S-8 POS

As filed with the Securities and Exchange Commission on June 7, 2006.

Registration No. 333-60854

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CURATIVE HEALTH SERVICES, INC.

(Exact name of Registrant as specified in its charter)

Minnesota	51-0467366
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

61 Spit Brook Road
Nashua, New Hampshire 03060
(603) 888-1500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

Curative Health Services, Inc. Non-Employee Director Stock Option Plan

(Full Title of the Plan)

Paul F. McConnell

Curative Health Services, Inc.

61 Spit Brook Road

Nashua, New Hampshire 03060

(Name and address of agent for service)

(603) 888-1500
(Telephone number, including area code, of agent for service)

With a Copy to:

Timothy S. Hearn, Esq.
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
See below (1)	N/A	N/A	N/A	N/A

(1)No additional securities are to be registered. Registration fees were paid upon filing of the original Registration Statement No. 333-60854. Therefore, no further registration fee is required.

CURATIVE HEALTH SERVICES, INC.

POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM S-8

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to Curative Health Services, Inc.’s (the “Company”) Registration Statement on Form S-8 (File No. 333-60854) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “Commission”), is being filed in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering. The Company hereby removes from registration all of the securities previously registered under the Registration Statement that remain unsold as of the date hereof.

Item 8.  Exhibits

Exhibit
Number	Description
24.1	Power of Attorney

2

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 Post-Effective Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashua, State of New Hampshire, on this 7^th day of June, 2006.

CURATIVE HEALTH SERVICES, INC.

/s/ John C. Prior

John C. Prior
Chief Financial Officer
(principal financial and accounting officer)

3

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 to Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on June 7, 2006.

Signature	Title
*	Chief Executive Officer and Director
Paul F. McConnell	(principal executive officer)
/s/ John C. Prior	Chief Financial Officer, Chief Operating Officer and
John C. Prior	Director (principal financial and accounting officer)
*	Director
Paul S. Auerbach, MD
*	Director
Daniel E. Berce
*	Director
Lawrence English
*	Chairman of the Board
Timothy I. Maudlin
*	Director
Gerard Moufflet

*By	/s/ John C. Prior
	John C. Prior, pro se and as
	attorney-in-fact

4

EXHIBIT INDEX

Exhibit
Number	Description
24.1	Power of Attorney.

5

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of Curative Health Services, Inc., a Minnesota corporation (the “Company”), appoints Paul F. McConnell and John C. Prior as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 the Company’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. 3 to the Registration Statement on Form S-8 (File No. 33-44414) pertaining to the Curative Health Services, Inc. 2000 Stock Incentive Plan;

2.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-98253, 333-107305 and 33-60852) pertaining to the Curative Health Services, Inc. 2000 Stock Incentive Plan;

3.Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-83342, 333-89254 and 333-102965) pertaining to shares to be sold by certain selling shareholders;

4.Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-115808) pertaining to the Paul McConnell Restricted Stock Unit Award Agreement Dated April 24, 2004;

5.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-65753) pertaining to the Curative Health Services, Inc. Non-Employee Director Stock Option Plan, as amended;

6.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 33-85188) pertaining to the Curative Health Services, Inc. Employee 401(k) Savings Plan;

7.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 33-65710) pertaining to the Curative Health Services, Inc. Director Share Purchase Program;

8.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-98251 and 333-73376) pertaining to the Curative Health Services, Inc. 2001 Broad-Based Stock Incentive Plan;

9.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-65751 and 33-65712) pertaining to the Curative Health Services, Inc. 1991 Stock Option Plan, as amended;

10.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-60854) pertaining to the Curative Health Services, Inc. Non-Employee Director Stock Option Plan;

11.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-107305 and 333-73376) pertaining to Non-Qualified Stock Option Agreements for Michelle LeDell, Frank Berning, Josephine Kelly, Michael Mascitelli, Ralph Luts, Kathleen Izzo, Carole J. Barry, James Cantwell, Pamela Plaster, Cheryl Jorgenson, Rebecca Klaus, Renee West, Paul M. Frank, Richard Amico, David Lawson, Steven Michurski and Beth Oliver; and

12.Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-45553) pertaining to the Curative Health Services, Inc. 1991 Stock Option Plan and Other Compensatory Contracts Constituting Employee Benefit Plans;

Further, the undersigned do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done in and about the foregoing premises, as fully to all intents and purposes as he or they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of his or their respective substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

2

IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 7th day of June, 2006.

Signature	Title
/s/   PAUL F. MCCONNELL	Chief Executive Officer and Director
Paul F. McConnell	(principal executive officer)
/s/   JOHN C. PRIOR	Chief Financial Officer, Chief Operating Officer and Director
John C . Prior	(principal financial and accounting officer)
/s/   PAUL S. AUERBACH	Director
Paul S. Auerbach, MD
/s/   DANIEL E. BERCE	Director
Daniel E. Berce
/s/   LAWRENCE ENGLISH	Director
Lawrence English
/s/   TIMOTHY I. MAUDLIN	Chairman of the Board
Timothy I. Maudlin
/s/   GERARD MOUFFLET	Director
Gerard Moufflet