S-8 POS

As filed with the Securities and Exchange Commission on August 12, 2010

Registration No. 333-107560

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

ATS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of incorporation or organization) 41-1595629
(I.R.S. Employer
Identification No.)

3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
(Address of registrant’s principal executive offices,
including zip code)

ATS MEDICAL, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
ATS MEDICAL, INC. 2000 STOCK INCENTIVE PLAN, AS AMENDED
INDIVIDUAL OPTION AGREEMENTS
(Full title of the plan)

Michael D. Dale
Chief Executive Officer
ATS Medical, Inc.
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
(763) 553-7736
(Name, address and telephone number,
including area code, of agent for service)

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 o  Accelerated filer þ  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

TERMINATION OF REGISTRATION OF SECURITIES

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-107560) (the “Registration Statement”) of ATS Medical, Inc. (the “Company”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 1, 2003. The Registration Statement registered 3,105,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including 1,000,000 shares of Common Stock to be offered under the Company’s 2000 Stock Incentive Plan, as amended, 300,000 shares of Common Stock to be offered under the Company’s 1998 Employee Stock Purchase Plan, as amended, and 1,805,000 share of Common Stock to be offered pursuant to individual option agreements.

     On August 12, 2010, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 28, 2010, by and among the Company, Medtronic, Inc. (“Medtronic”) and Pilgrim Merger Corporation (“Merger Sub”), Merger Sub was merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Medtronic (the "Merger”). As a result of the Merger, the Common Stock is held of record by fewer than 300 persons. Accordingly, the Company intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC with respect to its Common Stock.

     As a result of the Merger, no additional shares of Common Stock will be issued by the Company. The Company is filing this Post-Effective Amendment No. 1 to remove and withdraw from registration all shares of Common Stock registered pursuant to the Registration Statement that remain unissued.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 12th day of August, 2010.

ATS MEDICAL, INC.
By:	/s/ Michael D. Dale
	Michael D. Dale
	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of August, 2010.

Signature	Title
/s/ Michael D. Dale Michael D. Dale	Chief Executive Officer, President and Chairman of the Board of Directors (principal executive officer)
/s/ Michael R. Kramer Michael R. Kramer	Chief Financial Officer (principal financial and accounting officer)
* Steven M. Anderson	Director
* Robert E. Munzenrider	Director
* Guy P. Nohra	Director
* Eric W. Sivertson	Director
Theodore C. Skokos	Director
* Martin P. Sutter	Director

*By:	/s/ Michael R. Kramer Michael R. Kramer
	Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit No.
Exhibit 24.1	Power of Attorney

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael D. Dale, Michael R. Kramer and Deborah K. Chapman, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to execute and/or file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to all of ATS Medical, Inc.’s registration statements that are currently effective, with all exhibits thereto and other documents in connection therewith, including the following:

1. Post-Effective Amendment No. 6 to the Registration Statement on Form S-3 (File No. 333-129521) pertaining to the 6% Convertible Senior Notes due 2025, warrants to purchase shares and shares issuable upon conversion of notes and exercise of warrants;

2. Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-125795) pertaining to the ATS Medical, Inc. 2000 Stock Incentive Plan and shares issuable upon exercise of options;

3. Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-117332) pertaining to the shares issuable upon exercise of options;

4. Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-117331) pertaining to the shares to be sold by certain selling shareholders;

5. Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 (File No. 333-108150) pertaining to the shares to be sold by certain selling shareholders;

6. Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-107560) pertaining to the ATS Medical, Inc. 2000 Stock Incentive Plan, the 1998 Employee Stock Purchase Plan and the shares issuable upon exercise of options;

7. Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-43360) pertaining to the shares to be sold by certain selling shareholders;

8. Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-39288) pertaining to the shares to be sold by certain selling shareholders;

9. Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-49985) pertaining to the ATS Medical, Inc. 1987 Stock Option and Award Plan; and

10. Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-33017) pertaining to the shares to be sold by certain selling shareholders.

     IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 12th day of August, 2010, by the following persons:

Signature	Title
/s/ Michael D. Dale Michael D. Dale	Chief Executive Officer, President and Chairman of the Board of Directors (principal executive officer)
/s/ Michael R. Kramer Michael R. Kramer	Chief Financial Officer (principal financial and accounting officer)
/s/ Steven M. Anderson Steven M. Anderson	Director
/s/ Robert E. Munzenrider Robert E. Munzenrider	Director
/s/ Guy P. Nohra Guy P. Nohra	Director
/s/ Eric W. Sivertson Eric W. Sivertson	Director
Theodore C. Skokos	Director
/s/ Martin P. Sutter Martin P. Sutter	Director