Mail Stop 0306
April 29, 2005
Via U.S. Mail
Mr. John Bily
Chief Financial Officer
1911 Walker Avenue
Monrovia, California 91016
RE: Staar Surgical Company
Form 10-K for the year ended December 31, 2004
File No. 0-11634
Dear Mr. Bily:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your filing
in
response to these comments. If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary. Please be as detailed as necessary in your
explanation.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K as of December 31, 2004
Item 9A. Controls and Procedures - Page 37
1. We note your disclosure that management believes that your
disclosure controls and procedures are effective "in making known
to
them material information relating to the Company (including its
consolidated subsidiaries) required to be included in this
report."
It does not appear that your certifying officers have reached a
conclusion (i.e., concluded) that your disclosure controls and
procedures are effective. Please revise to address your officers`
conclusions regarding the effectiveness of your disclosure
controls
and procedures. In addition, please note that the definition of
disclosure controls and procedures is included in Rule 13a-15(e)
of
the Exchange Act. However, if you wish to include the definition
following your conclusion, please ensure the definition is
consistent
with the definition included in Rule 13a-15(e) of the Exchange
Act.
2. We note your statement that a "control system, no matter how
well
designed and operated, can provide only reasonable, not absolute,
assurance that the control system`s objectives will be met."
Please
revise to state clearly, if true, that your disclosure controls
and
procedures are designed to provide reasonable assurance of
achieving
their objectives and that your principal executive officer and
principal financial officer concluded that your disclosure
controls
and procedures are effective at that reasonable assurance level.
In
the alternative, remove the reference to the level of assurance of
your disclosure controls and procedures. Please refer to Section
II.F.4 of Management`s Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.
3. We note your statement that "[t]here was no change during the
fiscal quarter ended December 31, 2004, known to the Chief
Executive
Officer or the Chief Financial Officer..." [emphasis added] Please
revise the language used in your disclosure concerning changes in
your internal control over financial reporting to indicate whether
there was any change to your internal control over financial
reporting that has materially affected, or that is reasonably
likely
to materially affect, your internal control over financial
reporting,
consistent with the language used in amended Item 308(c) of
Regulation S-K.
* * * *
Please amend your 10-K and responsd to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-2861 if you have questions regarding
comments
on the financial statements and related matters. In this regard,
do
not hesitate to contact Michele Gohlke, Accounting Branch Chief,
at
(202) 942-7903.
Sincerely,
Kate Tillan
Assistant Chief Accountant
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Mr. John Bily
Chief Financial Officer
Staar Surgical Company
April 29, 2005
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