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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington. D.C. 20549
 
 FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 TRANS1 INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    33-0909022(I.R.S. Employer Identification No.)
 411 Landmark Drive, Wilmington, North Carolina 28412-6303  (Address of Principal Executive Offices)
 
 Amended and Restated 2000 Stock Incentive Plan
2007 Stock Incentive Plan
2007 Employee Stock Purchase Plan  (Full title of the plans)
 
 Richard Randall
President and Chief Executive Officer
TranS1 Inc.
411 Landmark Drive
Wilmington, NC 28412-6303  (Name and address of agent for service)
 (910) 332-1700  (Telephone number, including area code, of agent for service)
 Bruce Feuchter, Esq.
Michael A. Hedge, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
 
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    
    Proposed MaximumTitle of Securities
    
    
    Amount to be
    
    
    
    Offering Price Per
    
    
    
    Aggregate Offering
    
    
    
    Amount Ofto be Registered
    
    
    Registered (1)
    
    
    
    Share
    
    
    
    Price
    
    
    
    Registration FeeCommon Stock,
$0.0001 par value
    
    
    
    2,119,684
    (2)
    
    
    $
    1.87
    (3)
    
    
    $
    3,963,809
    
    
    
    $
    121.68Common Stock,
$0.0001 par value
    
    
    
    195,750
    (4)
    
    
    $
    12.08
    (5)
    
    
    $
    2,364,660
    
    
    
    $
    72.60Common Stock,
$0.0001 par value
    
    
    
    1,204,250
    (6)
    
    
    $
    23.53
    (7)
    
    
    $
    28,336,002
    
    
    
    $
    869.92Common Stock,
$0.0001 par value
    
    
    
    250,000
    (8)
    
    
    $
    23.53
    (7)
    
    
    $
    5,882,500
    
    
    
    $
    180.59Total
    
    
    
    3,769,684
    
    
    
    $
    
    
    
    
    $
    40,546,971
    
    
    
    $
    1,244.79
 (1)
    
    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
this registration statement also covers any additional shares of common stock of TranS1 Inc.
that become issuable under its Amended and Restated 2000 Stock Incentive Plan, as amended (the
2000 Plan), 2007 Stock Incentive Plan (the 2007 Plan), or 2007 Employee Stock Purchase
Plan (the 2007 ESPP) by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that results in an increase
in the number of outstanding shares of our common stock.
 (2)
    
    For the sole purpose of calculating the registration fee, the number of shares to be
registered under this registration statement has been broken down into four subtotals. This
subtotal represents the sum of the shares issuable upon exercise of presently outstanding
options (options that have been granted as of the date of this registration statement) issued
under the 2000 Plan.
 (3)
    
    Represents the weighted average exercise price (rounded to the nearest cent) for outstanding
options under the 2000 Plan pursuant to Rule 457(h).
 (4)
    
    This subtotal represents the sum of the shares issuable upon exercise of presently
outstanding options (options that have been granted as of the date of this registration
statement) issued under the 2007 Plan.
 (5)
    
    Represents the weighted average exercise price (rounded to the nearest cent) for outstanding
options under the 2007 Plan pursuant to Rule 457(h).
 (6)
    
    Represents shares subject to options which are available for grant, but not yet granted, as
of the date of this registration statement, under the 2007 Plan.
 (7)
    
    In accordance with Rule 457(h), the aggregate offering price is estimated, solely for
purposes of calculating the registration fee, on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the average of the high and
low prices (rounded to the nearest cent) reported on The NASDAQ Global Market on November 7,
2007.
 (8)
    
    Represents shares subject to options which are available for grant, but not yet granted, as
of the date of this registration statement, under the 2007 ESPP.




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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Incorporation of Documents by Reference
     Description of Securities
  Interests of Named Experts and Counsel
  Indemnification of Directors and Officers
  2




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
    
    breach of a directors duty of loyalty to the corporation or its stockholders;
    
    act or omission not in good faith or that involves intentional misconduct or a
knowing violation of law;
 3




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
    
    unlawful payment of dividends or redemption of shares; or
    
    transaction from which the director derives an improper personal benefit.
      Exemption from Registration Claimed
  Exhibits.
  Item 9. Undertakings
     4




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Provided, however
     5




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SIGNATURES
 th
 TRANS1 INC.By:
    /s/ Richard RandallRichard RandallPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Richard Randall

Richard Randall
    
    President, Chief Executive
Officer and Director
(principal executive officer)
    
    November 7, 2007/s/ Michael Luetkemeyer

Michael Luetkemeyer
    
    Chief Financial Officer
(principal financial and
accounting officer)
    
    November 7, 2007
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Signature
    
    Title
    
    Date/s/ Michael Carusi

Michael Carusi
    
    Director
    
    November 7, 2007/s/ Mitchell Dann

Mitchell Dann
    
    Director
    
    November 7, 2007/s/ Jonathan Osgood

Jonathan Osgood
    
    Director
    
    November 7, 2007/s/ James Shapiro

James Shapiro
    
    Director
    
    November 7, 2007
 7




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EXHIBIT INDEX
 Number
    
    Description4.1
    
    Specimen common stock certificate (incorporated by
reference to Exhibit 4.1 to the Registration Statement on
Form S-1, as amended (File No. 333-144802), and as declared
effective on October 16, 2007).4.2
    
    Amended and Restated Certificate of Incorporation
of TranS1 Inc. (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form S-1, as amended (File No.
333-144802), and as declared effective on October 16, 2007).4.3
    
    Amended and Restated Bylaws of TranS1 Inc.
(incorporated by reference to Exhibit 3.4 to the Registration
Statement on Form S-1, as amended (File No. 333-144802), and
as declared effective on October 16, 2007).5.1
    
    Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation.23.1
    
    Consent of PricewaterhouseCoopers LLP, Independent
Registered Public Accounting Firm.23.2
    
    Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in Exhibit 5.1 hereto).24.1
    
    Power of Attorney (included on signature page to the
Registration Statement).99.1
    
    Amended and Restated 2000 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Registration
Statement on Form S-1, as amended (File No. 333-144802), and
as declared effective on October 16, 2007).99.2
    
    2007 Stock Incentive Plan (incorporated by reference
to Exhibit 10.3 to the Registration Statement on Form S-1, as
amended (File No. 333-144802), and as declared effective on
October 16, 2007).99.3
    
    2007 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.5 to the Registration Statement on
Form S-1, as amended (File No. 333-144802), and as declared
effective on October 16, 2007).