S-8
Table of Contents

 
 
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 Jurisdiction
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)
    161,500 shares       $6.50         $1,049,750.00         $58.58    
 
(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 April 29, 2009.
 
 

 


TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-23.1
EX.23.2
EX-99.1


Table of Contents

     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 Statement on Form S-8, Reg. No. 333-135954 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 May 5, 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 and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, 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)
  May 5, 2009
 
       
/s/ Laurence L. Betterley
 
Laurence L. Betterley
  Chief Financial Officer 
(principal financial and accounting officer)
  May 5, 2009
 
       
/s/ Edward Brown
 
Edward Brown
   Director   May 5, 2009
 
       
/s/ Brent G. Blackey
 
Brent G. Blackey
   Director   May 5, 2009
 
       
/s/ John H. Friedman
 
John H. Friedman
   Director   May 5, 2009
 
       
/s/ Geoffrey O. Hartzler
 
Geoffrey O. Hartzler
   Director   May 5, 2009
 
       
/s/ Roger J. Howe
 
Roger J. Howe
  Director   May 5, 2009

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Table of Contents

         
Signature   Title   Date
 
       
/s/ Augustine Lawlor
 
Augustine Lawlor
   Director   May 5, 2009
 
       
/s/ Glen D. Nelson
 
Glen D. Nelson
   Director   May 5, 2009
 
       
/s/ Gary M. Petrucci
 
Gary M. Petrucci
   Director   May 5, 2009

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Table of Contents

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)
 
   
99.1
  Amended and Restated 2006 Employee Stock Purchase Plan