S-8

Registration No. 333-            

UNITED STATES

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 incorporation or organization)	(I.R.S. Employer Identification No.)
735 Pennsylvania Drive Exton, Pennsylvania	19341
(Address of Principal Executive Offices)	(Zip Code)

NINTH AMENDED AND RESTATED

KENSEY NASH CORPORATION

EMPLOYEE INCENTIVE COMPENSATION PLAN

(Full Title of the plan)

Joseph W. Kaufmann

Chief Executive Officer

Kensey Nash Corporation

735 Pennsylvania Drive

Exton, Pennsylvania 19341

(Name and address of agent for service)

(484) 713-2100

(Telephone number, including area code, of agent for service)

Copies to:

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

525 West Monroe Street, Suite 1900

Chicago, Illinois 60661-3693

(312) 902-5200

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.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $0.001 par value (3)	600,000 shares	$19.07	$11,442,000	$1,312

(1) This registration statement registers additional securities issuable pursuant to the Ninth Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan (the “Plan”), the other securities issuable under which are registered under previously filed registration statements on Form S-8. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement also covers an indeterminate number of additional shares of the registrant’s common stock which may be issued under the adjustment provisions of the Plan.

(2) Based upon the average of the high and low prices per share of common stock of the registrant on December 20, 2011, as reported by the NASDAQ Global Select Market, solely for the purpose of calculating the registration fee. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act.

(3) Also includes associated rights to purchase 1/1,000 of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the registrant. These rights accompany shares of the registrant’s common stock, are not currently separable from the shares of the registrant’s common stock and are not currently exercisable. The value attributable to these rights, if any, is reflected in the market price of the registrant’s common stock.

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; the Company’s registration statement on Form S-8, Registration File No. 333-71050, filed with the Commission on October 5, 2001; the Company’s registration statement on Form S-8, Registration File No. 333-117354, filed with the Commission on July 14, 2004; the Company’s registration statement on Form S-8, Registration File No. 333-139494, filed with the Commission on December 19, 2006; the Company’s registration statement on Form S-8, Registration File No. 333-148090, filed with the Commission on December 14, 2007, the Company’s registration statement on Form S-8, Registration File No. 333-156427, filed with the Commission on December 23, 2008, and the Company’s registration statement on Form S-8, Registration File No. 333-171317, filed with the Commission on December 21, 2010.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit	Description
5.1	Opinion of Katten Muchin Rosenman LLP with respect to the legality of securities
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included in the signature pages hereto)

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SIGNATURES

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 Exton, State of Pennsylvania, on this 22nd day of December 2011.

KENSEY NASH CORPORATION
By:	/s/ Joseph W. Kaufmann
	Joseph W. Kaufmann
	Chief Executive Officer (principal executive officer),
	President, Secretary and Director

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POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Joseph W. Kaufmann, Douglas G. Evans and Michael Celano, 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.

Signature	Titles	Date
/s/ Joseph W. Kaufmann	Chief Executive Officer (principal executive officer), President, Secretary and Director	December 22, 2011
Joseph W. Kaufmann
/s/ Douglas G. Evans, P.E.	Chief Operating Officer, Assistant Secretary and Director	December 22, 2011
Douglas G. Evans, P.E.
/s/ Michael Celano	Chief Financial Officer (principal financial and accounting officer)	December 22, 2011
Michael Celano
/s/ C. McCollister Evarts, M.D.	Director	December 22, 2011
C. McCollister Evarts, M.D.
/s/ Walter R. Maupay, Jr.	Chairman of the Board	December 22, 2011
Walter R. Maupay, Jr.
/s/ Donald E. Morel, Jr., Ph.D.	Director	December 22, 2011
Donald E. Morel, Jr., Ph.D.
/s/ Robert J. Bobb	Director	December 22, 2011
Robert J. Bobb
/s/ Lisa D. Earnhardt	Director	December 22, 2011
Lisa D. Earnhardt

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INDEX TO EXHIBITS

Exhibit	Description
5.1	Opinion of Katten Muchin Rosenman LLP with respect to the legality of securities
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included in the signature pages hereto)

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EX-5.1

Exhibit 5.1

Opinion of Katten Muchin Rosenman LLP, the legal counsel to the Company.

December 22, 2011

Kensey Nash Corporation

735 Pennsylvania Drive

Exton, Pennsylvania 19341

Ladies and Gentlemen:

We have acted as counsel to Kensey Nash Corporation, a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of the issuance and sale by the Company of up to an additional 600,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pursuant to the Ninth Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan, as amended (the “Plan”), and the associated rights (the “Rights”) to acquire shares of the Company’s Series A Junior Participating Preferred Stock, par value $0.001 per share, attached to the Shares to be issued pursuant to the Rights Agreement, dated as of June 18, 2009 (the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and written statements of directors, officers and employees of, and the accountants for, the Company. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:

1. The Second Amended and Restated Certificate of Incorporation of the Company, as amended and as certified by the Delaware Secretary of State on December 21, 2011;

2. The Third Amended and Restated Bylaws of the Company, as amended;

3. The Rights Agreement;

4. The Plan and forms of stock option and restricted stock agreements under the Plan;

5. Records of proceedings and actions of the Board of Directors of the Company (the “Board of Directors”), committees thereof and stockholders of the Company relating to the Plan and the Rights Agreement; and

6. Such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.

In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. We have also assumed that, at the time of issuance of the Shares, (i) any and all agreements related to the issuance of the Shares under the Plan will conform to the forms of option and restricted stock agreements, as applicable, and will have been duly executed and delivered by the Company and, as applicable, the recipients of the Shares, (ii) the Committee (as defined in the Plan) will have approved the issuance of specific awards of the Shares, and (iii) any cash consideration payable to the Company in connection with any issuance of the Shares will not be less than the par value per share of the Common Stock. We also have assumed that the Rights Agreement has been duly authorized, executed, and delivered by the Rights Agent, and that the members of the Board of Directors have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the Rights Agreement.

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Based upon and subject to the foregoing and the other matters set forth herein, it is our opinion that the Shares and the associated Rights have been duly authorized by all necessary corporate action of the Company, and, when (i) the Shares are issued and delivered by the Company and (to the extent applicable) paid for in accordance with the terms of the Plan and the relevant award agreements, and (ii) certificates representing the Shares in the form of the specimen certificates examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock or registered and issued electronically through The Depository Trust Company by such transfer agent and registrar for the Common Stock, the Shares and the associated Rights (so long as they have not expired or been redeemed or terminated prior thereto) will be validly issued and the Shares will be fully paid and nonassessable.

It should be understood that our opinion expressed above concerning the Rights does not address the determination a court of competent jurisdiction may make regarding whether the Board of Directors would be required to redeem or terminate, or take other action with respect to, the Rights at some future time based on the facts and circumstances existing at that time. Moreover, this opinion addresses the Rights and the Rights Agreement in their entirety, and it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating such rights in their entirety.

Our opinion expressed above is limited to the Delaware General Corporation Law. We do not express any opinion concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

KATTEN MUCHIN ROSENMAN LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Kensey Nash Corporation and Subsidiaries and the effectiveness of the internal control over financial reporting dated September 12, 2011, appearing in the Annual Report on Form 10-K of Kensey Nash Corporation and Subsidiaries for the year ended June 30, 2011.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

December 22, 2011