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 11, 2011

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))

 

 

Section 5 — Corporate Governance and Management

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Compensation

     On February 11, 2011, the Board of Directors of American Medical Systems Holdings, Inc. ratified the Compensation Committee’s recommended 2011 Executive Variable Incentive Performance Awards Plan (“2011 EVIP”) and the target bonuses under the 2011 EVIP, for each of its executive officers, including its principal executive officer, principal financial officer and each of the company’s other “named executive officers” (as defined in Regulation S-K Item 402(a)(3)) who were identified in its proxy statement for its 2010 annual meeting and are currently employed by the company.

     The 2011 EVIP provides for payment of a bonus based on achievement of net sales, net income and cash flow objectives in the 2011 operating plan approved by the Board. The total bonus is weighted 40% for achieving the net sales objective, 30% for achieving the net income objective and 30% for achieving the cash flow objective. The bonus payable under the plan is pro-rated for achievement above the minimum threshold and increases with percentage achievement relative to the objectives, and 100% of the target bonus will be paid at 100% achievement of the plan objectives. The maximum bonus payable under the plan will be 200% of the target bonus at 110% achievement of the net sales and net income objectives and 115% achievement of the cash flow objective. Bonuses for achieving the net sales and net income objectives will be paid beginning at 95% achievement of the net sales objective and 90.1% achievement of the net income objective, respectively. Bonuses for achieving these objectives will be determined and paid quarterly. Bonuses for achieving the cash flow objective will be paid beginning at 85.1% achievement of the cash flow objective, and bonuses for achieving this objective will be determined and paid annually. The target bonus under the 2011 EVIP, expressed as a percentage of base salary, for the company’s named executive officers are as follows: Anthony P. Bihl III, President and Chief Executive Officer (100%); Mark A. Heggestad, Executive Vice President and Chief Financial Officer (60%); Maximillian D. Fiore, Senior Vice President and Chief Technology Officer (40%); Joe W. Martin, Senior Vice President and General Manager of BPH Therapy (50%); and Randall R. Ross, Senior Vice President of Human Resources (40%). The foregoing description of the 2011 EVIP is qualified in its entirety by reference to the complete text of the 2011 Executive Variable Incentive Performance Awards Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated into this report by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01.		Financial Statements and Exhibits.

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

Exhibit No.				Description
	10.1			2011 Executive Variable Incentive Performance Awards Plan (filed herewith)

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 thereunto duly authorized.

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.				Description
	10.1			2011 Executive Variable Incentive Performance Awards Plan (filed herewith)