0001181431-12-038053.txt : 20120626 0001181431-12-038053.hdr.sgml : 20120626 20120626184910 ACCESSION NUMBER: 0001181431-12-038053 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120622 FILED AS OF DATE: 20120626 DATE AS OF CHANGE: 20120626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NASH JOHN E CENTRAL INDEX KEY: 0001008206 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34388 FILM NUMBER: 12928175 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 4 1 rrd349658.xml FORM 4 X0305 4 2012-06-22 0 0001002811 KENSEY NASH CORP KNSY 0001008206 NASH JOHN E C/O 735 PENNSYLVANIA DRIVE EXTON PA 19341 0 1 0 0 VP New Technologies Stock Appreciation Right 25.64 2012-06-22 4 D 0 10000 12.86 D 2018-09-20 Common Stock 10000 0 D Employee Stock Option (right to buy) 27.80 2012-06-22 4 D 0 5000 10.70 D 2014-08-24 Common Stock 5000 0 D Employee Stock Option (right to buy) 28.02 2012-06-22 4 D 0 3500 10.02 D 2017-10-23 Common Stock 3500 0 D Employee Stock Option (right to buy) 32.28 2012-06-22 4 D 0 7500 6.22 D 2018-09-22 Common Stock 7500 0 D Employee Stock Option (right to buy) 28.48 2012-06-22 4 D 0 9100 10.02 D 2019-09-22 Common Stock 9100 0 D Employee Stock Option (right to buy) 28.98 2012-06-22 4 D 0 10000 9.52 D 2020-09-20 Common Stock 10000 0 D This stock appreciation right was cancelled pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of May 2, 2012 (the "Merger Agreement"), among Koninklijke DSM N.V., Merger Sub and Kensey Nash Corporation (the "Company"), in exchange for a cash payment equal to the product of (A) the excess of the $38.50 consideration payable in the merger for each share of the Company's common stock over the base price per share of such stock appreciation right, multiplied by (B) the number of shares of the Company's common stock subject to such stock appreciation right. This option was cancelled pursuant to the merger contemplated by the Merger Agreement in exchange for a cash payment equal to the product of (A) the excess of the $38.50 consideration payable in the merger for each share of the Company's common stock over the exercise price per share of the option, multiplied by (B) the number of shares of the Company's common stock subject to such option. /s/ Amy H. Wetzel Attorney In Fact 2012-06-26 EX-24. 2 rrd313761_354244.htm POWER OF ATTORNEY rrd313761_354244.html 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Joseph Kaufmann, Doug Evans and Amy Wetzel, signing singly, the
undersigned's true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Kensey Nash Corporation (the
"Company"), Forms 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 4 or
5, complete and execute any amendment or amendments thereto, and file such Form
with the United States Securities and Exchange Commission and any stock exchange
or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 and 5 with respect to the
undersigned's holdings of, and transactions in, Company securities, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of December 2008.

                    Signature   /s/ John E. Nash
                                ----------------------------

                    Print Name  John E. Nash
                                ----------------------------