As filed with the Securities and Exchange Commission on July 14, 2004
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KENSEY NASH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3316412
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
MARSH CREEK CORPORATE CENTER, 55 EAST UWCHLAN AVENUE,
EXTON, PENNSYLVANIA 19341
(Address of principal executive offices) (Zip Code)
__________________________
FOURTH AMENDED AND RESTATED
KENSEY NASH CORPORATION
EMPLOYEE INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
Joseph W. Kaufmann
Chief Executive Officer
Kensey Nash Corporation
Marsh Creek Corporate Center, 55 East Uwchlan Avenue
Exton, Pennsylvania 19341
(Name and address of agent for service)
(610) 524-0188
(Telephone number, including area code, of agent for service)
Copies to:
David R. Shevitz, Esq.
Katten Muchin Zavis Rosenman
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 902-5200
___________________
CALCULATION OF REGISTRATION FEE
==================================== ====================== ========================= ========================== ==================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Price Amount of
to be Registered Registered (1) Share (2) (2) Registration Fee
- ------------------------------------ ---------------------- ------------------------- -------------------------- ------------------
Common Stock, $0.001 par value 850,000 $32.84 $27,914,000 $3,536.70
==================================== ====================== ========================= ========================== ==================
(1) Pursuant to 416(a), the registration statement also covers an indeterminate
number of additional shares of Common Stock which may be issued under the
adjustment provisions of the Kensey Nash Corporation Employee Incentive
Compensation Plan.
(2) Based upon the average of the high and low prices per share of Common Stock
of Kensey Nash Corporation, on July 7, 2004, as reported by the NASDAQ National
Market; these amounts are used solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
Introduction
This Registration Statement on Form S-8 (the "Registration Statement")
registers additional securities of the same class as other securities for which
registration statements on Form S-8 relating to the Kensey Nash Corporation
Employee Incentive Compensation Plan are effective. In accordance with General
Instruction E to Form S-8, Kensey Nash Corporation (the "Company") incorporates
by reference the contents of the Company's registration statement on Form S-8,
Registration File No. 333-04093, filed with the Securities and Exchange
Commission (the "Commission") on May 20, 1996, the Company's registration
statement on Form S-8, Registration File No. 333-22993, filed with the
Commission on March 7, 1997, and the Company's registration statement on Form
S-8, Registration File No. 333-71050, filed with the Commission on October 5,
2001.
PART II
Information Required in the Registration Statement
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
4.2 Fourth Amended and Restated Kensey Nash Corporation Employee
Incentive Compensation Plan.
5.1 Opinion of Katten Muchin Zavis Rosenman, the legal counsel to
the Company.
23.1 Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm.
23.2 Consent of Katten Muchin Zavis Rosenman (included in Exhibit
5.1).
24.1 Power of Attorney (included in the signature pages hereto).
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Exton, State of Pennsylvania, on this 14th day of
July 2004.
KENSEY NASH CORPORATION
/s/ Joseph W. Kaufmann
----------------------
By: Joseph W. Kaufmann
Chief Executive Officer, President, Secretary and Director
(Principal Executive Officer)
By: /s/ Wendy F. DiCicco, CPA
-------------------------
Wendy F. DiCicco, CPA
Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints
Joseph W. Kaufmann and Douglas G. Evans, P.E., and each of them severally,
acting alone and without the other, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, to sign on his or her behalf,
individually and in each capacity stated below, all amendments and
post-effective amendments to this registration statement on Form S-8 and to file
the same, with all exhibits thereto and any other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, granting unto said attorneys-in-fact and agents 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 and to all intents and purposes
as each might or could do in person, hereby ratifying and confirming each act
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.
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 dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Joseph W. Kaufmann Chief Executive Officer, July 14, 2004
- ---------------------------- President,Secretary and Director
Joseph W. Kaufmann
/s/ John E. Nash, P.E. Vice President of July 14, 2004
- ---------------------------- New Technologies and Director
John E. Nash, P.E.
/s/ Douglas G. Evans, P.E. Chief Operating Officer, July 14, 2004
- ---------------------------- Assistant Secretary and Director
Douglas G. Evans, P.E.
/s/ Wendy F. DiCicco, CPA Chief Financial Officer July 14, 2004
- ----------------------------
Wendy F. DiCicco, CPA
/s/ Robert J. Bobb Director July 14, 2004
- ----------------------------
Robert J. Bobb
(Signatures continue on following page.)
/s/ Harold N. Chefitz Director July 14, 2004
- ----------------------------
Harold N. Chefitz
Director July 14, 2004
- ----------------------------
Walter R. Maupay, Jr.
Director July 14, 2004
- ----------------------------
C. McCollister Evarts, M.D.
/s/ Steven J. Lee Director July 14, 2004
- ----------------------------
Steven J. Lee
/s/ Kim D. Rosenberg Director July 14, 2004
- ----------------------------
Kim D. Rosenberg
EXHIBIT INDEX
-------------
Exhibit Number Exhibit
- -------------- -------
4.2 Fourth Amended and Restated Kensey Nash Corporation Employee
Incentive Compensation Plan.
5.1 Opinion of Katten Muchin Zavis Rosenman, the legal counsel
to the Company.
23.1 Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm.
23.2 Consent of Katten Muchin Zavis Rosenman (included in Exhibit
5.1).
24.1 Power of Attorney (included in the signature pages hereto).