##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-KSB/A
 Amendment No. 1
 ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 Commission file number: 0-28288
 
 Cardiogenesis Corporation
 (Name of small business issuer in its charter)
 California
    
    77-0223740(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)11 Musick, Irvine, CA
    
    92618(Address of principal executive offices)
    
    Zip Code
 (949) 420-1800
(Issuers telephone number)
 
 Securities registered under Section 12(g) of the Exchange Act:
 Common Stock, no par value  (Title of Class)
 
  þ o
 o
  o þ
      o þ




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##### 



INDEX TO FORM 10-KSB/A
 PagePART IIIItem 9.
    
    Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance With Section 16(a) of the Exchange Act
    
    
    2Item 10.
    
    Executive Compensation
    
    
    5Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
    
    
    11Item 12.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    13Item 13.
    
    Exhibits
    
    
    13Item 14.
    
    Principal Accountant Fees and Services
    
    
    16Signatures
    
    
    
    
    17EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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EXPLANATORY NOTE
  1




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PART III
 
 Item 9.
    
    Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act.
 Executive Officers
  Name
    
    Age
    
    PositionRichard P. Lanigan
    
    
    48
    
    
    PresidentWilliam R. Abbott
    
    
    50
    
    
    Senior Vice President, Chief Financial Officer,
Secretary and TreasurerCharles J. Scarano
    
    
    45
    
    
    Senior Vice President of Worldwide MarketingGerard A. Arthur
    
    
    48
    
    
    Senior Vice President of OperationsJohn P. McIntyre
    
    
    41
    
    
    Vice President of Scientific and Regulatory Affairs
 Richard P. Lanigan
 William R. Abbott
 Charles J. Scarano
 2




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Gerard A. Arthur
 John P. McIntyre
 Board of Directors
   Name
    
    Age
    
    PositionGary S. Allen, M.D.
    
    
    41
    
    
    DirectorPaul J. McCormick
    
    
    53
    
    
    DirectorRobert L. Mortensen
    
    
    72
    
    
    DirectorMarvin J. Slepian, M.D.
    
    
    51
    
    
    Chief Scientific Officer, DirectorGregory D. Waller
    
    
    57
    
    
    Director
 Gary S. Allen, MD
 3




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Paul J. McCormick
 Robert L. Mortensen
 Marvin J. Slepian, M.D.
 Gregory D. Waller
 Audit Committee Financial Expert
  4




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
     Code of Ethics
  
 Item 10. Director and Executive Officer Compensation.
 Executive Officer Compensation
  Summary Compensation Table
 Option
    
    All OtherFiscal
    
    Salary
    
    Bonus
    
    Awards ($)
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    (1)
    
    ($)
    
    ($)Joseph R. Kletzel, II (2)
    
    
    2006
    
    
    $
    141,250
    
    
    
    
    
    
    $
    11,250
    
    
    $
    846
    
    
    $
    153,346Former Interim Chief
Executive Officer, Interim
Chief Operating Officer, and
Executive Chairman of the
BoardRichard P. Lanigan (3) President
    
    
    2006
    
    
    $
    264,688
    
    
    
    
    
    
    $
    14,703
    
    
    $
    1,168
    
    
    $
    280,559
 5




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Option
    
    All OtherFiscal
    
    Salary
    
    Bonus
    
    Awards ($)
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    (1)
    
    ($)
    
    ($)Michael J.
Quinn (4) 
Former Chief Executive
Officer, President, Chairman
of the Board
    
    
    2006
    
    
    $
    214,043
    
    
    
    
    
    
    $
    140,501
    
    
    $
    136,254
    
    
    $
    490,798Gerard A.
Arthur (3) Senior Vice President of
Operations

    
    
    2006
    
    
    $
    188,153
    
    
    
    
    
    
    $
    5,464
    
    
    $
    708
    
    
    $
    194,325Larry J.
Czapla (5) Former Senior Vice President
of Worldwide Sales

    
    
    2006
    
    
    $
    211,858
    
    
    
    
    
    
    $
    25,889
    
    
    $
    33,504
    
    
    $
    271,251Henry R.
Rossell (6) Former Senior Vice President
of Domestic Sales

    
    
    2006
    
    
    $
    301,745
    
    
    
    
    
    
    $
    8,090
    
    
    $
    26,360
    
    
    $
    336,195Charles J.
Scarano (3) Senior Vice President of
Worldwide Marketing

    
    
    2006
    
    
    $
    180,000
    
    
    
    
    
    
    $
    16,292
    
    
    $
    826
    
    
    $
    197,118
 
 (1)
    
    This column reflects the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of stock options granted to
each of the named executives, in 2006 as well as prior years, in accordance with SFAS 123R.
Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related
to service-based vesting conditions. These amounts reflect the Companys accounting expense
for these awards, and do not correspond to the actual value that will be recognized by the
named executive.(2)
    
    Mr. Kletzel died on January 15, 2007. Mr. Kletzels Salary includes $125,000 related to
compensation paid to him while he served as interim Chief Operating Officer from May to July
2006 and also as interim Chief Executive Officer from July to November 2006. All Other
Compensation represents life insurance premiums.(3)
    
    All Other Compensation represents life insurance premiums.(4)
    
    Mr. Quinns employment was terminated by the Company on July 12, 2006. Mr. Quinns Option
Awards reflect stock-based compensation expense in 2006, excluding the impact of estimated
forfeitures, of $128,583 related to the accelerated vesting of
approximately 208,000 shares and modification of the original
terms for all the options that he was allowed to retain. Mr. Quinns Other Compensation includes $45,342 in accrued vacation
pay owed to him upon termination of his employment, $11,450 related to reimbursed country
club membership dues and $758 in personal life insurance premiums. Other Compensation also
includes $27,704 representing the portion paid in 2006 to Mr. Quinn for severance benefits,
which was part of a total severance benefits payable to Mr. Quinn totaling approximately
$500,000 payable through October 2009. In addition, Other Compensation also includes $51,000
paid directly to Mr. Quinns counsel as attorneys fees. See, Payments upon Termination or
Change of Control.(5)
    
    Mr. Czaplas employment was terminated by the
Company on July 13, 2006. In 2006, Mr. Czapla received
an award of 150,000 options at an option price of $0.47 vesting over
12 months and an award of 50,000 options at an option price of $0.50 vesting over 36 months.
All of these options expired unexercised in accordance with their
terms 90 days following the termination of his employment. Mr. Czaplas Other Compensation includes $19,231 related to
severance payments paid to him in 2006, $7,500 related to an auto allowance, $6,250 in
accrued vacation pay owed to him upon termination of his employment, and $523 in life
insurance premiums.(6)
    
    Mr. Rossells employment was terminated by the
Company on November 30, 2006. In 2006, Mr. Rossell received
the following option grants, each with one year from grant date
vesting terms: 3,750 options at an option price of $0.44, 500 options at an option price of
$0.47, 500 options at an option price of $0.58, 500 options at an
option price of $0.25 and 500 options at an option price of $0.38.
All of these options expired unexercised in accordance with their terms
90 days following the termination of his employment. Mr. Rossells Other Compensation includes $21,538 related to vacation 6




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pay owed to him upon termination of his employment, $4,000 related to an auto allowance, and $822
in life insurance premiums. Option Grants in Fiscal Year 2006
  Outstanding Equity Awards at Fiscal Year-End
 EquityIncentivePlan Awards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    Option Exercise
    
    OptionOptions (#)
    
    Options (#)
    
    Unearned
    
    Price
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    ($)
    
    DateRichard P. Lanigan
    
    
    7,500
    
    
    
    
    
    
    
    
    
    
    $
    8.75
    
    
    
    1/17/20076,500
    
    
    
    
    
    
    
    
    
    
    $
    6.94
    
    
    
    2/20/20084,000
    
    
    
    
    
    
    
    
    
    
    $
    10.75
    
    
    
    3/13/20085,000
    
    
    
    
    
    
    
    
    
    
    $
    7.44
    
    
    
    8/10/200810,548
    
    
    
    
    
    
    
    
    
    
    $
    8.75
    
    
    
    5/4/20091,452
    
    
    
    
    
    
    
    
    
    
    $
    8.75
    
    
    
    5/4/200917,533
    
    
    
    
    
    
    
    
    
    
    $
    6.06
    
    
    
    12/15/20093,467
    
    
    
    
    
    
    
    
    
    
    $
    6.06
    
    
    
    12/15/200912,417
    
    
    
    
    
    
    
    
    
    
    $
    6.56
    
    
    
    4/11/201012,583
    
    
    
    
    
    
    
    
    
    
    $
    6.56
    
    
    
    4/11/20107,644
    
    
    
    
    
    
    
    
    
    
    $
    1.38
    
    
    
    11/28/201017,356
    
    
    
    
    
    
    
    
    
    
    $
    1.38
    
    
    
    11/28/201011,806
    
    
    
    
    
    
    
    
    
    
    $
    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
    
    
    
    1/14/201525,000
    
    
    
    75,000
    (1)
    
    
    
    
    
    $
    0.50
    
    
    
    3/21/2016Michael J.
Quinn
(2)
    
    
    89,008
    
    
    
    
    
    
    
    
    
    
    $
    0.32
    
    
    
    10/12/2009150,000
    
    
    
    
    
    
    
    
    
    
    $
    0.70
    
    
    
    10/12/2009200,000
    
    
    
    
    
    
    
    
    
    
    $
    0.54
    
    
    
    10/12/2009250,000
    
    
    
    
    
    
    
    
    
    
    $
    0.50
    
    
    
    10/12/2009Gerard A.
Arthur
    
    
    708
    
    
    
    
    
    
    
    
    
    
    $
    8.00
    
    
    
    10/23/20071,000
    
    
    
    
    
    
    
    
    
    
    $
    8.75
    
    
    
    5/4/20094,500
    
    
    
    
    
    
    
    
    
    
    $
    6.06
    
    
    
    12/15/20091,000
    
    
    
    
    
    
    
    
    
    
    $
    4.00
    
    
    
    7/11/201011,000
    
    
    
    
    
    
    
    
    
    
    $
    2.89
    
    
    
    6/15/2011
 7




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EquityIncentivePlan Awards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    Option Exercise
    
    OptionOptions (#)
    
    Options (#)
    
    Unearned
    
    Price
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    ($)
    
    Date7,500
    
    
    
    
    
    
    
    
    
    
    $
    1.19
    
    
    
    9/5/20115,000
    
    
    
    
    
    
    
    
    
    
    $
    0.70
    
    
    
    1/18/201210,000
    
    
    
    
    
    
    
    
    
    
    $
    0.84
    
    
    
    6/13/201265,849
    
    
    
    
    
    
    
    
    
    
    $
    0.32
    
    
    
    1/7/201310,000
    
    
    
    
    
    
    
    
    
    
    $
    0.70
    
    
    
    6/24/201320,000
    
    
    
    
    
    
    
    
    
    
    $
    1.03
    
    
    
    2/26/201440,000
    
    
    
    
    
    
    
    
    
    
    $
    0.54
    
    
    
    1/14/201512,500
    
    
    
    37,500
    (1)
    
    
    
    
    
    $
    0.50
    
    
    
    3/21/2016Henry R. Rossell
(3)
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    0.32
    
    
    
    1/7/201350,000
    
    
    
    
    
    
    
    
    
    
    $
    0.70
    
    
    
    6/24/201350,000
    
    
    
    
    
    
    
    
    
    
    $
    1.03
    
    
    
    2/26/201475,000
    
    
    
    
    
    
    
    
    
    
    $
    0.54
    
    
    
    1/14/20153,750
    
    
    
    
    
    
    
    
    
    
    $
    0.61
    
    
    
    8/9/20152,500
    
    
    
    
    
    
    
    
    
    
    $
    0.54
    
    
    
    9/2/20155,000
    
    
    
    
    
    
    
    
    
    
    $
    0.49
    
    
    
    9/27/2015Charles J. Scarano
    
    
    41,667
    
    
    
    8,333
    (1)
    
    
    
    
    
    $
    0.64
    
    
    
    6/7/201410,000
    
    
    
    5,000
    (1)
    
    
    
    
    
    $
    0.59
    
    
    
    12/31/201415,000
    
    
    
    
    
    
    
    
    
    
    $
    0.54
    
    
    
    1/14/201525,000
    
    
    
    75,000
    (1)
    
    
    
    
    
    $
    0.50
    
    
    
    3/21/2016
 
 (1)
    
    Options vest monthly over a 36 month period following the date of grant.(2)
    
    On October 24, 2006, the Company and Michael J. Quinn entered into a settlement agreement
pursuant to which the parties agreed to settle certain disputes between them relating to the
termination of Mr. Quinns employment. In accordance with the agreement, Mr. Quinn was
entitled to retain previously issued stock options. In 2006, Mr. Quinn was awarded options
to purchase 250,000 shares with the original monthly vesting term over a 36 month period
expiring on 3/21/2016. However, based on the settlement agreement, on October 12, 2006,
these options were fully vested and the expiration date was changed to 10/12/2009. See,
Payments upon Termination or Change of Control.(3)
    
    Henry R. Rossells employment was terminated on November 30, 2006, and all options granted
to him expired 90 days following the date of his termination in accordance with their terms.
Mr. Rossell did not exercise any of these options prior to cancellation. Employment Contracts of Executive Officers; Payments Upon Termination or Change of Control
    8




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Director Compensation
        9




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Director Compensation
 Fees Earned
    
    Option
    
    All OtherOr Paid
    
    Awards
    
    Compensation
    
    TotalName
    
    In Cash
    ($)
    ($)
    ($)
    ($)Gary S. Allen, M.D.
    
    $
    17,000
    
    
    $
    4,550
    
    
    $
    51,000
    (1)
    
    $
    72,550Paul J. McCormick (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert L. Mortensen
    
    $
    16,500
    
    
    $
    1,531
    
    
    
    
    
    
    $
    18,031Gregory D. Waller (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marvin J. Slepian, M.D
    
    $
    17,000
    
    
    $
    3,800
    
    
    
    
    
    
    $
    20,800
 
 (1)
    
    Represents fees we paid Gary S. Allen, M.D. for his consulting services and involvement in
our TMR and Pearl studies.(2)
    
    On April 18, 2007, Paul J. McCormick was elected to serve as a Director and therefore, he
did not receive any compensation during 2006.(3)
    
    On April 1, 2007, Gregory D. Waller was elected to serve as a Director and therefore, he
did not receive any compensation during 2006. 10




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Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
    
    each person know to us to be the beneficial owner of more than 5% of our outstanding common stock;
    
    each named executive officer;
    
    each of our directors; and
    
    all executive officers and directors as a group.
  Shares of Common StockBeneficially Owned(1)PercentageName and Address of Beneficial Owner
    
    Number
    
    Ownership(2)5% Shareholders:Perkins
Capital Management, Inc. (3)
    
    
    6,342,550
    
    
    
    14.0
    %730 East Lake StreetWayzata, MN 55391Non-Employee Directors:Gary S. Allen, M.D.(4)
    
    
    430,525
    
    
    
    *Paul J. McCormick (5)
    
    
    159,500
    
    
    
    *Robert L. Mortensen (6)
    
    
    183,696
    
    
    
    *Marvin J.
Slepian, M.D. (7)
    
    
    137,500
    
    
    
    *Gregory D. Waller (8)
    
    
    
    
    
    
    Named Executive Officers:Richard P. Lanigan (9)
    
    
    666,788
    
    
    
    1.5
    %Michael J. Quinn (10)
    
    
    1,091,658
    
    
    
    2.4
    %Gerard A. Arthur (11)
    
    
    201,401
    
    
    
    *Charles J. Scarano (12)
    
    
    115,972
    
    
    
    *All directors and executive officers as a group (14 persons)(13)
    
    
    3,250,842
    
    
    
    6.9
    %
 
 *
    
    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). Amount shares
beneficially owned includes shares which are subject to options that are currently, or within
sixty days following April 19, 2007, will be, exercisable.(2)
    
    Percentage ownership is based on 45,273,701 shares of Common Stock outstanding as of April
19, 2007.(3)
    
    The number of shares of Common Stock beneficially owned or of record has been determined
solely from information reported on a Schedule 13G as of January 12, 2007.(4)
    
    Includes 26,875 shares of Common Stock subject to stock options held by Dr. Allen that are
exercisable within 60 days of April 19, 2007. 11




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(5)
    
    Paul J. McCormick was granted 22,500 options upon his appointment to serve as a Director.
Mr. McCormicks options are subject to the option vest 1/3 rd per year through April 18,
2010. Therefore, there are no shares exercisable within 60 days of April 19, 2007.(6)
    
    Includes 157,500 shares of Common Stock subject to stock options held by Mr. Mortensen that
are exercisable within 60 days of April 19, 2007.(7)
    
    Includes 137,500 shares of Common Stock subject to stock options held by Dr. Slepian that
are exercisable within 60 days of April 19, 2007.(8)
    
    Gregory D. Waller was granted 22,500 options upon his appointment to serve as a Director.
Mr. Wallers options are subject to the option vest 1/3rd per year through April 1, 2010.
Therefore, there are no shares exercisable within 60 days of April 19, 2007.(9)
    
    Includes 583,023 shares of Common Stock subject to stock options held by Mr. Lanigan that
are exercisable within 60 days of April 19, 2007.(10)
    
    Mr. Quinns employment was terminated on July 12, 2006. His address is 18 Rolfes Lane,
Newbury, MA 01951. Includes 689,008 shares of Common Stock subject to stock options held by
Mr. Quinn that are exercisable within 60 days of April 19, 2007.(11)
    
    Includes 196,001 shares of Common Stock subject to stock options held by Mr. Arthur that
are exercisable within 60 days of April 19, 2007.(12)
    
    Includes 115,972 shares of Common Stock subject to stock options held by Mr. Scarano that
are exercisable within 60 days of April 19, 2007.(13)
    
    Represents shares of Common Stock beneficially owned by all directors, named executive
officers, and our other executive officers as of April 19, 2007, as a group. Includes
options to purchase an aggregate of 2,047,684 shares of Common Stock exercisable within 60
days of April 19, 2007. Equity Compensation Plan Information
  (a)
    
    
    
    
    
    (c)Number of Securities
    
    (b)
    
    Number of Securitiesto be Issued
    
    Weighted Average
    
    Remaining Available for
    
    (d)Upon Exercise of
    
    Exercise Price of
    
    Issuance Under Equity
    
    Total of SecuritiesOutstanding Options,
    
    Outstanding Options
    
    Compensation Plans (Excluding
    
    Reflected in ColumnsPlan Category
    
    Warrants and Rights
    
    Warrants and Rights
    
    Securities Reflected in Column (a))
    
    (a) and (c)Stock Option
Plans Approved by
Shareholders(1)
    
    
    3,491,000
    
    
    $
    0.89
    
    
    
    4,822,000
    
    
    
    8,313,000Employee Stock
Purchase Plan
Approved by
Shareholders(2)
    
    
    
    
    
    
    
    
    
    
    267,743
    
    
    
    267,743Equity Compensation
Plans Not Approved
by Shareholders(3)
    
    
    6,015,000
    
    
    $
    0.97
    
    
    
    N/A
    
    
    
    6,015,000Total
    
    
    9,506,000
    
    
    $
    0.94
    
    
    
    5,089,743
    
    
    
    14,595,743
 
 (1)
    
    Consists of the Cardiogenesis Corporation Stock Option Plan and Director Stock Option Plan.(2)
    
    Consists of the Cardiogenesis Corporation Employee Stock Purchase Plan. The Employee Stock
Purchase Plan enables employees to purchase the our common stock at a 15% discount to the
lower of market value at the beginning or end of each six month offering period. As such,
the number of shares that may be issued pursuant to the Employee Stock Purchase Plan during a
given six month period and the purchase price of such shares cannot be determined in advance.(3)
    
    Consists of 275,000 shares of common stock subject to warrants having exercise prices
ranging from $0.35 to 12




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##### Table of Contents



$0.44 per share issued to a lender in connection with a credit
facility, 3,100,000 shares of common stock
subject to warrants having an exercise price of $1.37 issued to investors in connection with a
private equity offering, and 2,640,000 shares of common stock subject to warrants having an
exercise price of $0.50 per share issued to a lender in connection with a secured convertible
note financing transaction. 
 Item 12. Certain Relationships and Related Transactions, and Director Independence.
   
 Item 13. Exhibits
 Exhibit No.
    
    Description3.1.1(1)
    
    Restated Articles of Incorporation, as filed with the California Secretary of State on May 1, 19963.1.2(2)
    
    Certificate of Amendment of Restated Articles of Incorporation, as filed with California
Secretary of State on July 18, 20013.1.3(3)
    
    Certificate of Determination of Preferences of Series A Preferred Stock, as filed with the
California Secretary of State on August 23, 20013.1.4(4)
    
    Certificate of Amendment of Restated Articles of Incorporation, as filed with the
California Secretary of State on January 23, 20043.2(5)
    
    Amended and Restated Bylaws4.1(6)
    
    Third Amendment to Rights Agreement, dated October 26, 2004, between the Company and
Equiserve Trust Company N.A.4.2(7)
    
    Second Amendment to Rights Agreement, dated as of January 21, 2004, between Cardiogenesis
Corporation and EquiServe Trust Company, N.A., as Rights Agent4.3(8)
    
    First Amendment to Rights Agreement, dated as of January 17, 2002, between Cardiogenesis
Corporation and EquiServe Trust Company, N.A., as Rights Agent4.4(9)
    
    Rights Agreement, dated as of
August 17, 2001, between Cardiogenesis Corporation and EquiServe Trust Company, N.A., as Rights Agent4.5(10)
    
    Securities Purchase Agreement, dated as of January 21, 2004, by and among Cardiogenesis
Corporation and each of the investors identified therein4.6(11)
    
    Registration Rights Agreement, dated as of January 21, 2004, by and among Cardiogenesis
Corporation and the investors identified therein4.7(12)
    
    Form of Common Stock Purchase Warrant, dated January 21, 2004, having an exercise price of
$1.37 per share4.8(13)
    
    Securities Purchase Agreement, dated October 26, 2004, between the Company and Laurus
Master Fund, Ltd.4.9(14)
    
    Secured Convertible Term Note, dated October 26, 2004, in favor of Laurus Master Fund, Ltd.4.10(15)
    
    Registration Rights Agreement, dated October 26, 2004, between the Company and Laurus
Master Fund, Ltd.4.11(16)
    
    Common Stock Purchase Warrant, dated October 26, 2004, in favor of Laurus Master Fund,
Ltd.
 13




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##### Table of Contents



Exhibit No.
    
    Description4.12(17)
    
    Security Agreement, dated October 26, 2004, in favor of Laurus Master Fund, Ltd.10.1(18)*
    
    Form of Indemnification Agreement by and between the Company and each of its officers and
directors10.2(19)*
    
    Stock Option Plan, as amended and restated July 200510.3(20)*
    
    Director Stock Option Plan, as amended and restated July 200510.4(21)*
    
    Employee Stock Purchase Plan, as amended and restated July 200510.5(22)
    
    Lease for the Companys executive offices in Irvine, California10.6(23)*
    
    401(k) Plan, as restated January 1, 200510.8(24)*
    
    Description of the Stock Option Plan10.9(25)*
    
    Description of the Director Stock Option Plan10.10(26)*
    
    Form of Stock Option Agreement for Executive Officers under the Stock Option Plan10.11(27)*
    
    Form of Grant Notice under the Stock Option Plan10.12(28)*
    
    Form of Stock Option Agreement for Directors under the Director Stock Option Plan10.13(29)*
    
    Form of Grant Notice under the Director Stock Option Plan10.14(30)*
    
    Settlement Agreement and General Release between the Registrant and Michael J. Quinn,
dated October 24, 200610.15(31)*
    
    Summary of Director Compensation10.16(32)*
    
    Summary of Executive Compensation21.1(33)
    
    List of Subsidiaries23.1(34)
    
    Consent of KMJ/Corbin & Company LLP31.1(35)
    
    Certification of the President pursuant to Rule 13a-14(a) of Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2(35)
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1(35)
    
    Certifications of the President and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Management contract, compensatory plan or arrangement(1)
    
    Incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form
S-1/A (File No. 33-03770), filed May 21, 1996(2)
    
    Incorporated by reference to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q
filed on August 14, 2001(3)
    
    Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed
on August 20, 2001(4)
    
    Incorporated by reference to Exhibit 3.1.4 to the Registrants Annual Report on Form 10-K
filed on March 10, 2004(5)
    
    Incorporated by reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K filed
on March 10, 2004 14




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##### Table of Contents



(6)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
October 28, 2004(7)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
January 26, 2004(8)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
January 18, 2002(9)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
August 20, 2001(10)
    
    Incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed
January 22, 2004(11)
    
    Incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed
January 22, 2004(12)
    
    Incorporated by reference to Exhibit 4.6 to the Registrants Current Report on Form 8-K filed
January 22, 2004(13)
    
    Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed
October 28, 2004(14)
    
    Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed
October 28, 2004(15)
    
    Incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed
October 28, 2004(16)
    
    Incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed
October 28, 2004(17)
    
    Incorporated by reference to Exhibit 4.6 to the Registrants Current Report on Form 8-K filed
October 28, 2004(18)
    
    Incorporated by reference to the Companys Registration Statement on Form S-1 (File No.
333-03770), as amended, filed April 18, 1996(19)
    
    Incorporated by reference to Exhibit 10.2 of the Registrants Annual Report on Form 10-K
filed on August 21, 2006(20)
    
    Incorporated by reference to Exhibit 10.3 of the Registrants Annual Report on Form 10-K
filed on August 21, 2006(21)
    
    Incorporated by reference to Exhibit 10.4 of the Registrants Annual Report on Form 10-K
filed on August 21, 2006(22)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 10-K
filed August 25, 2006(23)
    
    Incorporated by reference to Exhibit 10.6 to the Registrants Annual Report on Form 10-K
filed March 31, 2005(24)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(25)
    
    Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(26)
    
    Incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(27)
    
    Incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(28)
    
    Incorporated by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K
filed on August 4, 2005 15




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##### Table of Contents



(29)
    
    Incorporated by reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(30)
    
    Incorporated by reference to Exhibit 10.14 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(31)
    
    Incorporated by reference to Exhibit 10.15 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(32)
    
    Incorporated by reference to Exhibit 10.16 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(33)
    
    Incorporated by reference to Exhibit 21.1 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(34)
    
    Incorporated by reference to Exhibit 23.1 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(35)
    
    Filed herewith 
 Item 14. Principal Accountant Fees and Services.
  2006
    
    
    2005Audit Fees
    
    $
    95,000
    
    
    $
    83,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    95,000
    
    
    $
    83,000
  Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services
   16




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##### Table of Contents



CARDIOGENESIS CORPORATIONBy:
    /s/ Richard P. LaniganRichard P. LaniganPresident  Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant in the capacities and on the date
indicated.
 Signature
    
    Title
    
    Date/s/
Richard P. Lanigan

Richard P. Lanigan
    
    President (Principal
Executive Officer)
    
    April 30, 2007/s/ William R. Abbott

William R. Abbott
    
    Senior Vice President, Chief Financial 
Officer,
Secretary and Treasurer

(Principal Financial and

Accounting Officer)
    
    April 30, 2007/s/ Gary S. Allen, M.D.

Gary S. Allen, M.D.
    
    Director
    
    April 30, 2007/s/ Robert L. Mortensen

Robert L. Mortensen
    
    Director
    
    April 30, 2007/s/ Marvin J. Slepian, M.D.

Marvin J. Slepian, M.D.
    
    Director
    
    April 30, 2007
 17




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1.1(1)
    
    Restated Articles of Incorporation, as filed with the California Secretary of State on May
1, 19963.1.2(2)
    
    Certificate of Amendment of Restated Articles of Incorporation, as filed with California
Secretary of State on July 18, 20013.1.3(3)
    
    Certificate of Determination of Preferences of Series A Preferred Stock, as filed with the
California Secretary of State on August 23, 20013.1.4(4)
    
    Certificate of Amendment of Restated Articles of Incorporation, as filed with the
California Secretary of State on January 23, 20043.2(5)
    
    Amended and Restated Bylaws4.1(6)
    
    Third Amendment to Rights Agreement, dated October 26, 2004, between the Company and
Equiserve Trust Company N.A.4.2(7)
    
    Second Amendment to Rights Agreement, dated as of January 21, 2004, between Cardiogenesis
Corporation and EquiServe Trust Company, N.A., as Rights Agent4.3(8)
    
    First Amendment to Rights Agreement, dated as of January 17, 2002, between Cardiogenesis
Corporation and EquiServe Trust Company, N.A., as Rights Agent4.4(9)
    
    Rights Agreement, dated as of August 17, 2001, between Cardiogenesis Corporation and
EquiServe Trust Company, N.A., as Rights Agent4.5(10)
    
    Securities Purchase Agreement, dated as of January 21, 2004, by and among Cardiogenesis
Corporation and each of the investors identified therein4.6(11)
    
    Registration Rights Agreement, dated as of January 21, 2004, by and among Cardiogenesis
Corporation and the investors identified therein4.7(12)
    
    Form of Common Stock Purchase Warrant, dated January 21, 2004, having an exercise price of
$1.37 per share4.8(13)
    
    Securities Purchase Agreement, dated October 26, 2004, between the Company and Laurus
Master Fund, Ltd.4.9(14)
    
    Secured Convertible Term Note, dated October 26, 2004, in favor of Laurus Master Fund, Ltd.4.10(15)
    
    Registration Rights Agreement, dated October 26, 2004, between the Company and Laurus
Master Fund, Ltd.4.11(16)
    
    Common Stock Purchase Warrant, dated October 26, 2004, in favor of Laurus Master Fund,
Ltd.4.12(17)
    
    Security Agreement, dated October 26, 2004, in favor of Laurus Master Fund, Ltd.10.1(18)*
    
    Form of Indemnification Agreement by and between the Company and each of its officers and
directors10.2(19)*
    
    Stock Option Plan, as amended and restated July 200510.3(20)*
    
    Director Stock Option Plan, as amended and restated July 200510.4(21)*
    
    Employee Stock Purchase Plan, as amended and restated July 200510.5(22)
    
    Lease for the Companys executive offices in Irvine, California10.6(23)*
    
    401(k) Plan, as restated January 1, 2005
 18




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##### Table of Contents



Exhibit No.
    
    Description10.8(24)*
    
    Description of the Stock Option Plan10.9(25)*
    
    Description of the Director Stock Option Plan10.10(26)*
    
    Form of Stock Option Agreement for Executive Officers under the Stock Option Plan10.11(27)*
    
    Form of Grant Notice under the Stock Option Plan10.12(28)*
    
    Form of Stock Option Agreement for Directors under the Director Stock Option Plan10.13(29)*
    
    Form of Grant Notice under the Director Stock Option Plan10.14(30)*
    
    Settlement Agreement and General Release between the Registrant and Michael J. Quinn,
dated October 24, 200610.15(31)*
    
    Summary of Director Compensation10.16(32)*
    
    Summary of Executive Compensation21.1(33)
    
    List of Subsidiaries23.1(34)
    
    Consent of KMJ/Corbin & Company LLP31.1(35)
    
    Certification of the President pursuant to Rule 13a-14(a) of Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2(35)
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1(35)
    
    Certifications of the President and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Management contract, compensatory plan or arrangement(1)
    
    Incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form
S-1/A (File No. 33-03770), filed May 21, 1996(2)
    
    Incorporated by reference to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q
filed on August 14, 2001(3)
    
    Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed
on August 20, 2001(4)
    
    Incorporated by reference to Exhibit 3.1.4 to the Registrants Annual Report on Form 10-K
filed on March 10, 2004(5)
    
    Incorporated by reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K filed
on March 10, 2004(6)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
October 28, 2004(7)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
January 26, 2004(8)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
January 18, 2002(9)
    
    Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
August 20, 2001(10)
    
    Incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed
January 22, 2004 19




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##### Table of Contents



(11)
    
    Incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed
January 22, 2004(12)
    
    Incorporated by reference to Exhibit 4.6 to the Registrants Current Report on Form 8-K filed
January 22, 2004(13)
    
    Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed
October 28, 2004(14)
    
    Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed
October 28, 2004(15)
    
    Incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed
October 28, 2004(16)
    
    Incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed
October 28, 2004(17)
    
    Incorporated by reference to Exhibit 4.6 to the Registrants Current Report on Form 8-K filed
October 28, 2004(18)
    
    Incorporated by reference to the Companys Registration Statement on Form S-1 (File No.
333-03770), as amended, filed April 18, 1996(19)
    
    Incorporated by reference to Exhibit 10.2 of the Registrants Annual Report on Form 10-K
filed on August 21, 2006(20)
    
    Incorporated by reference to Exhibit 10.3 of the Registrants Annual Report on Form 10-K
filed on August 21, 2006(21)
    
    Incorporated by reference to Exhibit 10.4 of the Registrants Annual Report on Form 10-K
filed on August 21, 2006(22)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 10-K
filed August 25, 2006(23)
    
    Incorporated by reference to Exhibit 10.6 to the Registrants Annual Report on Form 10-K
filed March 31, 2005(24)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(25)
    
    Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(26)
    
    Incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(27)
    
    Incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(28)
    
    Incorporated by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(29)
    
    Incorporated by reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K
filed on August 4, 2005(30)
    
    Incorporated by reference to Exhibit 10.14 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(31)
    
    Incorporated by reference to Exhibit 10.15 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(32)
    
    Incorporated by reference to Exhibit 10.16 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(33)
    
    Incorporated by reference to Exhibit 21.1 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007 20




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##### Table of Contents



(34)
    
    Incorporated by reference to Exhibit 23.1 to the Registrants Annual Report on Form 10-KSB
filed on March 29, 2007(35)
    
    Filed herewith 21