MedicalCV (MCVI) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on April 29, 2005

Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

MedicalCV, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	41-1717208
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
9725 South Robert Trail
Inver Grove Heights, Minnesota 55077
(Address, including Zip Code, of Principal Executive Offices)
MEDICALCV, INC. 2001 EQUITY INCENTIVE PLAN
(Full Title of the Plan)

MARC P. FLORES	Copies to:
President and Chief Executive Officer	AVRON L. GORDON, ESQ.
MedicalCV, Inc.	BRETT D. ANDERSON, ESQ.
9725 South Robert Trail	Briggs and Morgan, P.A.
Inver Grove Heights, Minnesota 55077	2200 IDS Center
(651) 452-3000	80 South Eighth Street
(Name, address, including zip code,	Minneapolis, Minnesota 55402
and telephone number, including	(612) 977-8400 (phone)
area code, of Agent for Service)	(612) 977-8650 (fax)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
MedicalCV, Inc. 2001 Equity Incentive Plan Common stock (par value $0.01 per share)	655,406	$	0.88	$	576,757.28	$	67.88

(1)This registration statement also covers any additional shares of common stock which become issuable under the MedicalCV, Inc. 2001 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock.

(2)Estimated solely for the purpose of calculating the registration fee under Rule 457(h) of the Securities Act and based upon the average of the bid and asked price for one share of the Company’s common stock on April 22, 2005, as reported by the OTC Bulletin Board.

REGISTRATION OF ADDITIONAL SHARES

This Registration Statement is being filed by MedicalCV, Inc. (the “Company”) pursuant to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, to register an additional 655,406 shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”), which will be issued pursuant to the Company’s 2001 Equity Incentive Plan (the “Plan”).  A total of 1,049,068 shares of Common stock issuable under the Plan have been previously registered pursuant to the Company’s Form S-8 Registration Statements filed with the SEC on December 18, 2001 (File No. 333-75344), July 31, 2002 (File No. 333-97435) and August 29, 2003 (File No. 333-108373), and the information contained therein is hereby incorporated by reference.

The Company’s financial printer inadvertently filed a Form S-8 Registration Statement with the SEC on November 12, 2004 (File No. 333-120437) without the authorization of the Company.  This Registration Statement covers 279,827 shares that would have been registered thereby had such filing been made with the Company’s authorization.  This Registration Statement also covers an additional 375,579 shares that automatically became eligible for issuance under the 2001 Equity Incentive Plan on January 1, 2005.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to documents we file with the SEC.  The information incorporated by reference is considered to be part of this registration statement.  Information that we file later with the SEC will automatically update and supersede this information.  We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the shares covered by this registration statement have been sold or deregistered:

•Annual Report on Form 10-KSB for the fiscal year ended April 30, 2004;

•Quarterly Reports on Form 10-QSB for the fiscal quarters ended July 31, 2004, October 31, 2004, and January 31, 2005;

•Current Reports on Form 8-K filed on September 2, 2004, September 23, 2004, November 23, 2004, December 7, 2004, January 6, 2005, January 14, 2005, February 4, 2005, February 10, 2005, February 23, 2005, March 9, 2005, March 25, 2005, April 4, 2005, April 5, 2005, April 14, 2005, and April 28, 2005;

•Description of our common stock contained in our Registration Statement on Form 8-A (File No. 000-33295) filed on October 31, 2001, as the same may be amended from time to time; and

•Definitive Schedule 14A (Proxy Statement) filed on September 10, 2004.

Item 8.Exhibits.

See “Exhibit Index.”

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Inver Grove Heights, State of Minnesota, on the 29^th day of April, 2005.

MedicalCV, Inc.
By	/s/ Marc P. Flores
	Marc P. Flores
	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Marc P. Flores and John H. Jungbauer, each or either of them, such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.\

Signature	Title	Date
/s/ Marc P. Flores	President, Chief Executive Officer and	April 29, 2005
Marc P. Flores	Director (Principal Executive Officer)
	Vice President, Finance and Chief Financial
/s/ John H. Jungbauer	Officer (Principal Accounting Officer and	April 29, 2005
John H. Jungbauer	Principal Financial Officer)
/s/ Lawrence L. Horsch	Chairman of the Board	April 29, 2005
Lawrence L. Horsch
/s/ Susan L. Critzer	Director	April 29, 2005
Susan L. Critzer
/s/ David B. Kaysen	Director	April 29, 2005
David B. Kaysen
/s/ Paul K. Miller	Director	April 29, 2005
Paul K. Miller

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EXHIBIT INDEX

Exhibit
Number	Description
4.1	Restated Articles of Incorporation of the Registrant (incorporated by reference to Post-Effective Amendment No. 2 to our Registration Statement on Form SB-2, filed on April 29, 2005 (File No. 333-116394)).
4.2	Bylaws of the Registrant (incorporated by reference to our Registration Statement on Form SB-2, filed on August 31, 2001 (File No. 333-68884)).
4.3	Specimen common stock certificate (incorporated by reference to our Registration Statement on Form SB-2, filed on August 31, 2001 (File No. 333-68884)).
5	Legal Opinion of Briggs and Morgan, P.A.
23.1	Consent of Briggs and Morgan, P.A. (included in Exhibit 5).
23.2	Consent of Independent Registered Public Accounting Firm.
24	Powers of Attorney (included on Signature page).

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