S-8

As filed with the Securities and Exchange Commission on May 2, 2006

Registration No. 333 -                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ENPATH MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-1533300
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

15301 Highway 55 West

Plymouth, MN 55447

(Address of Principal Executive Offices and zip code)

ENPATH MEDICAL, INC.

1999 INCENTIVE STOCK OPTION PLAN

(Full title of the Plan)

John C. Hertig	Copy to:
Chief Executive Officer	Thomas G. Lovett, IV
Enpath Medical, Inc.	Lindquist & Vennum P.L.L.P.
15301 Highway 55 West	4200 IDS Center
Plymouth, MN 55447	80 South Eighth Street
(763) 559-2613	Minneapolis, MN 55402
(Name, address, including zip code and	(612) 371-3270
telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Proposed Maximum Amount to be Registered		Proposed Maximum Offering Price Per Share(1)	Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock,
$.01 par value	200,000 shares	(2)	$11.50	$2,300,000	$246.10

(1)Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the closing price of the Company’s Common Stock on the Nasdaq Stock Market on April 27, 2006.

(2)400,000 shares were registered on Form S-8 (No. 333-62560) on June 8, 2001. An additional 500,000 shares were registered on Form S-8 (No. 333-109875) on October 22, 2003.

INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT

BY REFERENCE

A Registration Statement on Form S-8 (File No. 333-62560) was filed with the Securities and Exchange Commission on June 8, 2001 covering the registration of 400,000 shares initially authorized for issuance under the 1999 Incentive Stock Option Plan (“Plan”). An amendment to the Plan was filed on Form S-8 (No. 333-109875) on October 22, 2003 authorizing an additional 500,000 shares under the Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 200,000 shares authorized under the Plan. An amendment to the Plan to increase the number of shares under the Plan by 200,000 was authorized by the Company’s Board of Directors on February 16 2006 and was approved by the shareholders on April 27, 2006. The contents of the prior Registration Statement are incorporated herein by reference.

PART I

Pursuant to the Note to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement and such information will be sent or given to directors and advisors as specified by Rule 428(b)(1).

PART II

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference herein:

(a)           The Annual Report of the Company on Form 10-K for the year ended December 31, 2005.

(b)           The Definitive Proxy Statement dated March 22, 2006 for the Annual Meeting of Shareholders held on April 27, 2006.

(c)           The Current Reports of the Company on Form 8-K and Form 8-K/A filed on January 6, 2006, February 23, 2006, March 15, 2006, April 20, 2006, and April 26, 2006.

(d)           The description of the Company’s common stock as set forth in the Company’s Registration Statement on Form S-4 (Registration No. 333-208404) filed on August 30, 2003, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Section 302A.521 of the Minnesota Business Corporation Act requires us to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to us, against judgments, penalties, fines, including reasonable expenses, if such person (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit and a statutory procedure has been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; (5) in the case of acts or omissions occurring in the person’s performance in the official capacity of director, or for a person not a director, in the official capacity of officer, committee member, employee or agent, reasonably believed that the conduct was in the best interests of the company, or, in the case of performance by a director, officer, employee or agent of the company as a director, officer, partner, trustee, employee or agent or another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interest of the Company. In addition, Section 302A.521, subd. 3 requires payment by us, upon written request, of reasonable expenses in advance of final disposition in certain instances. A decision as to indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, by a designated committee of the Board, by special legal counsel, by the shareholders, or by a court.

As permitted by the Minnesota Business Corporation Act, our Articles of Incorporation eliminate the liability of our directors for monetary damages arising from any breach of fiduciary duties as a member of our Board of Directors (except as expressly prohibited by Minnesota Business Corporation Act, Section 302A.251, Subd. 4).

For information regarding our undertaking to submit to adjudication the issue of indemnification for violation of the securities laws, see Item 9 hereof.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit

4.1Enpath Medical, Inc. 1999 Incentive Stock Option Plan as amended through April 27, 2006.

5.1Opinion of Lindquist & Vennum P.L.L.P.

23.1Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2Consent of McGladrey & Pullen, LLP

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24.1Power of Attorney (set forth on signature page hereof)

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 material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

                (2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

                (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 Securities Exchange Act of 1934 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 of 1933 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 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 connected 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 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, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plymouth, State of Minnesota, on April 27, 2006.

ENPATH MEDICAL, INC.
By	/s/ John C. Hertig
	John C. Hertig
	Its Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Enpath Medical, Inc., a Minnesota corporation, do hereby make, constitute and appoint John C. Hertig and James D. Hartman, or either of them, as our true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits and other supporting documents thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting upon the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or incidental to the performance and execution of the powers herein expressly granted. This power of attorney shall remain in effect until revoked in writing by the undersigned.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on April 27, 2006.

Signature	Title
/s/ John C. Hertig	Chief Executive Officer
John C. Hertig
/s/ James D. Hartman	Chief Financial Officer
James D. Hartman
/s/ Richard F. Sauter	Director
Richard F. Sauter
/s/ Thomas L. Auth	Director
Thomas L. Auth
/s/ Michael D. Dale	Director
Michael D. Dale
/s/ Albert Emola	Director
Albert Emola
/s/ Richard T. Schwarz	Director
Richard T. Schwarz

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EX-4.1

Exhibit 4.1

ENPATH MEDICAL, INC. 1999 INCENTIVE STOCK OPTION PLAN

(as amended through April 27, 2006)

1.             Purpose. The purpose of this Plan is to further the growth and general prosperity of Enpath Medical, Inc. (the “Company”), by enabling the employees of the Company, who have been or will be given responsibility for the affairs of the Company, to acquire shares of its common stock under the terms and conditions and in the manner set forth by this Plan, increasing their personal involvement in the Company and to enable the Company to obtain and retain the services of those employees.

2.             Administration. This Plan will be administered by a Committee of at least two (2) Directors who are non-employee directors within the meaning of Section 16 of the Securities Exchange Act of 1934 and the rules, regulations and interpretations promulgated thereunder, including Rule 16b-3.

The Committee will have the power and authority to award stock options or restricted stock to eligible participants under the Plan, and each award will be evidenced by a written agreement (Stock Option Agreement or Restricted Stock Agreement) and a document containing the terms and conditions of this Plan.

3.             Eligibility and Participation. Employees eligible to receive options or restricted stock under the Plan will be key personnel including officers of the Company and directors who are also employees of the Company. The Committee may allot to such participant options to purchase shares or restricted stock grants as the Committee will from time to time determine: provided, however, that no employee may be allotted an option unless the option exercise price not less than the fair market value of the stock on the date of grant, and the option is, by its terms, not exercisable after six (6) years from the date of grant.

4.             Shares Subject to Plan. Subject to adjustment as provided in Section 5, an aggregate of up to 1,100,000(1) shares of the Common Stock of the Company will be subject to the Plan and the Committee is authorized to grant options hereunder with respect to such number of shares. Any unsold shares subject to an option under the Plan, which for any reason expires or otherwise terminates may again be made subject to option under the Plan at the discretion of the Committee.

5.             Adjustments Upon Changes in Capitalization. In the event of a merger, consolidation, reorganization, stock dividend, stock split, or any other change in corporate structure or capitalization affecting the Company’s common shares, appropriate adjustment will be made in the maximum number of shares available under the Plan or to any one individual and in the number, kind, option, price, etc. of shares subject to options or restricted stock awarded under the Plan.

(1)           The Plan originally authorized 400,000 shares of Common Shares for issuance. An amendment to the Plan to increase the number of shares under the Plan by 500,000 was authorized by the Board of Directors on April 24, 2003 and was approved by shareholders on October 21, 2003. An amendment to the Plan to increase the number of shares under the Plan by 200,000 was authorized by the Board of Directors on February 16, 2006 and was approved by shareholders on April 27, 2006.

6.             Terms and Conditions of Options. The Committee will have power subject to the limitations contained in the Plan, to prescribe any terms and conditions in respect to the granting or exercise of any option under the Plan and in particular will prescribe the following terms and conditions:

(a)           Each option will state the number of shares to which it pertains.

(b)           Each option will be granted within ten years of the date the Plan is adopted.

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(c)           Each option will be exercisable only within six years of the date of grant.

(d)           The purchase price, which will be at least 100% of the fair market value of the shares at such time as the option is granted and will not be less than the par value of the shares sold.

(e)           An option may be exercised at any time after the date of grant, subject to the provisions of section 6(f) of the Plan and to such other terms and conditions specified in the Stock Option Agreement, with respect to all or part of the shares covered by the option. An option may not be exercised for fractional shares of stock.

In the event the Company or the stockholders of the Company enter into an agreement to dispose of all or substantially all of the assets or stock of the Company by means of a sale, merger, reorganization, liquidation or otherwise, an option will become immediately exercisable with respect to the full number of shares.

(f)            An option will be exercised when written notice of such exercise has been given to the Company at its principle business office by the person entitled to exercise the option and full payment for the shares has been received by the Company. Until the stock certificates are issued, no right to vote, receive dividends, or any other rights as a shareholder will exist with respect to optioned shares, notwithstanding the exercise of the option.

(g)           An option may be exercised by the optionee only while he is, and has continually been, since the date of the grant of the option, an employee of the Company or within three months following termination of employment (for reasons other than death, disability or termination for cause).

If the continuous employment of an optionee terminates by reason of his death, options which the deceased employee would be entitled to exercise as of the date of death may be exercised within one year following the date of death by the person to whom his rights under such option will have passed by will or by the laws of descent and distribution, but in no event later than the expiration of the option. If the continuous employment of an optionee terminates by reason of disability, options which the disabled employee would be entitled to exercise as of the date of termination of employment may be exercised within one year following the date of termination, but in no event later than the expiration of the option.

If the continuous employment of an optionee terminates for cause, any options which have not been exercised as of the date of termination will be cancelled.

7.             Options Not Transferable. No option granted under the Plan will be transferable by the optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution, and then only to the extent provided in Section 6 hereof, or pursuant to a qualified domestic relations order (as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act and the rules thereunder.)

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8.             Terms and Conditions of Restricted Stock Awards.

(a)           Administration. Shares of restricted stock may be issued either alone or in addition to other awards granted under the Plan. The Committee has the right to determine to whom, and the time or times at which, restricted stock awards will be made, the number of shares to be awarded, the time or times within which such awards may be subject to forfeiture, and all other conditions of the awards. The Committee may also condition the grant of restricted stock upon the attainment of specified performance goals. The provisions of restricted stock awards need not be the same with respect to each recipient.

(b)           Awards and Certificates. The prospective recipient of an award of shares of restricted stock will not have any rights with respect to such award, unless and until the recipient has executed a restricted stock agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.

(i)            Each participant will be issued a stock certificate in respect of shares of restricted stock awarded under the Plan. The certificate will be registered in the name of the participant, and will bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Enpath Medical, Inc. 1999 Incentive Stock Option Plan and an Agreement entered into between the registered owner and Enpath Medical, Inc. Copies of such Plan and Agreement are on file in the offices of Enpath Medical, Inc., 15301 Hwy 55 West, Plymouth, MN 55447.”

(ii)           The Committee must require that the stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon have lapsed, and that, as a condition of any restricted stock award, the participant will have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such award.

(c)           Restrictions and Conditions. The shares of restricted stock awarded pursuant to the Plan will be subject to the following restrictions and conditions:

(i)            Subject to the provisions of this Plan and the award agreement, during a period set by the Committee commencing with the date of such award (the “Restriction Period”), the participant will not be permitted to sell, transfer, pledge or assign shares of restricted stock awarded under the Plan. Within these limits, the Committee may provide for the lapse of such restrictions in installments where deemed appropriate.

(ii)           Except as provided in paragraph (c)(i) of this Section 8, the participant will have, with respect to the shares of restricted stock, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends. The Committee, in its sole discretion,

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may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional shares of restricted stock (to the extent shares are available under Section 4 and subject to Section 10 below).

(iii)          Subject to the provisions of the award agreement and paragraph (c)(iv) of this Section 8, upon termination of employment for any reason during the Restriction Period, all shares still subject to restriction will be forfeited by the participant.

(iv)          In the event of special hardship circumstances of a participant whose employment is terminated (other than for cause), including death, disability or retirement, or in the event of an unforeseeable emergency of a participant still in service, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to such participant’s shares of restricted stock.

(v)           Notwithstanding the foregoing, in the event of the sale by the Company of substantially all of its assets and the consequent discontinuance of its business, or in the event of a merger, exchange, consolidation or liquidation of the Company, the Board will, in its sole discretion, in connection with the Board’s adoption of the plan for sale, merger, exchange, consolidation or liquidation, provide for one or more of the following with respect to restricted stock awards that are, on such date, still subject to a Restriction Period: (i) the removal of the restrictions on any or all outstanding restricted stock awards; (ii) the complete termination of this Plan and forfeiture of outstanding restricted stock awards prior to a date specified by the Board; and (iii) the continuance of the Plan with respect to the restricted stock award which were outstanding as of the date of adoption by the Board of such plan for sale, merger, exchange, consolidation or liquidation and provide to participants holding restricted stock awards the right to an equivalent number of restricted shares of stock of the corporation succeeding the Company by reason of such sale, merger, exchange, consolidation or liquidation. The grant of a restricted stock award pursuant to the Plan will not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

9.             Amendment or Termination of the Plan. The Board of Directors may amend the Plan from time to time as it deems advisable. The Board of Directors may at any time terminate the Plan, provided that any termination of the Plan will not affect options already granted. The options will remain in full force and effect as if the Plan had not been terminated.

10.           Agreement and Representation of Employee. As a condition to the exercise of any option (or portion thereof) or grant of restricted stock, the Company may require the participant represent and warrant at the time of any exercise or grant that the shares are being purchased only for investment and without any present intention to sell or distribute the shares if in the opinion of counsel for the Company such representation is required under the Securities Act of 1933, or any other applicable law, regulation or rule of any governmental agency.

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In the event legal counsel to the Company renders an opinion to the Company that the shares for options exercised pursuant to this Plan cannot be issued to the participant because such act would violate the applicable Federal or State securities law, then and in that event, the optionee agrees that the Company will not be required to issue the shares to the optionee tendered to the Company upon exercise of the option.

11.           Effectiveness and Termination of the Plan.     The Plan will become effective upon adoption by the Board of Directors and will be subject to approval of the stockholders of Enpath Medical Inc. within 12 months of adoption. The Plan will terminate on the earliest of:

(a)           the date when all the common shares available under the Plan will have been acquired through exercising the options granted under the Plan,

(b)           August 1, 2009,

(c)           such other date as the Board may determine.

12.           Form of Awards. Options may be issued by the execution of an Enpath Medical, Inc. form entitled “Stock Option Agreement” and restricted stock awards may be issued by execution of an Enpath Medical, Inc. form entitled “Restricted Stock Agreement.”

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EX-5.1

Exhibit 5.1

May 1, 2006

Enpath Medical, Inc.

15301 Highway 55 West

Plymouth, MN  55447

Re: Opinion of Counsel as to Legality of 200,000  Shares of Common Stock to be registered under the Securities Act of 1933, as amended.

Ladies and Gentlemen:

This opinion is furnished in connection with the registration under the Securities Act of 1933, as amended, on Form S-8 of 200,000 shares of Common Stock, $.01 par value, of Enpath Medical, Inc. (the “Company”) offered to employees of the Company pursuant to the Enpath Medical, Inc. 1999 Incentive Stock Option Plan (the “Plan”).  These shares are in addition to the 900,000 shares previously authorized under the Plan and registered on previous Registration Statements on Form S-8.

As counsel for the Company, we advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the additional 200,000 shares of Common Stock to be offered by the Company under the Plan, will, when paid for and issued in accordance with the terms of the Plan, be validly issued and lawfully outstanding, fully paid and nonassessable shares of Common Stock of the Company.

The undersigned hereby consents to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said shares of Common Stock under the Securities Act of 1933, as amended.

Very truly yours,

LINDQUIST & VENNUM P.L.L.P.

/s/ Lindquist & Vennum P.L.L.P.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Enpath Medical, Inc. of our reports dated January 24, 2006 (except for Note 6, as to which the date is February 14, 2006) with respect to the consolidated financial statements and consolidated supplemental schedule II of Enpath Medical, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

McGladrey & Pullen, LLP

Minneapolis, Minnesota

May 1, 2006