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): June 11, 2003

                             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
of incorporation or organization)                            Identification No.)

1911 Walker Avenue, Monrovia, California                            91016
(Address of principal executive offices)                          (Zip Code)

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

Item 4.  Changes in Registrant's Certifying Accountant

      On June 12, 2003, the Company formally engaged McGladrey & Pullen,  LLP as
independent  accountants  to audit the Company's  financial  statements  for the
fiscal year ending January 2, 2004. The selection of McGladrey & Pullen, LLP was
made by the Audit  Committee of the Board of Directors of the Company and,  upon
recommendation by that committee, was approved by the full Board of Directors.

      During the two most recent fiscal years of the Company and the  subsequent
interim  period prior to the  selection of McGladrey & Pullen,  LLP, the Company
has not consulted with McGladrey & Pullen,  LLP regarding any of the matters set
forth in Item 304(a)(2)(i)-(ii) of Regulation S-K.

Item 5. Other Events and Regulation FD Disclosure.

      Private Placement of Common Stock

      On June 11, 2003,  the Company  entered into  Purchase  Agreements  with a
group of private  investors (the  "Investors") who agreed to privately  purchase
1,000,000  shares of the  Company's  Common  Stock at a price per share of $9.60
(the "Private  Placement").  Payment for the $9,600,000 aggregate purchase price
for the Private Placement was received by the Company on June 12, 2003.

      Adams,  Harkness & Hill,  Inc.  acted as  placement  agent for the Private
Placement. In consideration of its services, it is receiving from the Company an
engagement  fee of $25,000 plus a commission of 5% of the gross  proceeds of the
Private Placement, for aggregate fees of $505,000.

      Net  proceeds  of the  Private  Placement  will be used by the Company for
repayment of indebtedness and for working capital.

      The  following  summary of the  Private  Placement  is not  intended to be
exhaustive  and is  qualified  in its entirety by reference to the form of Stock
Purchase  Agreement,  which is  attached  to this  report as Exhibit  10.96 (the
"Stock Purchase Agreement").

      As of June 11, 2003,  the Company and the  Investors  signed and delivered
Stock Purchase Agreements evidencing the commitment of each Investor to purchase
shares of Common  Stock from the Company at a price per share of $9.60,  and the
commitment  of the  Company  to  complete  such  sale.  The  aggregate  purchase
commitment under all of the Stock Purchase  Agreements was 1,000,000 shares (the
"Shares"). Funding of the purchases was completed on June 12, 2003.

      Each of the Investors is an "accredited  purchaser"  within the meaning of
Rule 501(a) of  Regulation D under the  Securities  Act of 1933, as amended (the
"Act").  The Private  Placement  is intended to be exempt from the  registration
requirements  of Section 5 of the Act  through  the  exemption  available  under
Section 4(2) of the Act and Rule 506 of Regulation D.


      The Shares are "restricted securities," as defined in Rule 144(a)(3) under
the Act, and accordingly  the Shares may not be resold by the Investors  without
registration under the Act or an available  exemption from  registration.  Under
the  Purchase  Agreements,  the  Company  will be  obligated  to file  with  the
Securities  and  Exchange   Commission  (the  "SEC"),   as  soon  as  reasonably
practicable  after the closing of the Private  Placement (the "Closing") (but no
more than 30 days  after the  Closing),  a  registration  statement  on Form S-3
registering  under  the Act the  resale  of the  Shares  by the  Investors  (the
"Registration Statement").

      The Company will be required to keep the Registration  Statement effective
until the earlier of (1) two years after the  Closing,  (2) the time when all of
the  Shares  have  been  sold  under  the  Registration  Statement  or in  other
transactions  that result in the Shares being freely  tradable,  or (3) the time
when all of the Shares can be sold  without  registration  or  restriction.  The
Company  will  be  required  to  keep a  current  prospectus  available  for the
Investors to use for resales during that period.

      The Company can suspend the use of the Registration  Statement for resales
up to two times each year,  for a period of no longer  than 45 days on each such
occasion,  if  required  to do so  by  regulatory  action  or  because  material
information or events affecting the Company are not adequately  disclosed in the
then available prospectus.

      If for any reason the  Company  fails to file the  Registration  Statement
within 30 days after the Closing, the Company will be required to issue "Penalty
Shares"  to the  Investors  in a  number  equal  to 1% of the  Shares  for  each
subsequent  30-day period during which the Registration  Statement is not filed.
The  Company  will also be required  to issue  Penalty  Shares if for any reason
there are more than two such  suspension  periods in any year,  or if the 45-day
limit for each suspension  period is exceeded,  again in a number equal to 1% of
the Shares for each 30-day  period during which the  Registration  Statement was
unavailable in excess of the permitted suspensions.

      If the  number of  Penalty  Shares  would  exceed  the number of shares of
Common Stock that the Company can issue without  stockholder  approval under the
Nasdaq  rules,  the Company will instead pay the cash  equivalent of the Penalty
Shares based on the average  trading price on the three last days of the related
30-day penalty period.

      The Purchase Agreement includes standard representations and warranties by
the Company for a transaction  of this type,  which in general  require that the
business,  financial  condition and results of operations of the Company conform
with the descriptions and financial statements included in the Company's reports
and other documents filed with the SEC.

      In the Private Placement the Investors received no securities or rights to
acquire  securities,  other than the  Shares  and the right to  receive  Penalty
Shares if the  Company  fails to satisfy  the  registration  obligations  in the
Purchase Agreements.  No warrants or convertible securities were included in the
Private Placement.


Item 7.  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c)  Exhibits.  The  following  is a list of  exhibits  filed  as a part of this

    Exhibit Number            Description
    --------------            -----------

         10.96      Form of Stock Purchase Agreement dated June 11, 2003

         99.1       Press Release dated June 12, 2003.

Item 9.  Regulation FD Disclosure

      On June 12, 2003, STAAR Surgical Company issued a press release announcing
the signing of the  Purchase  Agreements.  A copy is attached as Exhibit 99.1 to
this report and is incorporated herein by this reference.



      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.

                                         STAAR SURGICAL COMPANY

Date: June 13, 2003                      By:  /s/ John Bily
                                              John Bily
                                              Chief Financial Officer