##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1 to Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from
 to
 Commission file number: 000-28288
 
 Cardiogenesis Corporation
  California
(State or other jurisdiction of 
incorporation or organization)
    
    77-0223740
(I.R.S. Employer
Identification Number)
 11 Musick, Irvine, California 92618
 (949) 420-1800
 None
  
 o þ
 o þ
 þ o
 o o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filero
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




---



##### 



EXPLANATORY NOTE
    
 INDEX TO FORM 10-K/A
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    7Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
    
    
    14Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    15Item 14. Principal Accountant Fees and Services
    
    
    15PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    17Signatures
    
    
    18EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Board of Directors
  Name
    
    Age
    
    Position with UsPaul J. McCormick
    
    
    58
    
    
    Executive Chairman and DirectorRaymond W. Cohen
    
    
    52
    
    
    DirectorAnn T. Sabahat
    
    
    40
    
    
    DirectorMarvin J. Slepian, M.D.
    
    
    55
    
    
    DirectorGregory D. Waller
    
    
    61
    
    
    Director
  Paul J. McCormick
  Raymond W. Cohen
 1




---



##### Table of Contents



Ann T. Sabahat
  Marvin J. Slepian, M.D.
  Gregory D. Waller
  2




---



##### Table of Contents



Name
    
    Age
    
    PositionPaul J. McCormick
    
    
    57
    
    
    Executive ChairmanWilliam R. Abbott
    
    
    54
    
    
    Senior Vice President, Chief
Financial Officer, Secretary and
TreasurerRichard P. Lanigan
    
    
    51
    
    
    Executive Vice President, Marketing
  William R. Abbott
 Richard P. Lanigan
 Family Relationships
  SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  MATERIAL CHANGES TO PROCEDURES FOR SHAREHOLDER NOMINATION TO THE BOARD OF DIRECTORS
 PARENT DESIGNEES TO THE CARDIOGENESIS BOARD OF DIRECTORS
  3




---



##### Table of Contents



Name of Director
    
    Age
    
    Employment History for Past Five YearsSteven G. Anderson
    
    
    72
    
    
    Steven G. Anderson, a founder of Parent, has served as Parents Chairman of the Board, President, and Chief Executive Officer since its inception. Mr. Anderson has more than 25 years of
experience in tissue preservation and more than 40 years of experience in the medical device industry. Prior to founding Parent, Mr. Anderson was Senior Executive Vice President and Vice President, Marketing, from 1976 until 1983, of Intermedics, Inc. (now Boston
Scientific Corporation), a manufacturer and distributor of pacemakers and other medical devices.Thomas F. Ackerman
    
    
    56
    
    
    Thomas F. Ackermanhas served as a
Director of Parent since December 2003.
Mr. Ackerman is Executive Vice President
and Chief Financial Officer of Charles
River Laboratories International, Inc.
(NYSE: CRL), a position he has held
since 2005. Charles River Laboratories
is a leading global provider of
solutions that accelerate the drug
discovery and development process,
including research models and associated
services, and outsourced preclinical
services.James S. Benson
    
    
    72
    
    
    James S. Bensonhas served as a Director
of Parent since December 2005. Mr.
Benson retired from the Advanced Medical
Device Association (AdvaMed, formerly
known as The Health Industry
Manufacturers Association, HIMA) in
July 2002 as Executive Vice President
for Technical and Regulatory Affairs.Daniel J. Bevevino
    
    
    51
    
    
    Daniel J. Bevevinohas served as a
Director of Parent since December 2003.
From 1996 until March of 2008, Mr.
Bevevino served as the Vice President
and Chief Financial Officer of
Respironics, Inc. (Nasdaq: RESP), a
company that develops, manufactures and
markets medical devices used primarily
for the treatment of patients suffering
from sleep and respiratory
 4




---



##### Table of Contents



Name of Director
    
    Age
    
    Employment History for Past Five Yearsdisorders,
where he was employed since 1988.
From
March 2008 to December 31, 2009, Mr.
Bevevino was employed by Philips as the
Head of Post-Merger Integration 
Respironics, as well as in various
operating capacities, to help facilitate
the integration of the combined
companies. He is currently an
independent consultant providing interim
chief financial officer services in the
life sciences industry.Ronald C. Elkins, M.D
    
    
    74
    
    
    Ronald C. Elkins, M.D.has served as a
Director of Parent since January 1994.
Dr. Elkins is Professor Emeritus,
Section of Thoracic and Cardiovascular
Surgery, University of Oklahoma Health
Sciences Center. Dr. Elkins has been a
physician at the Health Science Center
since 1971, and was Chief, Section of
Thoracic and Cardiovascular Surgery,
from 1975 to 2002.Ronald D. McCall, Esq.
    
    
    74
    
    
    Ronald D. McCall, Esq.has served as a
Director of Parent since January 1984
and served as its Secretary and
Treasurer from 1984 to 2002; however,
Mr. McCall has never been an employee of
the Parent and did not receive any
compensation for his service as
Secretary and Treasurer of the Parent
other than the Parents standard
compensation provided to Directors. From
1985 to the present, Mr. McCall has been
the owner of the law firm of Ronald D.
McCall, P.A., based in Tampa, Florida.Harvey Morgan
    
    
    69
    
    
    Harvey Morganhas served as a Director
of Parent since May 2008. Mr. Morgan has
more than 40 years of investment banking
experience, with significant expertise
in strategic advisory services, mergers
and acquisitions, private placements,
and underwritings. He has been a
Managing Director of the investment
banking firm Bentley Associates, L.P.
since 2004. Mr. Morgan also serves on
the Boards of Family Dollar Stores, Inc.
(NYSE: FDO) and Cybex International,
Inc. (Nasdaq: CYBI).Jeffrey W. Burris
    
    
    39
    
    
    Jeffrey W. Burriswas appointed to the
position of Vice President and General
Counsel of Parent in February 2010. Mr.
Burris has been with Parent since
February 2008, serving as General
Counsel from February of 2008 until
February 2010. From 2003 to 2008, Mr.
Burris served as Senior Legal Counsel
and Legal Counsel for Waste Management,
where he was the responsible attorney
for acquisitions and divestitures for
Waste Managements Southern Group.Scott B. Capps
    
    
    44
    
    
    Scott B. Cappswas appointed to the
position of Vice President of Clinical
Research of Parent in November 2007.
Prior to this position, Mr. Capps served
as Vice President, General Manager of
CryoLife Europa, Ltd. in the United
Kingdom from February 2005 to November
2007.David M. Fronk
    
    
    47
    
    
    David M. Fronkwas appointed to the
position of Vice President of Regulatory
Affairs and Quality Assurance of Parent
in April 2005.Albert E. Heacox,
Ph.D.,
    
    
    60
    
    
    Albert E. Heacox, Ph.D.,was appointed
to the position of Senior Vice President
of Research and Development of Parent in
December 2004. Dr. Heacox has been with
Parent since June 1985 and served as
Vice President of Laboratory Operations
from June 1989 to December 2004. Dr.
Heacox was promoted to Senior Vice
President in December of 2000.D. Ashley Lee, CPA
    
    
    46
    
    
    D. Ashley Lee, CPA, has served as
Executive Vice President, Chief
Operating Officer, and Chief Financial
Officer of Parent since November 2004.Gerald B. Seery
    
    
    54
    
    
    Gerald B. Seeryhas served as Senior
Vice President of Sales and Marketing of
Parent since October 2005.
  5




---



##### Table of Contents



Audit Committee
   
    
    oversees the Companys financial reporting and internal control processes, as well
as the independent audit of the Companys consolidated financial statements by the
Companys independent registered public accounting firm;
    
    appoints, determines compensation for and oversees the work of the independent
auditors;
    
    approves the services performed by the independent auditors;
    
    assists the Companys Board in its oversight of the Companys compliance with legal
and regulatory requirements;
    
    approves related party transactions; and
    
    prepares the report that SEC rules require be included in the Companys annual proxy
statement.
 CODE OF BUSINESS CONDUCT AND ETHICS
  SHAREHOLDER COMMUNICATIONS
  6




---



##### Table of Contents



Item 11. Executive Compensation.
 Summary Compensation Table
  Stock
    
    
    
    
    
    
    NonequityName and Principal
    
    Fiscal
    
    
    
    
    
    
    Awards
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherPosition
    
    Year
    
    
    Salary ($)
    
    
    ($)(1)
    
    
    Awards ($)(1)
    
    
    Compensation ($)
    
    

Compensation ($)
    
    
    Total ($)Paul J. McCormick
    
    
    2010
    
    
    $
    225,000
    (2)
    
    $
    38,000
    
    
    $
    29,000
    
    
    $
    
    
    
    $
    1,290
    (5)
    
    $
    293,290Executive Chairman
and 
Principal
Executive Officer
    
    
    2009
    
    
    $
    125,000
    
    
    $
    57,000
    
    
    $
    9,000
    
    
    $
    
    
    
    $
    72,319
    (3)
    
    $
    263,319Richard P. Lanigan(4)
    
    
    2010
    
    
    $
    225,000
    
    
    $
    
    
    
    $
    
    
    
    $
    68,720
    
    
    $
    1,159
    (5)
    
    $
    294,879Executive Vice
President,
    
    
    2009
    
    
    $
    236,250
    
    
    $
    23,798
    
    
    $
    27,500
    
    
    $
    20,250
    
    
    $
    1,345
    (5)
    
    $
    309,143Marketing and
former President
    
    
    2008
    
    
    $
    247,500
    
    
    
    
    
    
    $
    
    
    
    $
    11,138
    
    
    $
    8,068
    (5)
    
    $
    266,706William R. Abbott
    
    
    2010
    
    
    $
    200,000
    
    
    $
    
    
    
    $
    
    
    
    $
    61,084
    
    
    $
    1,111
    (5)
    
    $
    262,195Senior Vice President,
    
    
    2009
    
    
    $
    200,000
    
    
    $
    19,231
    
    
    $
    19,250
    
    
    $
    39,204
    
    
    $
    1,261
    (5)
    
    $
    278,946Chief
Financial Officer,
Secretary and
Treasurer
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    9,000
    
    
    $
    8,281
    (5)
    
    $
    217,281
 
 (1)
    
    The amounts shown are the grant date fair value of stock or option
awards, as applicable, granted in the year indicated as computed in
accordance with FASB ASC Topic 718. For a discussion of valuation
assumptions used to determine the grant date fair values in 2010 and
2009, see Note 2, Summary of Significant Accounting Policies 
Summary of Assumptions and Activity, to the Notes to Consolidated
Financial Statements included in the Original Filing.(2)
    
    Mr. McCormick was appointed as the Companys Executive Chairman
effective July 1, 2009. His Employment Agreement provided for an
annual base salary of $250,000. This Employment Agreement was amended
in 2010 to reduce the annual base salary to $200,000 effective July 1,
2010.(3)
    
    Pursuant to a Consulting Agreement entered into on January 15, 2009
and which was terminated on June 30, 2009, Mr. McCormick was entitled
to receive a monthly consulting fee of $8,000 per month and
reimbursement of health insurance premiums for Mr. McCormick and his
family. The amount shown for Mr. McCormick consists of (i) $44,000 in
monthly consulting fees under the Consulting Agreement, (ii) $7,674
paid as reimbursement for health insurance premiums under the
Consulting Agreement, (iii) $20,000 for retainers and meeting fees for
service on the Companys Board and its committees prior to being
appointed Executive Chairman and (iv) $645 for life insurance premiums
paid by us.(4)
    
    Pursuant to an amendment to his employment agreement with the Company,
Mr. Lanigans position changed from President to Executive Vice
President, Marketing, effective as of July 1, 2009.(5)
    
    These amounts represent life insurance premiums paid by the Company in
fiscal year 2010 and life insurance premiums and matching
contributions under the Companys 401(k) plan paid by the Company in
fiscal year 2009. 7




---



##### Table of Contents



Summary of Employment Agreements with Named Executive Officers
 Employment Agreement with Mr. McCormick
     
    
    willful misconduct by Mr. McCormick causing material harm to the Company or repeated
failure by him to follow the reasonable directives of the Companys Board (or a
designated committee thereof), but only if, in either case, Mr. McCormick shall not
have discontinued such misconduct or failure within thirty (30) days after receiving
written notice from the Company describing the misconduct or failure and stating that
we will consider the continuation of such misconduct or failure as cause for
termination of the agreement;
 
    
    any material act or omission by Mr. McCormick involving gross negligence in the
performance of his duties to, or material deviation from any of the policies or
directives of, the Company, other than a deviation taken in good faith by Mr. McCormick
for the Companys benefit;
 
    
    any illegal act by Mr. McCormick which materially and adversely affects the business
of the Company, provided that we may suspend Mr. McCormick with pay while any
allegation of such illegal act is investigated; or
 
    
    any felony committed by Mr. McCormick, as evidenced by conviction thereof, provided
that we may suspend Mr. McCormick with pay while any allegation of such felonious act
is investigated.Good Reason means:
 
    
    without Mr. McCormicks prior written consent, a reduction in his then current base
salary;
 
    
    without Mr. McCormicks prior written consent, the assignment to him of duties
substantially and materially inconsistent with the position and nature of his
employment as set forth in the employment agreement; or
 8




---



##### Table of Contents




    
    without Mr. McCormicks prior written consent, a relocation of his place of
employment outside of Orange County, California.
   
    
    merger or consolidation in which securities possessing more than fifty percent (50%)
of the total combined voting power of the Companys outstanding securities are
transferred to a person or persons different from the persons holding those securities
immediately prior to such transaction; or
 
    
    the sale, transfer or other disposition of all or substantially all of the Companys
assets in complete liquidation or the Companys dissolution.
   Employment Agreement with Mr. Lanigan
    9




---



##### Table of Contents




    
    accrued but unpaid salary and benefits through the date of termination;
 
    
    a severance payment in an amount equal to six months of his then-current base
salary;
 
    
    a prorated payment equal to the target bonus amount for which he would be eligible
for the year in which such resignation or termination occurred, and
 
    
    continuation of certain insurance benefits for six months.
   
    
    accrued but unpaid salary and benefits through the date of termination;
 
    
    a severance payment in an amount equal to 12 months of his then-current base salary;
 
    
    payment equal to the target bonus amount for which he would be eligible for the year
in which such resignation or termination occurred; and
 
    
    continuation of certain insurance benefits for 12 months.
   Employment Agreement with Mr. Abbott
  Bonus Plan
   10




---



##### Table of Contents



Stock Option Plan and Certain Other Compensation
   11




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market ValueUnderlying
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    Shares or
    
    
    of Shares orUnexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    Option
    
    
    Units of Stock
    
    
    Units of StockOptions (#)
    
    
    Options (#)
    
    
    Price
    
    
    Expiration
    
    
    That Have
    
    
    That HaveName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date
    
    
    Not Vested (#)
    
    
    Not Vested ($)Paul J. McCormick
    
    
    22,500
    
    
    
    
    
    
    $
    0.33
    
    
    
    4/18/20177,500
    
    
    
    
    
    
    $
    0.29
    
    
    
    5/19/201850,000
    
    
    
    
    
    
    $
    0.22
    
    
    
    5/20/2019100,000
    (1)
    
    $
    0.38
    
    
    
    5/17/2020150,000
    (2)
    
    $
    70,000
    (3)Richard P. Lanigan
    
    
    11,806
    
    
    
    
    
    
    $
    2.57
    
    
    
    5/14/201113,194
    
    
    
    
    
    
    $
    2.57
    
    
    
    5/14/201113,890
    
    
    
    
    
    
    $
    1.01
    
    
    
    8/2/201111,110
    
    
    
    
    
    
    $
    1.01
    
    
    
    8/2/201122,917
    
    
    
    
    
    
    $
    0.91
    
    
    
    5/31/201214,583
    
    
    
    
    
    
    $
    0.91
    
    
    
    5/31/201274,332
    
    
    
    
    
    
    $
    0.32
    
    
    
    1/7/201358,802
    
    
    
    
    
    
    $
    0.32
    
    
    
    1/7/201383,333
    
    
    
    
    
    
    $
    0.70
    
    
    
    6/24/201316,667
    
    
    
    
    
    
    $
    0.70
    
    
    
    6/24/201350,000
    
    
    
    
    
    
    $
    1.03
    
    
    
    2/26/201475,000
    
    
    
    
    
    
    $
    0.54
    
    
    
    1/14/2015100,000
    
    
    
    
    
    
    $
    0.50
    
    
    
    3/21/2016112,500
    
    
    
    37,500
    (4)
    
    $
    0.30
    
    
    
    1/3/2017152,778
    
    
    
    97,222
    (5)
    
    $
    0.13
    
    
    
    2/23/201963,779
    (6)
    
    $
    17,858
    (3)William R. Abbott
    
    
    100,000
    
    
    
    
    
    
    $
    0.49
    
    
    
    5/15/201675,000
    
    
    
    25,000
    (4)
    
    $
    0.30
    
    
    
    1/3/2017106,944
    
    
    
    68,056
    (5)
    
    $
    0.13
    
    
    
    2/23/201951,539
    (6)
    
    $
    14,431
    (3)
 
 (1)
    
    Options vest on first anniversary of date of grant.(2)
    
    300,000 shares vest in two equal installments one each of the first two anniversaries of
the date of grant, which was July 1, 2009. 100,000 shares vest in on the first
anniversary of the date of grant, which was May 17, 2010.(3)
    
    Based on a closing price of $0.28 per share on December 31, 2010.(4)
    
    Options vest at 25% per year on each of the first four anniversaries of the date of grant.(5)
    
    Options vest one-third on the first anniversary of the grant date with the remaining
two-thirds vesting on a monthly basis thereafter. 12




---



##### Table of Contents



(6)
    
    33% of the shares vest on the first and second anniversaries of the date of grant and 34%
of the shares vest on the third anniversary of the date of grant. Director Compensation
      Fees Earnedor Paid
    
    
    OptionName
    
    in Cash ($)
    
    
    Awards ($)(1)
    
    
    Total ($)Paul J. McCormick (2)
    
    $
    
    
    
    $
    
    
    
    $
    Raymond W. Cohen
    
    $
    42,250
    
    
    $
    14,500
    
    
    $
    56,750Ann T. Sabahat
    
    $
    36,750
    
    
    $
    14,500
    
    
    $
    51,250Marvin J. Slepian, M.D.
    
    $
    20,500
    
    
    $
    14,500
    
    
    $
    35,000Gregory D. Waller
    
    $
    39,750
    
    
    $
    14,500
    
    
    $
    54,250
 
 (1)
    
    The amounts shown are the grant date fair value of option awards
granted in the year indicated as computed in accordance with FASB ASC
Topic 718. For a discussion of valuation assumptions used to determine
the grant date fair values in 2010, see Note 2, Summary of
Significant Accounting Policies  Summary of Assumptions and
Activity, to the Companys Notes to Consolidated Financial Statements
included in the Original Filing.(2)
    
    The fees reflected in this table are for each persons service on the
Companys Board. Mr. McCormick draws no compensation for his
service on the Companys Board. Please see the Summary
Compensation Table above for a more complete description of Mr.
McCormicks compensation. 13




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
    
    each person known to the Company to be the beneficial owner of more than 5% of the
Companys outstanding Common Stock;
 
    
    each named executive officer;
 
    
    each of the Companys directors; and
 
    
    all executive officers and directors as a group.
 Shares of Common StockBeneficially Owned(1)PercentageName and Address of Beneficial Owner(2)
    
    Number
    
    
    Ownership(3)5% Shareholders:Perkins Capital Management, Inc.(4)
    
    
    11,325,000
    
    
    
    24.3
    %Non-Employee Directors:Raymond W. Cohen (5)
    
    
    65,000
    
    
    
    *Ann T. Sabahat(6)
    
    
    122,500
    
    
    
    *Marvin J. Slepian, M.D.(7)
    
    
    252,500
    
    
    
    *Gregory D. Waller(8)
    
    
    130,000
    
    
    
    *Named Executive Officers:Paul J. McCormick(9)
    
    
    1,158,926
    
    
    
    2.5
    %Richard P. Lanigan(10)
    
    
    1,090,029
    
    
    
    2.3
    %William R. Abbott(11)
    
    
    397,288
    
    
    
    *All directors and executive officers as a group (7 persons)(12)
    
    
    3,216,243
    
    
    
    6.6
    %
 
 *
    
    Less than 1%.(1)
    
    Except as otherwise indicated and subject to applicable community property and similar laws, the
table assumes that each named owner has the sole voting and investment power with respect to such
owners shares (other than shares subject to options). Shares of the Companys Common Stock
subject to options currently exercisable or exercisable within 60 days of March 25, 2011 are deemed
outstanding for purposes of computing the beneficial ownership by the person holding such options,
but are not deemed outstanding for purposes of computing the percentage beneficially owned by any
other person.(2)
    
    Unless otherwise indicated, the principal address of each of the shareholders above is
Cardiogenesis Corporation, 11 Musick, Irvine, California, 92618.(3)
    
    Percentage ownership is based on 46,638,421 shares of Common Stock outstanding as of March 25, 2011.(4)
    
    The number of shares of Common Stock beneficially owned or of record has been determined solely
from information reported on a Schedule 13G/A filed with the SEC on February 9, 2011. The business
address of Perkins Capital Management, Inc. is 730 East Lake Street, Wayzata, Minnesota, 55391.(5)
    
    Consists of shares of Common Stock subject to stock options that are exercisable within 60 days of
March 25, 2011.(6)
    
    Consists of shares of Common Stock subject to stock options that are exercisable within 60 days of
March 25, 2011. 14




---



##### Table of Contents



(7)
    
    Consists of shares of Common Stock subject to stock options that are exercisable within 60 days of
March 25, 2011.(8)
    
    Consists of shares of Common Stock subject to stock options that are exercisable within 60 days of
March 25, 2011.(9)
    
    Includes 180,000 shares of Common Stock subject to stock options that are exercisable within 60
days of March 25, 2011.(10)
    
    Includes 858,134 shares of Common Stock subject to stock options that are exercisable within 60
days of March 25, 2011.(11)
    
    Includes 331,250 shares of Common Stock subject to stock options that are exercisable within 60
days of March 25, 2011.(12)
    
    Represents shares of Common Stock beneficially owned by all directors, named executive officers,
and the Companys other executive officers as of March 25, 2011, as a group. Includes 1,939,384
shares of Common Stock subject to options that are exercisable within 60 days of March 25, 2011.  
 EQUITY
COMPENSATION PLANS
  (a)
    
    
    (b)
    
    
    (c)
    
    
    (d)Number ofSecuritiesRemainingAvailable for FutureNumber of
    
    
    
    
    
    
    Issuance underSecurities to be
    
    
    
    
    
    
    EquityIssued upon
    
    
    Weighted-Average
    
    
    CompensationExercise of
    
    
    Exercise Price of
    
    
    Plans (Excluding
    
    
    Total of SecuritiesOutstanding
    
    
    Outstanding
    
    
    Securities Reflected
    
    
    Reflected inPlan Category
    
    Options
    
    
    Options
    
    
    in Column (a))
    
    
    Columns (a) and (c)Equity compensation
plans approved by
security holders(1)
    
    
    3,200,134
    
    
    
    0.43
    
    
    
    3,862,623
    
    
    
    7,062,757
 
 (1)
    
    Consists of: (i) the Stock Option Plan and the Director Stock Option Plan and (ii) the Employee
Stock Purchase Plan. The Board of Directors suspended the Employee Stock Purchase Plan effective
May 15, 2009. There are currently no shares available for issuance under the Employee Stock
Purchase Plan. Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Determination of Director Independence
  Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services.
   15




---



##### Table of Contents



Windes &McClaughryAccountancy
    
    
    KMJ Corbin &Corp
    
    
    Company LLP2010
    
    
    2010(3)
    
    
    2009Audit Fees(1)
    
    $
    12,000
    
    
    $
    81,500
    
    
    $
    93,500Audit-Related Fees
    
    
    
    
    
    
    
    
    
    
    Tax Fees(2)
    
    
    
    
    
    $
    19,515
    
    
    $
    16,010All Other Fees
    
    
    
    
    
    $
    2,000
    
    
    
    Total Fees
    
    $
    12,000
    
    
    $
    103,015
    
    
    $
    109,510
 
 (1)
    Represents amounts paid for professional services rendered for the audit of the Companys
financial statements for such periods and the review of the financial statements included in the
Companys Quarterly Reports during such periods.
 (2)
    Represents amounts paid for tax compliance services, including filing tax returns and
estimated tax payments.
 (3)
    Represents fees billed to the Company by KMJ as the Companys independent registered
public accounting firm through September 30, 2010.
   16




---



##### Table of Contents



Item 15. Exhibits.
 EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification of the Principal Executive Officer pursuant
to Rule 13a-14(a) of Securities Exchange Act of 193431.2
    
    Certification of the Principal Financial Officer pursuant
to Rule 13a-14(a) of Securities Exchange Act of 193432.1
    
    Certifications of the Principal Executive Officer and
Principal Financial Officer pursuant to Rule
13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934
and18 U.S.C. Section 1350
 17




---



##### Table of Contents



SIGNATURES
  CARDIOGENESIS CORPORATIONBy:
    /s/ PAUL J. MCCORMICKPaul J. McCormickExecutive Chairman  18