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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
 Amendment No. 1
  þ

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the fiscal year ended:
    December 31, 2008  OR
  o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from           to  Commission file number: 0-18338
 I-FLOW CORPORATION
 (Exact name of registrant as specified in its charter)
  Delaware

33-0121984(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)20202 Windrow Drive,
    Lake Forest, CA(Address of Principal
    Executive Offices)

92630(Zip Code) Registrants telephone number, including area code:
(949) 206-2700
  Securities registered under Section 12(b) of the
    Exchange Act:
  (Title of Each Class)

(Name of Each Exchange on Which Registered)Common Stock, $0.001 par value
    Rights to Purchase Preferred Stock

The Nasdaq Global Market   Securities registered under Section 12(g) of the
    Exchange Act:
  None
 (Title of each class)
  o þ
  o þ
  þ o
  Regulation S-T o o
  o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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TABLE OF CONTENTS  PART IVItem 15. Exhibits, Financial Statement Schedules.EX-10.8EX-10.9EX-10.12EX-10.13EX-10.14EX-10.15EX-10.16EX-10.17EX-10.18EX-10.19EX-10.20EX-10.21EX-10.31EX-21.1EX-31.1EX-31.2EX-32.1    Table of Contents   EXPLANATORY
    NOTE
  Form 10-K Form 10-K), Form 10-K Regulation S-K. Form 10-K
 
  PART IV
 
  Item 15.
    Exhibits,
    Financial Statement Schedules.      EX-10.8EX-10.9EX-10.12EX-10.13EX-10.14EX-10.15EX-10.16EX-10.17EX-10.18EX-10.19EX-10.20EX-10.21EX-10.31EX-21.1EX-31.1EX-31.2EX-32.1




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SIGNATURES
       By:
    /s/ Donald M. Earhart       Signature

Title/s/ Donald
    M. EarhartDonald
    M. Earhart

Chairman, President and Chief
    Executive Officer (Principal
    Executive Officer)/s/ James
    J. Dal PortoJames
    J. Dal Porto

Executive Vice President, Chief
    Operating Officer, Director and
    Secretary/s/ James
    R. TalevichJames
    R. Talevich

Chief Financial Officer and
    Treasurer (Principal Financial and
    Accounting Officer)/s/ John
    H. AbelesJohn
    H. Abeles, M.D.

Director/s/ Jack
    H. HalperinJack
    H. Halperin

Director/s/ Joel
    S. KanterJoel
    S. Kanter

Director/s/ Erik
    H. LoudonErik
    H. Loudon

Director/s/ Henry
    Tsutomu TaiHenry
    Tsutomu Tai, Ph.D., M.D.

Director   2




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INDEX TO
    EXHIBITS
  Exhibit No.

Exhibit2
.1

Stock Purchase Agreement, dated as of October 28, 2003, by
    and between Integra LifeSciences Corporation and I-Flow
    Corporation(1)2
.2

Merger Agreement, dated as of July 27, 2001, by and between
    I-Flow Corporation, a Delaware corporation, and I-Flow
    Corporation, a California corporation(2)2
.3

Agreement and Plan of Merger, dated as of January 13, 2000,
    by and among I-Flow Corporation, Spinal Acquisition Corp.,
    Spinal Specialties, Inc. and the Shareholders of Spinal
    Specialties, Inc.(3)2
.4

Agreement and Plan of Merger, dated as of February 9, 1998,
    by and among I-Flow Corporation,
    I-Flow
    Subsidiary, Inc., Venture Medical, Inc., InfuSystems II, Inc.
    and the Shareholders of Venture Medical, Inc. and InfuSystems
    II, Inc.(4)2
.5

Agreement for Purchase and Sale of Assets, dated as of
    July 3, 1996, by and among I-Flow Corporation, Block
    Medical, Inc. and Hillenbrand Industries, Inc.(5)2
.6

Stock Purchase Agreement, dated as of September 29, 2006,
    by and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc.
    and Iceland Acquisition Subsidiary, Inc. (including the Form of
    Services Agreement, attached thereto as Exhibit A, the Form
    of License Agreement attached thereto as Exhibit B and the
    Term Sheet attached thereto as Exhibit C)(20)2
.7

Amendment No. 1, dated as of April 30, 2007, to the
    Stock Purchase Agreement, dated as of September 29, 2006,
    by and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc.
    and Iceland Acquisition Subsidiary, Inc.(22)2
.8

Amendment No. 2, dated as of June 29, 2007, to the
    Stock Purchase Agreement, dated as of September 29, 2006,
    as amended by an Amendment No. 1, dated as of
    April 30, 2007, by and among I-Flow Corporation,
    InfuSystem, Inc., HAPC, Inc. and Iceland Acquisition Subsidiary,
    Inc.(24)2
.9

Amendment No. 3, dated as of July 31, 2007, to the
    Stock Purchase Agreement, dated as of September 29, 2006,
    as amended by Amendment No. 1, dated as of April 30,
    2007, and an Amendment No. 2, dated as of June 29,
    2007, by and among I-Flow Corporation, InfuSystem, Inc., HAPC,
    Inc. and Iceland Acquisition Subsidiary, Inc.(26)2
.10

Memorandum of Intent, dated as of September 12, 2007, by
    and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc. and
    Iceland Acquisition Subsidiary, Inc.(27)2
.11

Amendment No. 4, dated as of September 18, 2007, to the
    Stock Purchase Agreement, dated as of September 29, 2006,
    as amended by Amendment No. 1, dated as of April 30,
    2007, an Amendment No. 2, dated as of June 29, 2007,
    and an Amendment No. 3, dated as of July 31, 2007, by
    and among
    I-Flow
    Corporation, InfuSystem, Inc., HAPC, Inc. and Iceland
    Acquisition Subsidiary, Inc.(28)2
.12

Further Agreement Regarding Project Iceland, dated as of
    October 17, 2007, by and among I-Flow Corporation,
    InfuSystem, Inc., HAPC, Inc. and Iceland Acquisition Subsidiary,
    Inc.(29)2
.13

Acknowledgement and Agreement, dated as of October 8, 2007,
    by and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc.,
    Iceland Acquisition Subsidiary, Inc., Sean D. McDevitt and
    Philip B. Harris(29)2
.14

Form of Share Purchase Agreement(29)2
.15

Second Form of Share Purchase Agreement(29)2
.16

Form of Irrevocable Proxy(29)2
.17

Binding Letter of Intent, dated as of December 13, 2007, by
    and among I-Flow Corporation, AcryMed, Inc., Bruce L. Gibbins,
    Jack D. McMaken, John A. Calhoun and James P. Fee, Jr.(31)2
.18

Agreement and Plan of Merger, dated as of February 2, 2008,
    by and among I-Flow Corporation, Alaska Acquisition Subsidiary,
    Inc., AcryMed Incorporated, Bruce L. Gibbins, Jack D. McMaken,
    John A. Calhoun and James P. Fee, Jr., in their capacities as
    stockholders, and John A. Calhoun, in his capacity as the
    stockholder representative(32)3
.1

Amended and Restated Certificate of Incorporation of I-Flow
    Corporation, a Delaware corporation(6)3
.2

Amended and Restated Bylaws of I-Flow Corporation(30)3
.3

Certificate of Designation Regarding Series A Junior
    Participating Cumulative Preferred Stock(7)4
.1

Specimen Common Stock Certificate(14)




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Exhibit No.

Exhibit4
.2

Rights Agreement, dated as of March 8, 2002, by and between
    I-Flow Corporation and American Stock Transfer &
    Trust Company, as Rights Agent, which includes, as
    Exhibit A, the Form of Rights Certificate, the Form of
    Assignment and the Form of Election to Purchase(7)4
.3

Amendment No. 1 to Rights Agreement, dated as of October 15,
2009, by and between I-Flow Corporation and American Stock Transfer
and Trust Company, LLC (as successor-in-interest to American Stock
Transfer & Trust Company), as Rights Agent(39)10
.1

I-Flow Corporation Amended and Restated 2001 Equity Incentive
    Plan(10)*10
.2

1996 Stock Incentive Plan(11)*10
.3

Summary of the Terms of the COIP for 2005(16)*10
.4

Summary of the Terms of the COIP for 2007(21)*10
.5

Summary of the Terms of the 2008 Executive Performance Incentive
    Plan(33)*10
.6

Summary of the Terms of the 2009 Executive Performance Incentive
    Plan (as amended on August 11, 2009)(37)*10
.7

I-Flow Lease Agreement, dated as of April 14, 1997(12)10
.8

First Amendment to I-Flow Lease Agreement, dated as of
    September 1, 2006**10
.9

Second Amendment to I-Flow Lease Agreement, dated as of
    April 15, 2009**10
.10

Block Medical de Mexico Lease Agreement
    (No. BMA-D1-99001),
    dated as of December 7, 1999(15)10
.11

Addendum to Block Medical de Mexico Lease Agreement
    (No. BMA-D1-99001),
    dated as of December 2, 2004(16)10
.12

Amendment to Block Medical de Mexico Lease Agreement
    (No. BMA-D1-99001),
    dated as of April 30, 2008**10
.13

Block Medical de Mexico Lease Agreement
    (No. BMA-B-2/A.2.4.5-03-001),
    dated as of August 15, 2003**10
.14

Assignment of Block Medical de Mexico Lease Agreement
    (No. BMA-B-2/A.2.4.5-03-001),
    dated as of April 29, 2005**10
.15

Amendment to Block Medical de Mexico Lease Agreement
    (No. BMA-B-2/A.2.4.5-03-001),
    dated as of April 30, 2008**10
.16

Block Medical de Mexico Lease Agreement
    (No. BMA-B2/A-INC.
    1&6 - 05.001), dated as of May 15, 2005**10
.17

Amendment to Block Medical de Mexico Lease Agreement
    (No. BMA-B2/A-INC.
    1&6  05.001), dated as of April 30, 2008**10
.18

Block Medical de Mexico Lease Agreement
    (No. VBC-B2.B1-05-001),
    dated as of August 15, 2005**10
.19

Amendment to Block Medical de Mexico Lease Agreement
    (No. VBC-B2.B1-05-001),
    dated as of April 30, 2008**10
.20

AcryMed Incorporated Lease, dated as of November 17, 2005
    (including commencement date memoranda dated as of
    April 5, 2006 and April 16, 2007 attached thereto)**10
.21

First Amendment to AcryMed Incorporated Lease, dated as of
    February 8, 2007**10
.22

Credit and Guaranty Agreement, dated as of October 25,
    2007, by and among Iceland Acquisition Subsidiary, Inc., HAPC,
    Inc. and I-Flow Corporation(35)10
.23

Security Agreement, dated as of October 25, 2007, by and
    among Iceland Acquisition Subsidiary, Inc., HAPC, Inc. and
    I-Flow Corporation(35)10
.24

Amended and Restated Loan and Security Agreement, dated as of
    May 8, 2003, by and between Silicon Valley Bank and I-Flow
    Corporation(9)10
.25

Amendment to Amended and Restated Loan Agreement, dated as of
    January 30, 2004, by and between Silicon Valley Bank and
    I-Flow Corporation(15)10
.26

Amendment to Amended and Restated Loan Agreement, dated as of
    April 30, 2005, by and between
    I-Flow
    Corporation and Silicon Valley Bank(17)10
.27

Amendment to Amended and Restated Loan Agreement, dated as of
    April 29, 2006, by and between
    I-Flow
    Corporation and Silicon Valley Bank(19)10
.28

Amendment to Amended and Restated Loan Agreement, dated as of
    July 16, 2007, by and between Silicon Valley Bank and
    I-Flow Corporation(25)10
.29

Amendment to Amended and Restated Loan Agreement, dated as of
    August 6, 2008, by and between Silicon Valley Bank and
    I-Flow Corporation(34)




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Exhibit No.

Exhibit10
.30

Amendment to Amended and Restated Loan Agreement, dated as of
    December 18, 2008, by and between Silicon Valley Bank and
    I-Flow Corporation(36)10
.31

Limited Waiver Agreement, dated as of March 13, 2009, by
    and between Silicon Valley Bank and
    I-Flow
    Corporation**10
.32

Promissory Note with Donald M. Earhart, dated as of
    June 15, 2001(8)*10
.33

Employment Agreement with Donald M. Earhart, dated as of
    May 16, 1990(13)*10
.34

Amendment No. 1 to Employment Agreement with Donald M.
    Earhart, dated as of June 21, 2001(8)*10
.35

Amendment No. 2 to Employment Agreement with Donald M.
    Earhart, dated as of February 23, 2006(18)*10
.36

Amendment No. 3 to Employment Agreement with Donald M.
    Earhart, dated as of February 21, 2008(33)*10
.37

Amended and Restated Employment Agreement with James J. Dal
    Porto, dated as of June 21, 2001(8)*10
.38

Amendment No. 1 to Amended and Restated Employment
    Agreement with James J. Dal Porto, dated as of February 23,
    2006(18)*10
.39

Amendment No. 2 to Amended and Restated Employment
    Agreement with James J. Dal Porto, dated as of February 21,
    2008(33)*10
.40

Amended and Restated Employment Agreement with James R. Talevich,
    dated as of May 24, 2007(23)*10
.41

Amendment No. 1 to Amended and Restated Employment
    Agreement with James R. Talevich, dated as of February 21,
    2008(33)*10
.42

Agreement Re: Change in Control with Donald M. Earhart, dated as
    of June 21, 2001(8)*10
.43

Amendment No. 1 to Agreement Re: Change in Control with
    Donald M. Earhart, dated as of February 23, 2006(18)*10
.44

Amendment No. 2 to Agreement Re: Change in Control with
    Donald M. Earhart, dated as of February 21, 2008(33)*10
.45

Agreement Re: Change in Control with James J. Dal Porto, dated
    as of June 21, 2001(8)*10
.46

Amendment No. 1 to Agreement Re: Change in Control with
    James J. Dal Porto, dated as of February 23, 2006(18)*10
.47

Amendment No. 2 to Agreement Re: Change in Control with
    James J. Dal Porto, dated as of February 21, 2008(33)*10
.48

Agreement Re: Change in Control with James R. Talevich, dated as
    of June 21, 2001(8)*10
.49

Amendment No. 1 to Agreement Re: Change in Control with
    James R. Talevich, dated as of February 23, 2006(18)*10
.50

Amendment No. 2 to Agreement Re: Change in Control with
    James R. Talevich, dated as of February 21, 2008(33)*10
.51

Form of Restricted Stock Agreement(18)*10
.52

Form of Indemnification Agreement(18)21
.1

List of Subsidiaries**23
.1

Consent of Independent Registered Public Accounting Firm(38)31
.1

Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002**31
.2

Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002**32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002**       *
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit pursuant to applicable rules of the
    Securities and Exchange Commission.**
    
    Filed herewith.(1)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003.




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(2)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on August 3, 2001.(3)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000.(4)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K/A
    filed on March 6, 1998.(5)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on August 7, 1996.(6)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed May 31, 2002.(7)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on March 13, 2002.(8)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001.(9)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003.(10)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on June 1, 2005.(11)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Definitive Proxy Statement filed on
    March 27, 1996.(12)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on April 25, 1997.(13)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 1990.(14)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2002.(15)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003.(16)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004.(17)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on May 9, 2005.(18)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on March 1, 2006.(19)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006.(20)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on October 4, 2006.(21)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on February 28, 2007.(22)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on May 1, 2007.(23)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on May 29, 2007.(24)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on July 2, 2007.(25)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on July 19, 2007.




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(26)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on July 31, 2007.(27)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on September 13, 2007.(28)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on September 19, 2007.(29)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on October 19, 2007.(30)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on April 3, 2009.(31)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on December 17, 2007.(32)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on February 6, 2008.(33)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on February 26, 2008.(34)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008.(35)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on September 17, 2008.(36)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on December 22, 2008.(37)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on August 17, 2009.(38)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008.(39)
    
    Incorporated by reference to exhibit with this title filed with
    the Companys Current Report on
    Form 8-K
    filed on October 15, 2009.