content: 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 14, 2005
  
                                VISION-SCIENCES, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
  
             DELAWARE                   0-20970                     13-3430173
  (State or other jurisdiction      (Commission File Number)     (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                                  9 STRATHMORE ROAD
                             NATICK, MASSACHUSETTS 01760
            (Address, including zip code, of Principal Executive Offices)
         Registrant's telephone number, including area code: (508) 650-9971
  
  
  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))
  
  
  <PAGE>
  
  
  ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES.
  
  On February 14, 2005, Vision-Sciences, Inc. (the "Company") entered into a
  Securities Purchase Agreement (the "Agreement") pursuant to which, the Company
  issued in a private equity placement an aggregate of 3,703,702 shares of Common
  Stock at a price of $2.70 per share, raising gross proceeds to the Company of
  approximately $10,000,000. Two financial investors, independent of the Company,
  acquired approximately $8,000,000 of the common stock sold, and two significant
  shareholders/directors acquired the remaining shares sold. In addition, as part
  of the transaction, the Company issued warrants to purchase an additional
  1,103,704 shares of Common Stock to the investors and to the placement agent,
  Rodman & Renshaw LLC. The warrants will be exercisable immediately over five
  years at a price of $3.75 per share. The Company will receive all the proceeds
  in exchange for newly issued shares of Common Stock, net of a placement fee of
  approximately $480,000. The Company has not agreed to file any registration
  statement covering the resale of any of the Common Stock or Warrants acquired by
  the investors in the transaction.
  
  A copy of the Company's press release is attached to this report as Exhibit 99.1
  and incorporated by reference.
  
  ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
  
  
  (c) Exhibits
  
        EXHIBIT NO.                               DESCRIPTION
        ------------------   ------------------------------------------------
        99.1                 Press Release issued by Vision Sciences, Inc.
                             on February 14, 2005
        10.1                 Securities Purchase Agreement dated as of
                             February 14, 2005
        10.2                 Form of Warrant
  
                                          2
  
  <PAGE>
  
  
  
                                     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.
  
  
  
                                         VISION-SCIENCES, INC.
  
  
  Date: February 16, 2005                By: /s/James A. Tracy
                                             -----------------------
                                             James A. Tracy
                                             Vice President Finance and Chief
                                             Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e8kvisionsciences.txt", "secsgml_size_bytes": 4074}]
metadata_filer: {"company-data": {"conformed-name": "VISION SCIENCES INC /DE/", "cik": "0000894237", "assigned-sic": "3845", "irs-number": "133430173", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20970", "film-number": "05621647"}, "business-address": {"street1": "9 STRATHMORE ROAD", "city": "NATICK", "state": "MA", "zip": "01760", "phone": "5086509971"}}
text: 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 14, 2005
  
                                VISION-SCIENCES, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
             DELAWARE                   0-20970                     13-3430173
  (State or other jurisdiction      (Commission File Number)     (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                                  9 STRATHMORE ROAD
                             NATICK, MASSACHUSETTS 01760
            (Address, including zip code, of Principal Executive Offices)
         Registrant's telephone number, including area code: (508) 650-9971
  
  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 3.02     UNREGISTERED SALES OF EQUITY SECURITIES.
  
  On February 14, 2005, Vision-Sciences, Inc. (the "Company") entered into a
  Securities Purchase Agreement (the "Agreement") pursuant to which, the Company
  issued in a private equity placement an aggregate of 3,703,702 shares of Common
  Stock at a price of $2.70 per share, raising gross proceeds to the Company of
  approximately $10,000,000. Two financial investors, independent of the Company,
  acquired approximately $8,000,000 of the common stock sold, and two significant
  shareholders/directors acquired the remaining shares sold. In addition, as part
  of the transaction, the Company issued warrants to purchase an additional
  1,103,704 shares of Common Stock to the investors and to the placement agent,
  Rodman & Renshaw LLC. The warrants will be exercisable immediately over five
  years at a price of $3.75 per share. The Company will receive all the proceeds
  in exchange for newly issued shares of Common Stock, net of a placement fee of
  approximately $480,000. The Company has not agreed to file any registration
  statement covering the resale of any of the Common Stock or Warrants acquired by
  the investors in the transaction.
  
  A copy of the Company's press release is attached to this report as Exhibit 99.1
  and incorporated by reference.
  
  ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c) Exhibits
  
        EXHIBIT NO.                               DESCRIPTION
        ------------------   ------------------------------------------------
        99.1                 Press Release issued by Vision Sciences, Inc.
                             on February 14, 2005
        10.1                 Securities Purchase Agreement dated as of
                             February 14, 2005
        10.2                 Form of Warrant
  
                                          2
  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.
  
                                         VISION-SCIENCES, INC.
  
  Date: February 16, 2005                By: /s/James A. Tracy
                                             -----------------------
                                             James A. Tracy
                                             Vice President Finance and Chief
                                             Financial Officer