As filed with the Securities and Exchange Commission on December 12, 2003 Registration No. 333-104644 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- STAAR SURGICAL COMPANY (Exact name of registrant as specified in its charter) ------------------- Delaware 95-3797439 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 1911 Walker Avenue Monrovia, California 91016 (Address of Principal Executive Offices) (Zip Code) 1998 STAAR SURGICAL COMPANY STOCK PLAN (Full title of the plan) --------------------------- John Bily Chief Financial Officer STAAR Surgical Company 1911 Walker Avenue Monrovia, California 91016 (Name and address of agent for service) (626) 303-7902 (Telephone number, including area code, of agent for service) Copy to: Charles S. Kaufman, Esq. Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 48th Floor Los Angeles, California 90071 (213) 620-1780 This Post-Effective Amendment No. 1 is being filed to de-register 1,998,929 shares of Common Stock of STAAR Surgical Company (the "Registrant"). These shares were originally registered under the Registration Statement on Form S-8, Registration No. 333-104644, for purchase under the 1998 STAAR Surgical Company Stock Plan. The Plan has been terminated, and all rights to purchase shares under the Plan have been exercised or have expired. The Registrant intends to carry forward the 1,998,929 deregistered shares to a new Registration Statement on Form S-8 covering a separate benefit plan of the Registrant. II-1 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monrovia, State of California, on December 12, 2003. STAAR SURGICAL COMPANY By: /s/ David Bailey ------------------------------------- David Bailey President, Chief Executive Officer, Chairman and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David Bailey President, Chief Executive December 12, 2003 ------------------------------ Officer, Chairman and David Bailey Director (Principal Executive Officer) /s/ John Bily Chief Financial Officer December 12, 2003 ------------------------------ and Chief Accounting John Bily Officer (Principal Financial and Accounting Officer) /s/ Donald Duffy Director December 12, 2003 ------------------------------ Donald Duffy /s/ Dr. Volker D. Anhaeusser Director December 12, 2003 ------------------------------ Dr. Volker D. Anhaeusser /s/ John R. Gilbert Director December 12, 2003 ------------------------------ John R. Gilbert /s/ David Morrison Director December 12, 2003 ------------------------------ David Morrison II-2