Cardiovascular Systems Inc (Form: S-8, Received: 07/16/2009 14:28:23)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under the Securities Act of 1933

CARDIOVASCULAR SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		41-1698056

(State or Other Juris- diction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

651 Campus Drive
St. Paul, Minnesota 55112-3495
(Address of Principal Executive Office and Zip Code)

Cardiovascular Systems, Inc. Amended and Restated 2006 Employee Stock Purchase Plan
(Full Title of the Plan)

Laurence L. Betterley
Chief Financial Officer
Cardiovascular Systems, Inc.
651 Campus Drive
St. Paul, Minnesota 55112-3495
(651) 259-1600
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Robert K. Ranum, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Fax: (612) 492-7077

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

Proposed

Proposed Maximum

Maximum

Title of Securities

Amount to be

Offering Price

Aggregate

Amount of

to be Registered

Registered(1)

Per Share(2)

Offering Price(2)

Registration Fee

Common Stock, par value $0.001 per share

(Reserved for Future Sales)

141,139 shares

$8.04

$1,134,758

$64


(1)		In addition, pursuant to Rule 416 under the Securities Act of 1933, there is also being registered hereunder an indeterminate number of shares of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to antidilution provisions of the plan.

(2)		Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock on July 10, 2009.

The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Amended and Restated 2006 Employee Stock Purchase Plan. The contents of the Registration Statements on Form S-8, Reg. Nos. 333-135954 and 333-158987 are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 St. Paul, State of Minnesota, on July 16, 2009.


	CARDIOVASCULAR SYSTEMS, INC.
	By	/s/ Laurence L. Betterley
		Laurence L. Betterley
		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Each of the undersigned constitutes and appoints David L. Martin and Laurence L. Betterley his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Cardiovascular Systems, Inc. relating to the Company’s Amended and Restated 2006 Employee Stock Purchase Plan, any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and any or all future Form S-8 Registration Statements filed for the purpose of registering additional shares resulting from share increases under the Company’s Amended and Restated 2006 Employee Stock Purchase Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date listed below.


Signature	Title	Date

/s/ David L. Martin David L. Martin	President, Chief Executive Officer and Director (principal executive officer)	July 16, 2009

/s/ Laurence L. Betterley Laurence L. Betterley	Chief Financial Officer (principal financial and accounting officer)	July 16, 2009

Edward Brown	Director

/s/ Brent G. Blackey Brent G. Blackey	Director	July 16, 2009

/s/ John H. Friedman John H. Friedman	Director	July 16, 2009

/s/ Geoffrey O. Hartzler Geoffrey O. Hartzler	Director	July 16, 2009

/s/ Roger J. Howe Roger J. Howe	Director	July 16, 2009

- 1 -


Signature	Title	Date

/s/ Augustine Lawlor Augustine Lawlor	Director	July 16, 2009

/s/ Glen D. Nelson Glen D. Nelson	Director	July 16, 2009

/s/ Gary M. Petrucci Gary M. Petrucci	Director	July 16, 2009

- 2 -

EXHIBIT INDEX


Exhibit
Number		Exhibit Description

5.1		Opinion of Fredrikson & Byron, P.A.

23.1		Consent of PricewaterhouseCoopers LLP

23.2		Consent of KPMG LLP

23.3		Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)

24.1		Power of Attorney (included on signature page)

EXHIBIT 5.1

FREDRIKSON & BYRON, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402

Telephone: (612) 492-7000
Facsimile: (612) 492-7077

July 16, 2009

Cardiovascular Systems, Inc.
651 Campus Drive
St. Paul, MN 55112

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as corporate counsel to Cardiovascular Systems, Inc. (the “Company”) in connection with the original registration by the Company on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) of 141,139 shares (the “Shares”) of Common Stock issuable pursuant to the Company’s Amended and Restated 2006 Employee Stock Purchase Plan (the “Plan”).

In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: (i) the Company’s Certificate of Incorporation, as amended; (ii) the Company’s Amended and Restated Bylaws; (iii) certain corporate resolutions adopted by the Board of Directors and stockholders of the Company pertaining to the adoption and approval of the Plan; (iv) the Plan; and (v) the Registration Statement.

Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that, upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.


	Very truly yours, Fredrikson & Byron, P.A.
	By:	/s/ Robert K. Ranum
	Its:	Vice President

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Cardiovascular Systems, Inc. (“CSI-Delaware”) of our report dated August 15, 2008, except as to Cardiovascular Systems, Inc.’s (“CSI-Minnesota”) loan and security agreement and margin loan payable as described in paragraphs 1 through 4 in Note 4 for which the date is September 12, 2008 relating to the consolidated financial statements of CSI-Minnesota, which appears in the Current Report on Form 8-K of CSI-Delaware dated February 25, 2009.

/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
July 16, 2009

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Cardiovascular Systems, Inc.:

We consent to the incorporation by reference in this registration statement on Form S-8 of Cardiovascular Systems, Inc. (formerly known as Replidyne, Inc.) of our report dated February 23, 2009, with respect to the balance sheets of Replidyne, Inc. as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity (deficit), and comprehensive income (loss), and cash flows for each of the years in the two-year period ended December 31, 2008, which report appears in the December 31, 2008 annual report on Form 10-K of Replidyne, Inc. (now known as Cardiovascular Systems, Inc.).



	/s/ KPMG LLP

Boulder, Colorado
July 16, 2009