (“Merger Sub”), and LASERSCOPE, a California corporation (the “Company”). Capitalized terms used in this Amendment and not otherwise defined herein have the meaning given in the Agreement.

     WHEREAS, the respective Boards of Directors of each of the Company, Parent, and Merger Sub deem it advisable and in the best interests of their respective companies and shareholders to extend the initial term of the Offer, to correct the definition of the Revised Minimum Condition consistent with the desired treatment of the Merger under Section 1101 of the CGCL and to waive certain conditions to the Offer during the extension effected hereby

     NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

     1. Extension of Initial Offer Period. The second sentence of Section 1.1(d) of the Agreement is amended in its entirety to provide as follows:

  “The Offer shall initially be scheduled to expire at 12:00 midnight Central time on the date that is the 25th Business Day after the commencement date of the Offer.”

     2. Definition of Revised Minimum Condition. The definition of “Revised Minimum Condition” contained in Section 1.1(e) of the Agreement is amended to mean “49.9% of the total number of shares of Company Common Stock outstanding at the expiration of the Offer.”

     3. Waived Condition; Officer Certificate. The conditions to the Offer set forth in paragraphs (a), (b), (c) and (h) of Annex I to the Agreement (the “Waived Conditions”) are hereby waived by Parent and Merger Sub with respect to any facts or circumstances arising or existing during the period of time beginning immediately after 12:00 midnight, Central time, on July 12, 2006, and ending at 12:00 midnight, Central time, on July 19, 2006 (the “Extension Period”), and the certificate required by paragraph (d) of Annex I to the Agreement (the “Officer Certificate”) shall be dated as of July 12, 2006; provided, however, if the Offer is extended in accordance with the terms of the Agreement beyond 12:00 midnight, Central time, on July 19, 2006, such wavier will not apply with respect to any facts or circumstances arising at any time thereafter, and the Officer Certificate shall be dated as of the scheduled expiration date of the Offer as so extended. For the avoidance of doubt, nothing in this Amendment shall be deemed to be a waiver of any Waived Conditions first existing prior to 12:00 midnight, Central time, on July 12, 2006. Parent and Merger Sub also waive their right to terminate the Agreement pursuant to Section 10.1(e) thereof during the Extension Period; provided, however, if the Offer is extended in accordance with the terms of the Agreement beyond 12:00 midnight, Central time, on July 19, 2006, such waiver will not apply to any facts or circumstances arising at any time thereafter.

     4. Effect of Amendment. In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will control. Except to the extent expressly modified herein or in conflict with the terms of this Amendment, the terms of the Agreement shall remain in full force and effect.

[Remainder of Page Left Blank Intentionally]

     IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the date first above written.

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
By:	/s/ Martin J. Emerson
	Name:	Martin J. Emerson
	Title:	President and Chief Executive Officer

KERMIT MERGER CORP.
By:	/s/ Martin J. Emerson
	Name:	Martin J. Emerson
	Title:	President and Chief Executive Officer

LASERSCOPE
By:	/s/ Peter Hadrovic
	Name:	Peter Hadrovic
	Title:	Vice President, Legal Affairs and Business Development

SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER