8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 18, 2010

Kensey Nash Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-34388	36-3316412
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

735 Pennsylvania Drive, Exton, Pennsylvania 19341

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (484) 713-2100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On October 20, 2010, the Board of Directors of Kensey Nash Corporation (the “Company”) approved the Company’s Eighth Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan (the “Plan”), subject to stockholder approval. On or about November 1, 2010, the Company made available a definitive proxy statement (the “Proxy Statement”) to its stockholders describing the matters to be voted on at the Company’s annual meeting of stockholders to be held on December 1, 2010 (including any adjournment or postponement thereof, the “Annual Meeting”), including approval of the Plan.

After mailing the proxy statement, the Company was informed by ISS Proxy Advisory Services that the Plan previously approved by the Company’s Board of Directors (the “Board”) had received an unfavorable voting recommendation regarding the Plan due to the fact that (i) a “Change in Control” occurs for purposes of the Plan upon stockholder approval (rather than consummation) of a reorganization, merger, consolidation, complete liquidation or dissolution of the Company, and, if applicable, approval of any government or agency, and (ii) the Company’s three-year average burn rate is above the three-year average burn rate maximum specified by ISS for the Company’s industry classification (which excess burn rate the Company attributes primarily to its stock repurchase programs). A company’s annual burn rate for its equity plan is generally calculated by dividing the total number of shares granted under the equity plan for that year by the company’s weighted average shares outstanding for that year. On November 18, 2010, the Board approved an amendment to the Plan (the “Amendment”) to address item (i) above and addressed item (ii) above by making a commitment regarding the Company’s annual burn rate, both of which are described below.

Effective as of December 1, 2010 and subject to stockholder approval of the Amendment at the Annual Meeting, the Amendment modifies the Plan’s change in control definition so that a “Change in Control” for purposes of the Plan, and with respect to a reorganization, merger, consolidation, complete liquidation or dissolution of the Company, will not occur until such a transaction is consummated. Because the Board cannot amend the Plan in a manner that impairs a recipient’s rights under a previously granted award without his or her consent, the modified change in control definition will only apply to awards granted under the Plan on or after December 1, 2010, or that cover any of the additional 300,000 shares of our common stock issuable under the Plan on or after December 1, 2010 (provided that the Company’s stockholders approve the Plan at the Annual Meeting). The Amendment does not otherwise alter the Plan, including other portions of the Plan’s change in control definition. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

In addition, the Company hereby commits that, with respect to the number of shares subject to Plan awards granted during the Company’s current fiscal year and its next two fiscal years, the Company will maintain an average annual burn rate for that period that does not exceed 4.02%, which is the average of the 2009 and 2010 burn rate maximums specified by ISS with respect to the Company’s industry classification. For purposes of calculating the number of shares granted under the Plan in a particular year, each share subject to an award other than an option or SAR will count as 2.5 shares.

Any vote “FOR” or “AGAINST” the original Plan proposal using the proxy card previously made available to the stockholders of record by the Company or the voting instruction card made available to the beneficial owners by their brokerage firm, bank, broker-dealer, trustee or nominee will be counted as a vote “FOR” or “AGAINST” the Plan as amended by the Amendment, respectively. Any stockholder of record who already voted on the Plan proposal and wishes to revoke or otherwise

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change his, her or its vote can do so by (1) sending a written notice of revocation to the Corporate Secretary, Joseph W. Kaufmann, at the Company’s principal executive offices, 735 Pennsylvania Drive, Exton, Pennsylvania 19341 (the notification must be received by the close of business on November 30, 2010), (2) voting in person at the Annual Meeting (but attendance at the Annual Meeting will not by itself revoke a proxy), or (3) submitting a new, properly signed and dated paper proxy card with a later date (which proxy card must be received before the start of the Annual Meeting).

On October 28, 2010, the Company filed the Proxy Statement with the SEC, and has filed and may file other relevant materials, in connection with approval of the Plan and the other matters set forth in the Proxy Statement. Before making any decision with respect to the approval of the Plan, stockholders of the Company are urged to read the Proxy Statement and the other relevant materials filed with the SEC because they contain important information about the Plan. The Proxy Statement and other relevant materials may be obtained free of charge at the SEC’s web site at <www.sec.gov>. In addition, stockholders of the Company may obtain free copies of the documents filed with the SEC by contacting Kensey Nash Corporation—Investor Relations, 735 Pennsylvania Drive, Exton, Pennsylvania 19341, Attention: Secretary. Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation of stockholders of the Company in connection with the approval of the Plan and the other matters set forth in the Proxy Statement, and their interests in the solicitation, is set forth in the Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1    First Amendment to the Eighth Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KENSEY NASH CORPORATION
By:	/s/ Michael Celano
Name:	Michael Celano
Its:	Chief Financial Officer

Dated: November 18, 2010

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THE

EIGHTH AMENDED AND RESTATED KENSEY NASH CORPORATION

EMPLOYEE INCENTIVE COMPENSATION PLAN

WHEREAS, the Board of Directors of Kensey Nash Corporation (the “Board”) approved the Eighth Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan (the “Plan”) on October 20, 2010, subject to stockholder approval at its annual stockholder meeting on December 1, 2010;

WHEREAS, pursuant to Section 12.1 of the Plan, the Board may amend the Plan at any time, subject to the requirements of such Section 12.1 and provided that such an amendment may not impair a grantee’s award under the Plan without his or her consent; and

WHEREAS, the Board has determined to amend the provisions of the Plan applicable upon a Change in Control (as defined in the Plan);

NOW, THEREFORE, the Plan is amended as follows:

1. Section 11.2(b) of the Plan is hereby amended, effective as of December 1, 2010 and subject to stockholder approval of the Plan as amended by this First Amendment to read in its entirety as follows:

“(b) The approval by the stockholders of the Company of a reorganization, merger, consolidation, complete liquidation or dissolution of the Company, the sale or disposition of all or substantially all of the assets of the Company or similar corporate transaction (in each case referred to in this Section 11.2 as a “Corporate Transaction”) or, if consummation of such Corporate Transaction is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly); provided, however, that, with respect to (i) any Awards granted on or after the Effective Date and (ii) Awards covering any of the additional 300,000 shares of Common Stock issuable under the Plan on and after the Effective Date, a Change in Control shall not be deemed to occur pursuant to this Section 11.2(b) unless and until such Corporate Transaction is consummated; or”

2. Except as otherwise provided herein, the Plan shall remain unchanged and in full force and effect as prior to this First Amendment.

*        *        *

IN WITNESS WHEREOF, the Board has caused this amendment to be executed this 18th day of November, 2010.

KENSEY NASH CORPORATION
By:	/s/ JOSEPH W. KAUFMANN

Name:   Joseph W. Kaufmann

Title:     President, CEO and Secretary

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