S-8

As Filed with the Securities and Exchange Commission on February 13, 2007 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ThermoGenesis Corp.

(Exact name of registrant as specified in its charter)

Delaware	94-3018487
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2711 Citrus Road, Rancho Cordova, CA 95742
(Address of Principal Executive Offices) (Zip Code)

2006 Equity Incentive Plan
(Full title of the plan)

Philip H. Coelho, CEO
ThermoGenesis Corp.
2711 Citrus Road
Rancho Cordova, CA 95742
(Name and address of agent for service)

(916) 858-5100
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of each			Proposed maximum			Proposed maximum
class of securities	Amount to be		offering price per			aggregate offering			Amount of
to be registered	registered		share			price			registration fee
Common Stock underlying 2006 Equity Incentive Plan reserved for future issuance		3,292,977 (1) .	$	4.00	(2)	$	13,171,908	(2)	$	1,409.39	(2)
Total									$	1, 409.39

(1)

The amount to be registered is equal to six percent (6%) of the outstanding shares of Company common stock as measured at the end of the Company’s fiscal year, June 30, 2006 (54,882,952). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2)

Calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the high and low price per share prices of the Company’s Common Stock on February 9, 2007, as reported by the NASDAQ Capital Market.

TABLE OF CONTENTS

	Item 1. Plan Information.
	Item 2. Registrant Information and Employee Plan Annual Information.
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.2

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

     Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Securities and Exchange Commission rules and regulations allow us to “incorporate by reference” the information that we file with the Securities and Exchange Commission. This means that we can disclose additional important information to you by referring to those documents. The information incorporated by reference is an important part of this Prospectus, and information that we file in the future with the Securities and Exchange Commission will automatically update and supersede this information. All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part hereof from the date of filing of such documents.

     We have filed the following documents with the Securities and Exchange Commission and the information contained in those documents is incorporated by reference into this registration statement:

(1)	Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006;
(2)	Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006;
(3)	Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2006;
(4)	Registrant’s Proxy Statement for the Annual Meeting held on December 11, 2006;
(5)	Registrant’s Current Report on Form 8-K filed on January 4, 2007;
(6)	The description of Securities in Item 1 of the Registration Statement on Form 8A for registration of the Registrant’s common stock pursuant to Section 12(g) of the Exchange Act.

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Item 4. Description of Securities.

     The Registrant’s common stock to be offered under this registration statement is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     The Company is incorporated in Delaware. Under Section 145 of the General Corporation Law of the State of Delaware, a Delaware corporation has the power to indemnify its directors, officers, employees and agents from expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, in which such person is involved by reason of the fact such person were or are directors, officers, employees or agents of the Company, provided that such person acted in good faith and in a manner that such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such person may not be indemnified if the person has been adjudged liable to the corporation in the performance of such person’s duties to the corporation, unless the Court of Chancery or the court in which such action or suit was brought determines that, in view of the circumstances of the case, such person is fairly and reasonably entitled to indemnity. To the extent that such person has been successful on the merits or otherwise in defense of any proceeding, the General Corporate Law of the State of Delaware provides that such person shall be indemnified against expenses (including attorney’s fees) reasonably and actually incurred. The Certificate of Incorporation and the By-laws of the Company provide for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of dividends or stock redemption, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Certificate of Incorporation contains such a provision.

Item 7. Exemption from Registration Claimed.

     Not applicable.

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Item 8. Exhibits.

Exhibit Number	Description of Exhibit
4.1	2006 Equity Incentive Plan(1)
5.1	Opinion of Bullivant Houser Bailey, PC
23.1	Consent of Bullivant Houser Bailey, PC (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included in signature page to this Registration Statement).

^{(1) Incorporated by reference to the Company’s current report on Form 14-A filed on December 11, 2006 (File No. 333-82900).}

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii)	To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement — notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set in the “Calculation of Registration Fee” table in this Registration Statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

     (2)     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities

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offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 Rancho Cordova, State of California.

	THERMOGENESIS CORP., a Delaware corporation
Dated: 2/8/07	By:	/s/ Philip H. Coelho
		Philip H. Coelho,
		Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip H. Coelho, his or her attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, 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 as he or she might or could do in person, and ratifying and confirming all that the attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

     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.

Dated: 2/8/07	By:	/s/ Philip H. Coelho
		Philip H. Coelho,
		Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Dated: 2/8/07	By:	/s/ Matthew T. Plavan
		Matthew T. Plavan,
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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Dated: 2/8/07	By:	/s/ George Barry
		George Barry,
		Director
Dated: 2/8/07	By:	/s/ Hubert E. Huckel
		Hubert E. Huckel, M.D.
		Director
Dated: 2/8/07	By:	/s/ Patrick McEnany
		Patrick McEnany,
		Director
Dated: 2/8/07	By:	/s/ Woodrow A. Myers
		Woodrow A. Myers Jr, M.D.
		Director

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.1	2006 Equity Incentive Plan(1)
5.1	Opinion of Bullivant Houser Bailey, PC
23.1	Consent of Bullivant Houser Bailey, PC (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included in signature page to this Registration Statement).

^{(1) Incorporated by reference to the Company’s current report on Form 14-A filed on December 11, 2006 (File No. 333-82900).}

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EX-5.1

Exhibit 5.1

LEGAL OPINION OF BULLIVANT HOUSER BAILEY, PC

February 12, 2007

ThermoGenesis Corp.
2711 Citrus Road
Rancho Cordova, CA 95742

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to ThermoGenesis Corp., a Delaware corporation (the “Company”), in connection with the registration of 3,292,977 shares of the Company’s Common Stock (the “Shares”) under the Securities Act of 1933, as amended (the “Securities Act”), which will be offered pursuant to the Company’s 2006 Equity Incentive Plan, all further described in the Company’s registration statement on Form S-8 filed under the Securities Act (the “Registration Statement”).

     For the purpose of rendering this opinion, we examined originals or copies of such documents as we deemed to be relevant. In conducting our examination, we assumed without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to all original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company. In addition, in rendering this opinion, we assume that the Shares will be offered in the manner and on the terms identified or referred to in the Registration Statement, including all amendments thereto.

     Our opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the Federal Law of the United States and the law applicable to corporations of the State of Delaware.

     Based upon the foregoing, after giving due regard to such issues of law as we deemed relevant, and assuming that (i) the Registration Statement becomes and remains effective, and the Prospectus, which is a part of the Registration Statement (the “Prospectus”), and the Prospectus delivery requirements with respect thereto, fulfill all of the requirements of the Securities Act, throughout all periods relevant to the opinion, (ii) all offers and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof, and (iii) the Company receives, to the extent applicable, the considerations set forth

under the 2006 Equity Incentive Plan, we are of the opinion that the Shares to be issued under the 2006 Equity Incentive Plan will be legally issued, fully paid and non-assessable.

     We hereby consent in writing to the use of our opinion as an exhibit to the Registration Statement and any amendment thereto. By giving such consent, we do not thereby admit that we come within the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Sincerely,

/s/ Bullivant Houser Bailey PC
BULLIVANT HOUSER BAILEY PC
 

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 filed on February 13, 2007 for 3,292,977 shares of Common Stock) pertaining to the 2006 Equity Incentive Plan of ThermoGenesis Corp. and to the incorporation by reference therein of our reports dated September 5, 2006, with respect to the financial statements and schedule of ThermoGenesis Corp. included in its Annual Report (Form 10-K) for the fiscal year ended June 30, 2006, ThermoGenesis Corp.’s management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of ThermoGenesis Corp., filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Sacramento, California
February 7, 2007