UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2326, 2009

NORTH AMERICAN SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-26670	51-0366422
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
20200 Sunburst Street, Chatsworth, CA		91311
(Address of principal executive offices)		(Zip Code)

20200 Sunburst Street, Chatsworth, CA	91311
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 734-8600

Check the appropriate box below if the Form 8-K filing is intended to be simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[Item 1.01 Entry ]into ~~Pre-commencement~~a ~~communications~~Material ~~pursuant~~Definitive ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

[On ]March 26, ~~Pre-commencement~~2009, ~~communications~~North ~~pursuant~~American toScientific, ~~Rule~~Inc., ~~13e-4~~a Delaware corporation (cthe “Company”), ~~under~~North American ~~the~~Scientific, ~~Exchange~~Inc., ~~Act~~a California corporation and wholly-owned subsidiary of the Company (17“Sub”), ~~CFR~~and ~~240~~Portola Medical, Inc.~~13e-4~~, a Delaware corporation (c“Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”).

~~Item~~Pursuant to 2the terms and subject to the conditions set forth in the Purchase Agreement, Purchaser agreed to purchase substantially all of the assets of the Sub relating to the Sub’s ClearPath business (the “Asset Sale”) for a purchase price of $400,000 (the “Purchase Price”) and the assumption of certain liabilities of the Sub.02 At ~~Results~~the sole discretion of ~~Operations~~the Purchaser, the Purchaser is entitled to credit the Purchase Price against the Sub’s obligations under its debtor-in-possession credit facility provided by the Purchaser. The Purchaser is an affiliate of Three Arch Partners, the majority stockholder of the Company. The Boards of Directors of the Company (the “Board”) and the Sub ~~Financial~~have ~~Condition~~approved the Asset Sale and the Purchase Agreement and determined that the Purchase Agreement and the Asset Sale are advisable and both fair to and in the best interest of the stockholders of the Company and the Sub.

~~On March 23, 2009, North American~~The ~~Scientific,~~Company ~~Inc.~~and ~~issued~~Sub ahave ~~press~~made ~~release~~customary ~~announcing its financial results for the first quarter ended January 31~~representations, ~~2009,~~warranties aand ~~copy~~covenants ~~of which is included~~ in ~~this Form~~ ~~8-K~~the asPurchase ~~Exhibit 99~~Agreement.~~1 and is incorporated herein by reference.~~

~~The~~Consummation of ~~information~~the inAsset ~~this~~Sale ~~Item~~is ~~2.02~~subject to customary closing conditions, including, ~~Exhibit~~among other ~~99.1~~things, is(i) ~~furnished~~the representations and warranties of the parties to the Purchase Agreement shall be true and correct as of the closing, except as would not be ~~deemed~~reasonably ~~"filed"~~expected ~~for~~to have a material adverse effect; (ii) the United ~~purposes~~States ofBankruptcy ~~Section~~Court 18for the Central District of California (the ~~Securities~~“Bankruptcy ~~Exchange~~Court”) shall ~~Act~~have ofentered ~~1934,~~into asa ~~amended,~~final ~~or otherwise~~sale ~~subject~~order; to(iii) the ~~liability~~Sub executing a non-competition agreement in favor of ~~that~~Purchaser; ~~section~~(iv) the parties executing a mutual license agreement, ~~nor~~pursuant ~~shall~~to itwhich the Purchaser shall be ~~deemed~~entitled to ~~incorporated~~license certain assets retained by ~~reference~~the inSub ~~any~~and ~~filing~~the ~~under~~Company; (v) the ~~Securities~~Sub ~~Act~~shall obtain prepaid product liability insurance reasonably acceptable to the Purchaser with respect to products manufactured or sold prior to the closing of the ~~1933,~~Asset asSale for a period of one (1) year from the closing of the Asset Sale ~~amended~~in the amount of $5,000,000; ~~except~~and as(vi) ~~shall~~the beSub’s ~~expressly~~successful ~~set~~rejection ~~forth~~of bycertain agreements ~~specific~~to ~~reference~~which inthe ~~such~~Sub is currently a ~~filing~~ party.

~~Item~~In ~~3.01~~connection ~~Notice~~with ofthe ~~Delisting~~Purchase orAgreement, the Company and Sub intend to file ~~Failure~~motions with the Bankruptcy Court for orders granting authority to ~~Satisfy~~consummate the aAsset ~~Continued~~Sale ~~Listing~~with ~~Rule~~the orPurchaser ~~Standard;~~pursuant ~~Transfer~~to Section 363 of the United States ~~Listing~~Bankruptcy Code and to establish bidding procedures. Subject to Bankruptcy Court approval of the Purchase Agreement bidding procedures, bids will not be considered qualified for the auction unless, among other things:

~~The Company’s~~· ~~common~~Such ~~stock~~bid ~~was~~is ~~suspended~~for ~~from~~an ~~trading~~amount onequal ~~Nasdaq~~to onor ~~March~~greater ~~23,~~than ~~2009 and~~ the ~~Company~~ ~~expects~~aggregate ~~its common stock to be delisted from Nasdaq on April 6, 2009 as a result~~ of the ~~filing~~sum ~~by its wholly-owned and operating subsidiary for protection under Chapter 11~~ of the ~~U.S. Bankruptcy Code~~Purchase asPrice ~~previously~~and ~~announced on March 13~~$50, ~~2009.~~000;

~~Item~~· ~~9.01~~Any ~~Financial~~overbid ~~Statements~~bids ~~and Exhibits.~~thereafter must be higher than the then existing bid in increments of not less than $25,000;

Such bid is received by the Purchaser and the Sub no later than two (2) business days prior to the hearing on the motion to approve the sale of the subject assets; and

Such bid is accompanied by a deposit in the form of a cashier’s check made payable to the order of the Sub in the amount of $50,000.

Other bidding procedures applicable to the sale will be established pursuant to the order of the Bankruptcy Court.

If the Company and Sub consummate a transaction other than the Asset Sale to the Purchaser, subject to the approval of the Bankruptcy Court, the Sub shall, on the first business day following the consummation of a transaction with a bidder other than the Purchaser, reimburse the Purchaser for all expenses incurred by the Purchaser in connection with the negotiation, execution and delivery of the Purchase Agreement up to an aggregate amount of $50,000.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement attached as Exhibit 2.1, which is incorporated herein by reference. The Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or the Sub. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by the Company and the Sub in connection with the signing of the Purchase Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the Company, Sub and the Purchaser, rather than establishing matters of fact. Accordingly, the representations and warranties in the Purchase Agreement may not constitute the actual state of facts about the Company, Sub and the Purchaser.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated March 23, 2009.
2.1		Asset Purchase Agreement, dated March 26, 2009, by and among Company, North American Scientific, Inc., a California corporation, and Portola Medical, Inc., a Delaware corporation.

~~Signatures~~SIGNATURES

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

	NORTH AMERICAN SCIENTIFIC, INC.
March 23, 2009	By:	/s/ Brett L. Scott
March 27, 2009	By:	/s/ John B. Rush
		Brett L. Scott
		John B. Rush
		Chief Financial Officer
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated March 23, 2009.
2.1		Asset Purchase Agreement, dated March 26, 2009, by and among Company, North American Scientific, Inc., a California corporation, and Portola Medical, Inc., a Delaware corporation.

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