American Medical Systems (AMMD) 8-K American Medical Systems Reports Global Revenue Growth of 26 Percent for 2005

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):
February 16, 2006

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 000 – 30733
(Commission File Number) 41-1978822
(I.R.S. Employer
Identification Number)

10700 Bren Road West
Minnetonka, Minnesota	55343
(Address of principal executive offices)	(Zip Code)

(952) 930-6000
(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

Press Release

Item 2.02. Results of Operations and Financial Condition.

On February 16, 2006, the Company issued a press release announcing results for its fourth quarter and full year of fiscal year 2005. Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated February 16, 2006, announcing the Company’s results of operations.

The press release includes financial measures that are not calculated in accordance with GAAP, consisting of non-GAAP operating income, non-GAAP effective tax rate, non-GAAP net-income, non-GAAP diluted shares and non-GAAP net income per share, adjusted to account for the fact that non-cash impairment charges and in-process research and development charges are not representative of ongoing operating performance and are not deductible for tax purposes. These charges result from facts and circumstances that vary in frequency and/or impact on operations. Management uses these non-GAAP measures to evaluate the Company’s operating and financial performance and for planning purposes. Management also uses these non-GAAP measures to compare performance from period to period on a consistent basis. Management believes that this information is useful to investors so that they can evaluate the Company’s operating and financial performance using the same measures that management uses and can compare the Company’s performance from period to period on a consistent basis. Reliance on these non-GAAP measures could limit investors’ ability to compare the Company’s operating and financial performance with the performance of other companies. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures in accordance with GAAP. Pursuant to Regulation G, the Company has included in the press release a schedule reconciling these non-GAAP financial measures to most directly comparable GAAP financial measures.

The press release also includes the Company’s projected 2006 earnings per share on a non-GAAP basis before the impact of stock-based compensation expensing under FAS 123(R). Management uses this non-GAAP measure to compare projected 2006 earnings to the prior year’s performance on a consistent basis. Management believes this non-GAAP projected earnings is particularly relevant for 2006 because FAS 123(R) was implemented effective January 1, 2006. Management believes that this information is useful to investors so that they also can compare projected 2006 earnings to past performance on a consistent basis. Reliance on the non-GAAP measure could limit investors’ ability to compare the Company’s 2006 performance to the performance of other companies. Investors should consider the non-GAAP measure in addition to, and not as a substitute for, financial performance measures in accordance with GAAP. Pursuant to Regulation G, the Company has included in the press release a schedule reconciling projected 2006 earnings per share calculated on a non-GAAP basis to projected 2006 earnings per share calculated on a non-GAAP basis.

The information contained in this report and the exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	Not Applicable.
(b)	Pro Forma Financial Information.
	Not Applicable.
(c)	Exhibits.

Exhibit No.		Description
	99.1	Press Release dated February 16, 2006 (included herewith).

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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.

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
By:	/s/ Carmen L. Diersen
	Carmen L. Diersen
	Executive Vice President and Chief Financial Officer

Dated: February 16, 2006

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 16, 2006 (included herewith).

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