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.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨		Smaller Reporting Company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock, par value $0.001 per share (Reserved for Future Sales)		180,000 shares		$21.25		$3,825,000		$521.73

 

(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 Registrant’s Common Stock on July 5, 2013, as quoted on the Nasdaq Global Market.

 

 

 

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STATEMENT OF INCORPORATION BY REFERENCE

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, as amended. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to such instruction, the contents of the Registration Statements on Form S-8, Reg. Nos. 333-135954, 333-158987, 333-160610, 333-168684, 333-175702 and 333-182669 are incorporated herein by reference, except for, in each case, Item 8, Exhibits.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

5.1		Opinion of Fredrikson & Byron, P.A.
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
99.1*		Amended and Restated 2006 Employee Stock Purchase Plan

 

*	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.

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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 9, 2013.

 

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 date indicated.

 

Signature		Title		Date
*		President, Chief Executive Officer and Director (principal executive officer)		July 9, 2013
David L. Martin
/s/ Laurence L. Betterley		Chief Financial Officer (principal financial and accounting officer)		July 9, 2013
Laurence L. Betterley
*		Director		July 9, 2013
Edward Brown
*		Director		July 9, 2013
Brent G. Blackey
*		Director		July 9, 2013
John H. Friedman
*		Director		July 9, 2013
Augustine Lawlor
*		Director		July 9, 2013
Glen D. Nelson
*		Director		July 9, 2013
Leslie Trigg
/s/ Scott Bartos		Director		July 9, 2013
Scott Bartos

 

* By:		/s/ Laurence L. Betterley
		Laurence L. Betterley, as attorney-in-fact

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
5.1		Opinion of Fredrikson & Byron, P.A.
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
99.1*		Amended and Restated 2006 Employee Stock Purchase Plan

 

*	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.