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

~~May~~June 143, 2009

Date of Report (Date of earliest event reported)

Northstar Neuroscience, Inc.

(Exact name of registrant as specified in its charter)

Washington

001-34078

91-1976637

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2401 Fourth Avenue, Suite 300

Seattle, WA 98121

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (206) 300-0204

Check the appropriate box below if the Form 8-K filing is intended to 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)

¨	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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On June 3, 2009, consistent with the Plan of Complete Liquidation and Dissolution of Northstar Neuroscience, Inc. (the “Company”) approved by the Company’s Board of Directors (the “Board”) on January 5, 2009 and the Company’s shareholders on May 14, 2009 (the “Plan of Dissolution”), Michael D. Ellwein, Albert J. Graf and Dale A. Spencer each tendered his written resignation from the Board, effective June 3, 2009.

(e)

On June 3, 2009, the Board approved a one-time cash bonus of $50,000 for John S. Bowers Jr., the Company’s President and Chief Executive Officer, in connection with completion of the sale of substantially all of the Company’s remaining non-cash assets, as described below.

Item 8.01.

Other Events.

On May 1421, 2009, ~~Northstar Neuroscience, Inc. (~~the “Company”) ~~held~~completed athe ~~special meeting~~ sale of ~~shareholders,~~substantially atall ~~which the shareholders~~ of ~~the~~its ~~Company~~remaining ~~approved~~non-cash ~~the~~assets, ~~voluntary~~as ~~dissolution~~contemplated ~~and~~in ~~liquidation of~~ the ~~Company~~Plan ~~pursuant~~of Dissolution, to aSt. ~~Plan~~Jude ofMedical ~~Complete~~for ~~Liquidation~~upfront, ~~and~~gross ~~Dissolution~~cash ~~(the “Plan”).~~consideration ~~Pursuant~~of ~~to the Plan~~$2,000,000. ~~the~~The Company intends to ~~file~~distribute ~~articles of dissolution (~~the ~~“Articles”)~~net ~~with~~proceeds ~~the~~from ~~Secretary of State of~~ the ~~State~~asset ofsale ~~Washington~~to asits shareholders ~~soon~~ as ~~reasonably~~part ~~practicable~~of ~~after~~its ~~resolution~~first ofliquidating ~~the~~distribution ~~audit~~pursuant ofto the ~~Company’s~~ ~~State~~Plan of ~~Washington~~Dissolution, ~~tax~~which ~~obligations and receipt of~~ the ~~required~~Company ~~revenue~~presently ~~clearance~~expects ~~certificate~~to ~~from~~make ~~the~~within ~~Department~~approximately of45 ~~Revenue~~days ofafter the ~~State of Washington. The Company will be dissolved upon the~~ effective date of the Articles of Dissolution (the “Effective Date”), ~~which~~to ~~may~~holders beof ~~the~~record ~~date~~of onits ~~which~~common ~~the~~stock ~~Articles~~as ~~are~~of ~~filed~~the orclose aof ~~later~~business ~~date~~on ~~specified in~~ the ~~Articles~~Effective Date. The Company ~~intends~~will to make a public announcement inwhen ~~advance~~the Articles of Dissolution have been filed and will also publicly announce the anticipated Effective Date. ~~and~~The Company further intends to delist its ~~Common Stock~~common stock from the Nasdaq Global Market as of the Effective Date.

Pursuant to the Plan, the Company is also authorized to dispose of its remaining non-cash assets, on such terms and at such prices as the Company’s board of directors, without further shareholder approval, may determine to be in the best interests of the Company and its shareholders, to pay or make reasonable provision to pay all claims against and obligations of the Company, to make such provisions as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or proceeding to which the Company is a party, to distribute on a pro rata basis to the shareholders of the Company the remaining assets of the Company, and, subject to statutory limitations, to take all other actions necessary to wind up and liquidate the Company’s business and affairs.

SIGNATURES

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

	~~NORTHSTAR NEUROSCIENCE, INC.~~	NORTHSTAR NEUROSCIENCE, INC.
Dated: May 14, 2009	By:	/s/ Brian B. Dow
Dated: June 8, 2009		By:	/s/ Brian B. Dow
		Brian B. Dow
			Brian B. Dow Vice President of Finance, Chief Financial Officer, and Secretary
		Vice President of Finance, Chief Financial Officer and Secretary

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