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
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Date
of Report (Date of Earliest Event Reported):
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March
16, 2009
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STAAR
Surgical Company
__________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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0-11634
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95-3797439
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1911
Walker Ave, Monrovia, California
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91016
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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626-303-7902
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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:
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))
Item
2.02 Results of Operations and Financial Condition.
On March
16, 2009, STAAR Surgical Company (the "Company") published a press release
reporting its financial results for the quarter and fiscal year ended January 2,
2009 (the Press Release"), a copy of which is attached to this Report as Exhibit
99.1 and is incorporated herein by this reference.
Item
7.01 Regulation FD Disclosure.
On March
16, 2009 the Company held a conference call to discuss the financial results for
the quarter and fiscal year ended January 2, 2009. An archive of the
webcast of the conference call has been posted on the Company's website at
www.staar.com. A transcript of the conference call is furnished as Exhibit 99.2
to this report and is incorporated herein by this reference.
Forward
Looking Statements
All
statements in this report that are not statements of historical fact are
forward-looking statements, including statements about any of the following:
projections of earnings, revenue, sales, cash or other financial items; the
plans, strategies, and objectives of management for future operations or
prospects for achieving such plans; strategies or objectives; prospects for
appeal of the adverse verdict in the Parallax litigation; continued growth of
the ICL, TICL or other products in the U.S. or international markets; expected
cost savings; our future 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
report 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 need to satisfy the
forthcoming judgment in the Parallax case or post an appeal bond and the
resulting effect on our liquidity, our limited capital resources and limited
access to financing, our belief that our auditors are likely to qualify their
report on our audited 2008 financial statements with a statement expressing
doubt about our ability to continue as a going concern, the need to defend other
litigation similar to the Parallax case and to satisfy judgment in the event of
an adverse ruling in that case, for which we have taken no reserve, the effect
the global recession may have on sales of products, especially products such as
the ICL used in non-reimbursed elective procedures, the challenge of managing
our foreign subsidiaries, the risk that we will not succeed in introducing
improved products that restore the profitability of our U.S. IOL product line,
our ability to resolve FDA concerns over the clinical study for the Toric ICL
and to overcome negative publicity resulting from warning letters and other
correspondence from the FDA Office of Compliance, the willingness of surgeons
and patients to adopt a new product and procedure, and the potential effect of
recent negative publicity about LASIK on the demand for refractive surgery in
general in the U.S. We also refer readers to the “Risk Factors”
section of our quarterly report on Form 10-Q, filed with the Securities and
Exchange Commission on November 11, 2008, and our Annual Report on Form 10-K
filed with the Commission on March 12, 2008.
STAAR
currently lacks the cash to satisfy the judgment expected to result from the
$4.9 million verdict in the Parallax case (the "Judgment"), or to fund the bond
necessary to pursue appeal, and the court has not yet determined whether or for
how long it will stay execution of the Judgment. If STAAR is unable to satisfy
the Judgment or post an appeal bond before the expiration of any discretionary
stay of the court, STAAR could be required to petition for protection under
federal bankruptcy laws, which could further impair its financial position and
liquidity, and would likely result in a default of its other debt obligations.
STAAR assumes no obligation to update its forward-looking statements to reflect
future events or actual outcomes and does not intend to do so.
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 hereunto
duly authorized.
| STAAR
Surgical Company |
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March
17, 2009
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By:
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/s/ Barry
G. Caldwell |
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Barry
G. Caldwell |
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President
and Chief Executive Officer |
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Exhibit
Index
Exhibit
No. Description
99.1 Press
release of the Company dated March 16, 2009.
99.2 Conference
call of the Company held on March 16, 2009.