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 October 30, 2007

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)		80027 (Zip Code)

303-996-5500
(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

Item 2.02 Results of Operations and Financial Condition.

     On October 30, 2007, Replidyne, Inc. issued a press release reporting its results of operations for the third quarter of fiscal 2007 ending September 30, 2007. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.

     The information in this item (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated October 30, 2007 reporting its results of operations for the third quarter of fiscal 2007.

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: October 30, 2007	By:	/s/ Mark L. Smith
		Mark L. Smith
		Chief Financial Officer Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 30, 2007 reporting its results of operations for the third quarter of fiscal 2007.

EX-99.1

EXHIBIT 99.1

Replidyne contact:
Sabrina B. Oei
Dir. Investor & Public Relations
T: (303) 996-5535

Replidyne Announces Third Quarter 2007 Earnings

Louisville, CO, October 30, 2007 — Replidyne, Inc. (Nasdaq: RDYN) today announced its financial results for the third quarter and nine months ended September 30, 2007.

Replidyne reported a net loss of $12.3 million for the third quarter ended September 30, 2007 compared to a net loss of $5.7 million for the quarter ended September 30, 2006. For the nine months ended September 30, 2007, Replidyne reported net income of $24.6 million compared to a net loss of $19.6 million for the nine months ended September 30, 2006. Cash, cash equivalents and short-term investments on hand at September 30, 2007 totaled $101.7 million.

“Replidyne continues to pursue clear objectives in our clinical and preclinical programs,” said Kenneth J. Collins, Replidyne’s President and CEO. “We are moving forward with partnering discussions while completing preparations for the initiation of Phase III clinical trials in community-acquired pneumonia and acute bacterial sinusitis. We are also building and strengthening our research pipeline. We recently disclosed REP3123 as the lead product candidate in our C. difficile program, and anticipate filing an investigational new drug application in the second half of 2008. We are fortunate to be in a strong financial position to execute these objectives.”

Due to the conclusion of the collaboration agreement with Forest Laboratories (Forest) effective May 7, 2007, there was no revenue reported for the third quarter of 2007. Revenue for the nine months ended September 30, 2007 was $58.6 million. Upon termination of the agreement with Forest, all unamortized upfront and milestone payments as well as contract revenue for funded activities were fully recognized as revenue on May 7, 2007. Replidyne will not report any revenue under this agreement in future reporting periods.

Research and development expenses in the third quarter of 2007 were $10.7 million compared to $7.2 million in the corresponding quarter of 2006. Faropenem related expense represented approximately 64% of total research and development expense this quarter, primarily for costs to prepare for patient enrolment in three planned Phase III clinical trials of faropenem; one for treatment of acute bacterial

sinusitis and two for treatment of community acquired pneumonia. These preparations position the faropenem program to commence patient enrolment in clinical trials this Northern Hemisphere respiratory infections season. Costs were also incurred for the faropenem program to support the ongoing Phase III clinical trial of faropenem for treatment of acute exacerbations of chronic bronchitis. Additionally, research and development expense also included costs for preclinical activities targeted to Replidyne’s discovery research programs, primarily C. difficile and inhibition of DNA replication, and to prepare for future clinical trials of REP8839, including an upcoming Phase II clinical trial among pediatric patients with impetigo.

Sales, general and administrative expenses for the third quarter of 2007 were $3.0 million compared to $3.9 million in the third quarter of 2006 reflecting lower compensation related and marketing study expenses in the 2007 quarter. Replidyne reported a net loss attributable to common stockholders for the third quarter of 2007 of $12.3 million or, $0.46 per basic and diluted common share. This result compared to a net loss attributable to common stockholders of $5.8 million, or a net loss of $0.23 per basic and diluted common share in the third quarter of 2006.

Conference Call Information
Replidyne will host a conference call and webcast today, October 30, 2007, at 4:45 P.M. EDT to discuss third quarter 2007 financial results and recent corporate developments. Callers may participate in the conference call by dialing 800-435-1261 (domestic) or 617-614-4076 (international), and providing the passcode 57078639. To access the live webcast, log on to the Company’s website at www.Replidyne.com and go to the Investor Relations section.

A replay of the conference call will be available approximately one hour after the completion of the call through Tuesday, November 13, 2007 at midnight. Callers may access the replay by dialing 888-286-8010 (U.S. participants) or 617-801-6888 (international participants). The audio replay passcode is 69926595. To access a replay of the webcast, visit the Investor Relations section of the Company’s website at www.Replidyne.com.

About Replidyne, Inc.

Replidyne is a biopharmaceutical company focused on discovering, developing, in-licensing and commercializing innovative anti-infective products. Replidyne’s lead product, faropenem medoxomil, is a novel oral community antibiotic, expected to be appropriate for use as a first-line antibiotic for treatment of respiratory and skin infections in adult and pediatric patients. Replidyne’s second drug candidate, REP8839, is a topical anti-infective product candidate in development for the treatment of skin and wound infections, including methicillin-resistant S. aureus (MRSA) infections. Replidyne’s investigational antibacterial agent REP3123 targets Gram-positive C. difficile bacteria and C. difficile-associated disease (CDAD). Replidyne is pursuing the development of other novel anti-infective programs based on its in-house discovery research.

Safe Harbor

This press release contains plans, intentions, objectives, estimates and expectations that constitute forward-looking statements about Replidyne, Inc. that involve significant risks and uncertainties. Actual results could differ materially from those discussed due to a number of factors including, the success and timing of pre-clinical studies and clinical trials; the Company’s ability to obtain a new partner for faropenem on acceptable terms; the Company’s ability to obtain and maintain regulatory approval of product candidates and the labeling under any approval that may be obtained; plans to develop and commercialize product candidates; the loss of key scientific or management personnel; the size and growth of the potential markets for the Company’s product candidates and the Company’s 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 Company estimates regarding expenses, future revenues and capital requirements; the Company’s ability to obtain and maintain intellectual property protection for our product candidates; the successful development of the Company’s 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 the Company’s most recent Form 10-Q filed with the SEC under the Securities Exchange Act of 1934. Copies of filings made with the SEC are available through the SEC’s electronic data gather analysis and retrieval system (EDGAR) at www.sec.gov. All forward-looking statements made in the press release are made as of the date hereof and the Company assumes no obligation to update the forward-looking statements in the document.

REPLIDYNE, INC.

CONDENSED BALANCE SHEETS
(in thousands)
(unaudited)

	September 30,		December 31,
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	39,875	$	24,091
Short-term investments		61,856		101,476
Receivable from Forest Laboratories		—		4,634
Prepaid expenses and other current assets		2,921		2,079
Total current assets		104,652		132,280
Property and equipment, net		2,131		3,170
Other assets		113		111
Total assets	$	106,896	$	135,561
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	8,313	$	7,957
Current portion of deferred revenue		—		56,176
Total current liabilities		8,313		64,133
Other long-term liabilities		37		56
Total liabilities		8,350		64,189
Commitments and contingencies
Stockholders’ equity		98,546		71,372
Total liabilities and stockholders’ equity	$	106,896	$	135,561

REPLIDYNE, INC.

CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007		2006
Revenue	$	—		$	3,679		$	58,571	$	10,601
Costs and expenses:
Research and development		10,651			7,177			28,462		25,287
Sales, general and administrative		2,988			3,864			9,803		8,676
Total costs and expenses		13,639			11,041			38,265		33,963
(Loss) income from operations		(13,639	)		(7,362	)		20,306		(23,362	)
Investment income and other, net		1,336			1,640			4,329		3,730
Net (loss) income		(12,303	)		(5,722	)		24,635		(19,632	)
Preferred stock dividends and accretion.		—			(85	)		—		(5,391	)
Net (loss) income attributable to common stockholders	$	(12,303	)	$	(5,807	)	$	24,635	$	(25,023	)
Net (loss) income attributable to common stockholders per share — basic	$	(0.46	)	$	(0.23	)	$	0.92	$	(2.59	)
Net (loss) income attributable to common stockholders per share — diluted.	$	(0.46	)	$	(0.23	)	$	0.89	$	(2.59	)
Weighted average common shares outstanding — basic		26,780			25,748			26,696		9,659
Weighted average common shares outstanding — diluted		26,780			25,748			27,666		9,659

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