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 3, 2006

REPLIDYNE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	000-52082 (Commission File Number)	84-1568247 (I.R.S. Employer Identification No.)
1450 Infinite Drive, Louisville, Colorado (Address of principal executive offices)		80026 (Zip Code)

720-996-5500
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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:

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

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

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

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

INFORMATION TO BE INCLUDED IN THE REPORT

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

     Our chief financial officer and chief commercial officer intend to conduct meetings with investors, stockholders and analysts on or after November 7, 2006. We expect to use the presentation materials furnished as Exhibit 99.1 hereto, in whole or in part and possibly with immaterial modifications, in connection with such meetings and from time to time thereafter. The fact that these presentation materials are being furnished should not be deemed an admission as to the materiality of any information contained in the materials. We do not intend to file any update to these presentation materials. The information contained in the presentation materials is summary information that is intended to be considered in the context of our filings with the Securities and Exchange Commission and other public announcements that we may make, by press release or otherwise, from time to time.

     We expect to make copies of the presentation materials, including such graphic images, available for viewing at the “Investor Relations” section of our website located at www.replidyne.com, although we reserve the right to discontinue that availability at any time.

     Some of the matters discussed in the attached presentation materials contain forward-looking statements that involve significant risks and uncertainties, including statements relating to the completion and reporting of results from our clinical trials and the potential advantages of our product candidates. Actual results could differ materially from those projected and we caution investors not to place undue reliance on the forward-looking statements contained in, or made in connection with, the presentation materials.

     Among other things, the projected commencement and completion of any of our clinical trials and the dissemination of the results of the clinical trials may be affected by difficulties or delays, including difficulties or delays caused by regulatory issues, timing of clinical trial initiations, patient enrollment, patient treatment, data collection or data analysis, the detailed design of future trials, and the loss of key scientific or management personnel. In addition, our results may be affected by our effectiveness at managing our financial resources, our ability to successfully develop and market our current product candidates, our ability to obtain and maintain regulatory approval of product candidates and the labeling under any approval that may be obtained, the size and growth of the potential markets for our product candidates and our ability to serve those markets, the rate and degree of market acceptance of any future products , the success of competing drugs that are or become available, our ability to obtain or enforce intellectual property protection for our product candidates, difficulties or delays in manufacturing our product candidates and the performance of third party manufacturers, regulatory developments involving current and future product candidates and the performance of our collaboration partners. Delays in clinical programs, whether caused by competition, adverse events, patient enrollment rates, regulatory issues or other factors, could adversely affect our financial position and prospects. Prior clinical trial program designs and results are not necessarily predictive of future clinical trial designs or results. Preliminary clinical trial results may not be confirmed upon full analysis of the detailed results of a trial. If our product candidates do not meet safety or efficacy endpoints in clinical evaluations, they will not receive regulatory approval and we will not be able to market them. Even if our product candidates meet safety and efficacy endpoints, regulatory authorities may not approve them or we may face post-approval problems that require the withdrawal of our product from the market. Operating expense and cash flow projections involve a high degree of uncertainty, including variances in future spending rates due to changes in corporate priorities, the timing of and outcomes of clinical trials, competitive developments and the impact on expenditures and available capital from licensing and strategic collaboration opportunities. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue one or more of our drug development or discovery research programs. We are at an early stage of development and may not ever have any products that generate significant revenue.

     It is our policy to update or reconfirm our public guidance only by issuing a press release or filing a publicly accessible document with the SEC. We generally plan to provide guidance as part of our annual and quarterly earnings releases but reserve the right to provide guidance at different intervals or to revise our practice in future periods. Clinical guidance contained in the presentation materials is as of November 3, 2006 and financial guidance relating to our current cash, cash equivalents and investments contained in the presentation materials is as of

September 30, 2006. We undertake no duty or obligation to update any forward-looking statements as a result of new information, future events or changes in our expectations.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

99.1 Replidyne, Inc. Investor and Analyst Presentation Materials

In accordance with General Instruction B.2. of Form 8-K, the information presented in this filing and furnished in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

SIGNATURE

     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.

	REPLIDYNE, INC.
Dated: November 3, 2006	By:	/s/ Mark L. Smith
		Mark L. Smith
		Chief Financial Officer Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Replidyne, Inc. Investor and Analyst Presentation Materials

EX-99.1

Exhibit 99.1

Rodman & Renshaw NYC We are providing this information as of November 7, 2006 and do not undertake any obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or otherwise. Peter Letendre - Chief Commercial Officer November 7, 2006

Forward Looking Statements This presentation contains forward-looking statements about Replidyne, Inc. Our actual results could differ materially from those discussed due to a number of factors including, the success and timing of our pre-clinical studies and clinical trials; our ability to obtain and maintain regulatory approval of our product candidates and the labeling under any approval we may obtain; our plans to develop and commercialize our product candidates; the loss of key scientific or management personnel; the size and growth of the potential markets for our product candidates and our ability to serve those markets; regulatory developments in the U.S. and foreign countries; the rate and degree of market acceptance of any future products; the accuracy of our estimates regarding expenses, future revenues and capital requirements; our ability to obtain and maintain intellectual property protection for our product candidates; the successful development of our sales and marketing capabilities; the success of competing drugs that are or become available; and the performance of third party manufacturers. These and additional risks and uncertainties are described more fully in our Forms S-1 and most recent filing with the SEC.

"Evergreen unmet medical need" due to eventually resistance to all antibiotics Resistance Opportunity created from big pharma's shift to other therapeutic areas Big Pharma A biopharmaceutical company focused on discovering, developing, in-licensing and commercializing innovative anti-infective products

Discovery Preclinical Phase 1 Phase II Phase III NDA Discovery Research C. difficile Program DNA Replication Inhibition Program Faropenem medoxomil Respiratory Tract and Skin Infections Bronchitis Study Acute Otitis Media Replidyne Product Pipeline REP8839 Treatment of skin and wound infections Prevention of S. aureus Including MRSA Adult Pediatric

Faropenem Medoxomil Replidyne key assets NDA filed - December '05; accepted February '06 Clinical trials in ABS, CAP, AECB, and uncomplicated skin infections FDA non-approvable letter - October '06 Changing FDA landscape Superiority trials & microbiologic evaluation recommended Safety database of 5000 patients, 13 Phase III clinical trials Novel antibiotic pipeline addressing growing problem of staph infections, including MRSA Experienced team with proven record Strong financial position

Discovered by Suntory (now Daiichi Asubio) Prodrug form of faropenem with improved bioavailability 13 Phase III clinical trials completed by Bayer 5000 patients safely treated Licensed from Daiichi Asubio - March 2004 Faropenem background Faropenem Medoxomil

Sinusitis Pneumonia Faropenem - Timeline of events Further discussions with FDA All non-inferiority studies Initiated superiority trial in AECB Forest partnership

Faropenem - FDA recommendations NDA submitted based on industry standard non- inferiority studies Scientific discussion: What data should be required to approve respiratory indications? Non-approvable letter recommending superiority studies and microbiologic evaluation Moving forward: FDA post-action meeting FDA Action

Beta-lactams endorsed by CDC and AAP guidelines as 1st and 2nd line therapy for key indications Orapem's Promising Pediatric Opportunity Taste of suspension is key driver of prescribing decision Branded competitive landscape expected favorable by estimated launch

Forest Laboratories partnership Indicated continued support of faropenem program To participate in discussions with FDA Successful track record of commercialization in mature markets Financial Terms Up to $250 million in license fees and milestones $60 million received to date Significant royalty on all faropenem sales Forest responsible for majority of ongoing development expense Option for Replidyne to exclusively promote to pediatricians Faropenem Partnership

Oral Penems Oral antibiotics - Class distinctions Beta-Lactams Penicillins Cephalosporins Macrolides/ Ketolides Cipro Levaquin Avelox Factive Quinolones Tequin

Oral Antibiotic Market Sales Dollars Oral Antibiotic Market Total Prescriptions Oral antibiotics - Market potential Source: 2005 IMS NPA Audit 1999 2000 2001 2002 2003 2004 2005 Oral Antibiotic Market 274.855 273.396 275.29 271.499 269.873 252.181 274.793 Millions 1999 2000 2001 2002 2003 2004 2005 Oral Antibiotic Market 6622.604 7090 8032 8267 9062 8008 8432 $ Millions Source: 2005 IMS NSP Audit

Pediatric Market Share Adult Market Share Beta-Lactams: Dominating Oral Antibiotic Markets Macrolides/ Ketolides 24% Quinolones 17% Other Antibiotics 16% Beta-Lactams 43% 2005 220 Million Prescriptions Total Market = $7.0 Billion 2005 50 Million Prescriptions Total Market = $1.5 Billion Macrolides 29% Quinolones 1% Other Antibiotics 2% Beta-Lactams 68% Source: IMS NPA Audit

REP8839 Selective inhibitor of methionyl tRNA synthetase Target indications: Treatment of skin infections Prevention of S. aureus infections (including MRSA) in hospital Program acquired from GSK A need for an improved topical antibiotic

REP8839 Being developed alone and as a combination of REP8839 and Mupirocin (Bactroban(r)) Mupirocin is the leading topical antibiotic Resistance to Mupirocin increasing Each agent has a distinctive mechanism of action (but both are tRNA synthetase inhibitors) Combination may prevent emergence of drug resistant strains Replidyne - worldwide rights to REP8839 IND filed in Q2 2006 Phase I testing commenced July 2006 Development Status

Mupirocin (1 µg/ml) REP8839 + Mupirocin (1 µg/ml) REP8839 (1 µg/ml) Combination product Dramatically reduced resistance emergence S. aureus ATCC29213 (MSSA) 53 22 0 S. aureus ATCC43300 (MRSA) 65 28 0 S. aureus LZ10 (MRSA) 12 2 0 S. aureus NRS103 (MRSA) 40 24 0 S. aureus 1079077 (MRSA) 99 29 0 S. epidermidis 936606 (MRSE) 3 9 0 S. hemolyticus NRS116 25 40 0 All Strains Average 42 +- 33 22 +- 13 0 Resistant colonies after 48 h (From average inoculum of 5 x 108 cells) Strain and Phenotype

Bacterial DNA replication is an essential process; new mechanism-of-action antibiotic High-throughput assays - Target the DNA replication complexes from multiple bacteria Currently at lead optimization stage DNA Replication Inhibitors program Increasing public health threat in elderly patients Identified microbiologically active compounds from proprietary collection Currently studying pharmacology, toxicology and animal efficacy of several representative compounds Clostridium difficile program Discovery programs

Intellectual property Faropenem Composition of matter Methods of manufacture Expiration date November 15, 2015 Patent term extension available under Hatch-Waxman 2 U.S. patents licensed from Daiichi Asubio for faropenem Composition of matter, combination therapy, targets, etc. Patent expirations range from 2017 to 2025 REP8839 Program 9 Issued U.S. patents Pending U.S. and foreign patent applications 32

Replidyne Business development strategy In-licensing Novel anti-bacterials Other promising anti-infectives Marketed product opportunities Pediatric products - to complement faropenem oral suspension Faropenem partnering - Europe Complementary Approaches

Prior Experience Proven management team [photo] Kenneth Collins Synergen Neurogenetics President & CEO Roger Echols, M.D. BMS Bayer Chief Medical Officer Nebojsa Janjic, Ph.D. NeXstar Scripps Chief Scientific Officer Prior Experience Peter Letendre, Pharm.D. Abbott GSK Chief Commercial Officer Don Morrissey Caliper Cooley Godward SVP Corp. Development Mark Smith Nabi Neuromedical Systems Chief Financial Officer

$134 million Cash balance at Sept 30 Financial summary Through September 30, 2006 $30 million (for 9 month period) Burn rate (3Q 2006) Financial highlights Partner contributes funding for faropenem related R&D and sales and marketing

2007 2006 Faropenem Adult ABS, CAP, uSSSI AECB Placebo Phase III Results Pediatric Pediatric Phase II Data Initiate Pediatric Phase III REP8839 Submit IND Complete Phase I Clinical Studies Near-Term Milestones FDA post-action PIII development 2H 2007 1H 2007 2H 2007 Mid 2006 Early 2007

Novel antibiotic pipeline addressing growing problem of Staph infections, including MRSA Experienced team with proven clinical business development and commercial track record Replidyne - Key assets Faropenem - Meet with FDA & define next steps

Rodman & Renshaw NYC We are providing this information as of November 7, 2006 and do not undertake any obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or otherwise. Peter Letendre - Chief Commercial Officer November 7, 2006