SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~January 12,~~of ~~2009~~1934

~~Cardiovascular~~Date ~~Systems~~of Report (Date of earliest event reported): February 11, ~~Inc.~~ 2009

~~(Exact~~Cardiovascular ~~name~~Systems, ~~of Registrant as Specified in its Charter)~~Inc.

~~Minnesota~~ (~~State~~Exact orname ~~Other~~of ~~Jurisdiction~~Registrant ofas ~~Incorporation~~Specified in its Charter)

000-53478		41-1698056
(Commission File Number)		(IRS Employer
		Identification No.)

Minnesota
(State or Other Jurisdiction of Incorporation)

~~651~~000-53478 ~~Campus~~(Commission ~~Drive St.~~File ~~Paul,~~Number) ~~Minnesota 55112~~41-~~3495~~ 1698056 (~~Address~~IRS ofEmployer ~~Principal~~Identification ~~Executive Offices and Zip Code~~No.)

(651~~) 259~~ Campus Drive St. Paul, Minnesota 55112-~~1600~~3495 (~~Registrant’s~~Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area~~Offices ~~code~~and Zip Code)

~~Not Applicable~~(651) 259-1600 (~~Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since Last Report~~code)

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the~~Applicable ~~filing~~(Former ~~obligation~~Name ofor ~~the~~Former ~~registrant~~Address, ~~under~~if ~~any~~Changed ofSince ~~the~~Last ~~following provisions:~~ Report)

oCheck ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) o Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ofiling ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14d-2(b))~~under oany ~~Pre-commencement~~of ~~communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

~~Item 5~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.02425) ~~Departure~~o OfSoliciting ~~Directors~~material Orpursuant ~~Certain~~to ~~Officers;~~Rule ~~Election~~14a-12 Ofunder ~~Directors;~~the ~~Appointment~~Exchange ~~Of Certain~~Act ~~Officers;~~(17 ~~Compensatory~~CFR ~~Arrangements~~240.14a-12) Ofo ~~Certain~~Pre-commencement ~~Officers~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(e) On~~TABLE ~~January 12,~~OF 2009, the Board of Directors of Cardiovascular Systems, Inc. (the “Company”) approved changes to certain executive officer base salaries and adopted a new executive officer cash incentive compensation plan applicable to the six-month period ended June 30, 2009. CONTENTS

Base Salary


	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
EX-99.1

EffectiveTable January 1, 2009, the base salary rates for certain of the Company’s named executive officers were increased from those base salary rates established for calendar year 2008 as set forth below. Contents

	Calendar Year 2008		New Annual Base
Name	Base Salary Rate		Salary Rate
Laurence L. Betterley	$	225,000	$	250,000
Chief Financial Officer
James E. Flaherty	$	218,000	$	233,000
Chief Administrative Officer

Item 2.02 Results of Operations and Financial Condition.

~~The~~On ~~base~~February 11, ~~salaries~~2009, Cardiovascular Systems, Inc. issued a press release regarding the Company’s financial results for its second fiscal quarter ended December 31, 2008. A copy of the ~~other~~Company’s press ~~named~~release ~~executive~~is ~~officers~~attached ~~did~~hereto ~~not~~as ~~change~~Exhibit 99.1.

~~Cash~~Item 9.01 ~~Incentive~~Financial ~~Compensation~~Statements ~~Plan~~and Exhibits.

~~The Board adopted a new cash incentive plan for the six months ending June~~(d) ~~30, 2009. The~~Exhibits Company’s prior cash incentive plans established calendar year incentive periods, and the purpose of the new cash incentive plan is to align the period for the Company’s compensation program with its June 30 fiscal year end. In the future, the Company expects all compensation plans will be on a fiscal year basis.

This plan conditions the payment of incentive compensation to all participants upon the Company’s achievement of revenue and adjusted EBITDA financial goals. Target bonus amounts are split evenly between these two goals. None of the named executive officers is subject to individual goals under this plan. No plan participant will receive a bonus unless the Company achieves certain minimum adjusted EBITDA goals. Target bonus levels as a percentage of base salary for the six-month period are 75% for the President and Chief Executive Officer and 50% for the other named executive officers. Depending upon the Company’s performance against the goals, participants are eligible to earn 50% to 200% of their target bonus amount for adjusted EBITDA and 50% to 150% of their target bonus amount for revenue; however, in the event of extraordinary revenue performance above the goals set by the board, the participants would receive incentive payments greater than 150% of their targets for the revenue goal based upon a formula established by the board, with no maximum payout set under the plan. The plan criteria are the same for all of the named executive officers. This plan is designed to reward the executive officers for achieving and surpassing the financial goals set by the compensation committee and board of directors.


Exhibit Number		Description

99.1		Press Release dated February 11, 2009.

InTable addition to incentives under the new plan, effective January 1, 2009, John Borrell, the Company’s Vice President of Sales, receives a monthly sales commission of 0.286% of all revenue and Paul Tyska, the Company’s Vice President of Business Development, receives a monthly sales commission of 2.667% of sales of ancillary products (excluding guidewires). Messrs. Borrell and Tyska are both named executive officers. These sales commissions replace the commissions Messrs. Borrell and Tyska were eligible to receive during calendar year 2008. Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~January~~ February 1511, 2009


	CARDIOVASCULAR SYSTEMS, INC.
	By:	/s/ Laurence L. Betterley
		Laurence L. Betterley
		Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description

99.1		Press Release dated February 11, 2009.

SECURITIESTable ANDof EXCHANGE COMMISSION Contents

EffectiveTable January 1, 2009, the base salary rates for certain of the Company’s named executive officers were increased from those base salary rates established for calendar year 2008 as set forth below. Contents

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