KNSY Kensey Nash Corp. (MM)

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KENSEY NASH CORPORATION

(Exact name of registrant as specified in its charter)

NINTH AMENDED AND RESTATED

KENSEY NASH CORPORATION

EMPLOYEE INCENTIVE COMPENSATION PLAN

(Full Title of the plan)

Joseph W. Kaufmann

Chief Executive Officer

Kensey Nash Corporation

735 Pennsylvania Drive

Exton, Pennsylvania 19341

(Name and address of agent for service)

(484) 713-2100

(Telephone number, including area code, of agent for service)

Copies to:

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

525 West Monroe Street, Suite 1900

Chicago, Illinois 60661-3693

(312) 902-5200

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.

CALCULATION OF REGISTRATION FEE

Introduction

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the Kensey Nash Corporation Employee Incentive Compensation Plan are effective. In accordance with General Instruction E to Form S-8, Kensey Nash Corporation (the “Company”) incorporates by reference the contents of the Company’s registration statement on Form S-8, Registration File No. 333-04093, filed with the Securities and Exchange Commission (the “Commission”) on May 20, 1996; the Company’s registration statement on Form S-8, Registration File No. 333-22993, filed with the Commission on March 7, 1997; the Company’s registration statement on Form S-8, Registration File No. 333-71050, filed with the Commission on October 5, 2001; the Company’s registration statement on Form S-8, Registration File No. 333-117354, filed with the Commission on July 14, 2004; the Company’s registration statement on Form S-8, Registration File No. 333-139494, filed with the Commission on December 19, 2006; the Company’s registration statement on Form S-8, Registration File No. 333-148090, filed with the Commission on December 14, 2007, the Company’s registration statement on Form S-8, Registration File No. 333-156427, filed with the Commission on December 23, 2008, and the Company’s registration statement on Form S-8, Registration File No. 333-171317, filed with the Commission on December 21, 2010.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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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 Exton, State of Pennsylvania, on this 22nd day of December 2011.

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POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Joseph W. Kaufmann, Douglas G. Evans and Michael Celano, and each of them severally, acting alone and without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign on his or her behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto said attorneys-in-fact and agents 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 and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

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.

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INDEX TO EXHIBITS

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