Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):   April 8, 2013


STAAR Surgical Company


(Exact name of registrant as specified in its charter)


Delaware 0-11634 95-3797439
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1911 Walker Ave, Monrovia, California   91016
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code:   626-303-7902


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:


¨ 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 2.02 Results of Operations and Financial Condition

On April 8, 2013, STAAR Surgical Company issued a News Release announcing its preliminary financial results for first quarter 2013. A copy of the News Release is furnished as Exhibit 99.1 to this current report.

Item 8.01 Other Events

On March, 26, 2013, STAAR Surgical Company (the “Company”) filed a proxy statement (the “Proxy Statement”) for its 2013 annual meeting of stockholders (the “Annual Meeting”) to be held on May 13, 2013.  The Proxy Statement included a proposal to approve the amendment and restatement of the Company’s 2003 Omnibus Equity Incentive Plan to increase the number of shares of common stock available for issuance under that plan by 1,250,000 shares as well as additional revisions as described in Proposal No. 2 in the Proxy Statement.

The Company hereby supplements the information contained in its Proxy Statement by providing an evaluation of the weighted average of the contractual life of outstanding options, warrants and rights. The table below summarizes the additional disclosure about the outstanding options and shares of common stock that remain available for issuance under the Company’s equity compensation plan as of March 15, 2013 (the record date).

Plan Category  Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
       Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights ($)
   Weighted Average
Contractual Life
of Outstanding
Options, Warrants
and Rights (years)
   Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
(excluding securities
reflected in column (a))
Equity Compensation Plans Approved by Stockholders   3,957,613(2)      5.64    6.41    274,035 

(1) As of March 15, 2013, the Company also had 309,500 shares of outstanding restricted stock which are not reflected in the table because they are treated as issued and outstanding and will not have additional dilutive impact on the Company when the awards vest.


(2) Consists of 3,831,613 option awards and 126,000 restricted stock unit awards.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


Exhibit No. Description
 99.1 News Release, dated April 8, 2013, announcing STAAR Surgical Company's preliminary financial results for first quarter 2013.







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 
April 8, 2013 By: /s/ Barry G. Caldwell
    Barry G. Caldwell
    President and Chief Executive Officer