Delaware | 41-1698056 | |
(State or Other Juris- | (I.R.S. Employer | |
diction of Incorporation | Identification Number) | |
or Organization) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company þ |
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
|
151,485 shares | $ | 4.68 | $ | 708,950 | $ | 51 | |||||||||||||||
(Reserved for Future Sales)
|
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(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) and Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrants Common Stock on August 2, 2010, as quoted on the Nasdaq Global Market. |
1. | Annual Report on Form 10-K for the fiscal year ended June 30, 2009, filed with the Commission by the Registrant on September 29, 2009, as amended by the Registrants Annual Report on Form 10-K/A filed with the Commission on October 28, 2009. | ||
2. | All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) since June 30, 2009. | ||
3. | The description of the Registrants common stock set forth in the registration statement on Form 8-A filed with the Commission on June 26, 2006, including any amendments or reports filed for the purpose of updating such information. |
-1-
5.1
|
Opinion of Fredrikson & Byron, P.A. | |
|
||
23.1
|
Consent of PricewaterhouseCoopers LLP | |
|
||
23.2
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Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1) | |
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||
24.1*
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Power of Attorney | |
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||
99.1**
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Amended and Restated 2006 Employee Stock Purchase Plan |
* | Included in signature page of the Registration Statement on Form S-8 previously filed by Cardiovascular Systems, Inc (File No. 333-160610) with the SEC on July 16, 2009. | |
** | Previously filed with the SEC as Exhibit 99.1 to and incorporated herein by reference from the Registration Statement on Form S-8 filed by Cardiovascular Systems, Inc. (File No. 333-158987) on May 5, 2009. |
-2-
CARDIOVASCULAR SYSTEMS, INC.
By:
/s/ David L. Martin
David L. Martin
President and Chief Executive Officer
Signature
Title
Date
President, Chief Executive Officer and Director
August 9, 2010
(principal executive officer)
Chief Financial Officer
August 9, 2010
(principal financial and accounting officer)
Director
August 9, 2010
Director
August 9, 2010
Director
August 9, 2010
Director
August 9, 2010
Director
August 9, 2010
Director
August 9, 2010
Director
August 9, 2010
/s/ Laurence L. Betterley
* By Laurence L. Betterley,
Attorney-in-Fact
Exhibit
Number
Exhibit Description
Opinion of Fredrikson & Byron, P.A.
Consent of PricewaterhouseCoopers LLP
Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
Power of Attorney
Amended and Restated 2006 Employee Stock Purchase Plan
*
Included in signature page of the Registration Statement on Form S-8 previously filed by
Cardiovascular Systems, Inc (File No. 333-160610) with the SEC on July 16, 2009.
**
Previously filed with the SEC as Exhibit 99.1 to and incorporated herein by reference from the
Registration Statement on Form S-8 filed by Cardiovascular Systems, Inc. (File No. 333-158987) on
May 5, 2009.
Very truly yours,
Fredrikson & Byron, P.A. |
||||
By: | /s/ Alexander Rosenstein | |||
Alexander Rosenstein, Vice President | ||||