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 2007 Equity Incentive 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 awards and issuable upon exercise of awards granted under the Amended and Restated 2007 Equity Incentive Plan

705,695

$8.04

$5,673,788

$317

 

 

     The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Amended and Restated 2007 Equity Incentive Plan. The contents of the Registration Statement on Form S-8, Reg. No. 333-158755 are incorporated herein by reference.

     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.

     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 2007 Equity Incentive 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 2007 Equity Incentive 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

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

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)