SC 13D

CARDIOVASCULAR SYSTEMS, INC.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+CVSbPZXZQJnP7h66k+EGEvRR7ZTX3dnreRRYHHbezXj4RXh2aNgIsYDALxa9WR SFizMT/BdkEALR9mFdUu8g== 0000950152-08-009251.txt : 20081113 0000950152-08-009251.hdr.sgml : 20081113 20081113161216 ACCESSION NUMBER: 0000950152-08-009251 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081113 DATE AS OF CHANGE: 20081113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPLIDYNE INC CENTRAL INDEX KEY: 0001180145 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841568247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81890 FILM NUMBER: 081185138 BUSINESS ADDRESS: STREET 1: 1450 INFINITE DRIVE CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 303-665-3450 MAIL ADDRESS: STREET 1: 1450 INFINITE DRIVE CITY: LOUISVILLE STATE: CO ZIP: 80027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIOVASCULAR SYSTEMS INC CENTRAL INDEX KEY: 0001222929 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2715 NEVADA AVE NORTH CITY: NEW HOPE STATE: MN ZIP: 55427 BUSINESS PHONE: 763-544-1890 SC 13D 1 c47646sc13d.htm SCHEDULE 13D SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Replidyne, Inc.

(Name of Issuer)

Common Stock, $0.001

(Title of Class of Securities)

76028W-107

(CUSIP Number)

Laurence L. Betterley
Cardiovascular Systems, Inc.
651 Campus Drive
St. Paul, MN 55112
(877) 274-0360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 3, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No.		76028W-107				Page 2 of 10 Pages

NAMES OF REPORTING PERSONS

Cardiovascular Systems, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Minnesota

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,505,829 shares of Common Stock (See Items 4 and 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,505,829 shares of Common Stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

35.1% shares of Common Stock*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Calculated based on 27,109,545 shares outstanding at November 3, 2008, as represented by Replidyne in the Merger Agreement described in Item 3 and attached hereto as Exhibit 1.

Item 1. Security and Issuer

	(A)		Title of Security:

			Common Stock, $0.001 par value per share (the “Shares”).

	(b)		Name of the Issuer:

			Replidyne, Inc., a Delaware corporation (“Replidyne”).

	(c)		The Replidyne’s principal executive office:

			1450 Infinite Drive Louisville, CO 80027

Item 2. Identity and Background

Pursuant to Instruction C of Schedule 13D, the information required regarding CSI’s officers, directors and significant shareholders is set forth on Schedule A and incorporated herein by reference.

(a) This statement on Schedule 13D is filed by Cardiovascular Systems, Inc., a Minnesota corporation (“CSI”).

(b) The principal business offices of CSI are located at 651 Campus Drive, St. Paul, Minnesota 55112.

(c) CSI is a medical device company focused on developing and commercializing interventional treatment systems for vascular disease. CSI’s initial product, the Diamondback 360° Orbital Atherectomy System, is a minimally invasive catheter system for the treatment of peripheral arterial disease. CSI is headquartered in St. Paul, Minnesota.

(d) During the last five years, neither CSI nor, to the best of its knowledge, any of its executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither CSI nor, to the best of its knowledge, any of its executive officers or directors, except as herein provided, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CSI’s Chief Administrative Officer and Secretary, James E. Flaherty, previously served as Chief Financial Officer of Zomax Incorporated from 1997 to 2001. On June 9, 2005, the Securities and Exchange Commission filed a civil injunctive action charging Zomax Incorporated with violations of federal securities law by filing a materially misstated Form 10-Q for the period ended June 30, 2000. The SEC further charged that in a conference call with analysts, certain of

Zomax’s executive officers, including Mr. Flaherty, misrepresented or omitted to state material facts regarding Zomax’s prospects of meeting quarterly revenue and earnings targets, in violation of federal securities law. Without admitting or denying the SEC’s charges, Mr. Flaherty consented to the entry of a court order enjoining him from any violation of certain provisions of federal securities law. In addition, Mr. Flaherty agreed to disgorge $16,770 plus prejudgment interest and pay a $75,000 civil penalty.

Item 3. Source and Amount of Funds or Other Consideration

On November 3, 2008, Replidyne entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with CSI and Responder Merger Sub, Inc., a Minnesota corporation and wholly owned subsidiary of Replidyne (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into CSI, the separate existence of Merger Sub shall cease, and CSI will be the surviving corporation (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Replidyne will issue, and holders of CSI capital stock will receive, shares of common stock of Replidyne, such that following the consummation of the transactions contemplated by the Merger Agreement, current stockholders of Replidyne, together with holders of Replidyne options and warrants, are expected to own approximately 17% of the common stock of the combined company and current CSI stockholders, together with holders of CSI options and warrants, are expected to own or have the right to acquire approximately 83% of the common stock of the combined company, both on a fully diluted basis using the treasury stock method.

Following consummation of the Merger, Replidyne will be renamed Cardiovascular Systems, Inc. and its headquarters will be located in St. Paul, Minnesota, at CSI’s headquarters. A copy of the Merger Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The consummation of the Merger and the transactions contemplated by the Merger Agreement are subject to approval by the stockholders of Replidyne and of CSI, and the satisfaction or waiver of certain other conditions as more fully described in the Merger Agreement.

As an inducement for CSI to enter into the Merger Agreement, contemporaneously with the execution of the Merger Agreement, certain stockholders of Replidyne (the “Voting Agreement Stockholders”), who together with their respective affiliates beneficially own approximately 52% of the outstanding common stock of Replidyne, entered into voting agreements (the “Voting Agreements”) and irrevocable proxies (the “Irrevocable Proxies”) in favor of CSI agreeing, among other things, to vote shares representing approximately 35.1% of the outstanding common stock of Replidyne in favor of the adoption of the Merger Agreement and approval of the Merger and certain other matters. No capital of CSI is expected to be expended by CSI in connection with the exercise of its rights with respect to the 9,505,829 shares of the Replidyne’s common stock covered by the Voting Agreements. The form of the Voting Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference.

Item 4. Purpose of Transaction

As further described in Item 3 above, this statement relates to the merger of Merger Sub with and into CSI, in a statutory merger pursuant to the provisions of the Minnesota Business Corporation Act. At the effective time of Merger, the separate existence of Merger Sub will cease and CSI

will continue as the surviving corporation and as a wholly-owned subsidiary of Replidyne. Each share of CSI common stock issued and outstanding immediately prior to the Merger will be canceled, extinguished and automatically converted into the right to receive that number of shares of Replidyne common stock as determined pursuant to the exchange ratio described in the Merger Agreement. In addition, Replidyne will assume options and warrants to purchase shares of CSI common stock which will become exercisable for shares of Replidyne common stock, adjusted in accordance with the same exchange ratio. The exchange ratio will be based on the number of outstanding shares of capital stock of Replidyne and CSI, and any outstanding options and warrants to purchase shares of capital stock of Replidyne and CSI, and Replidyne’s net assets, in each case calculated in accordance with the terms of the Merger Agreement as of immediately prior to the effective time of the Merger, and will not be calculated until such time. Following the Merger, the combined company expects to continue to be publicly traded under the name Cardiovascular Systems, Inc. The foregoing summary is qualified in its entirety by reference to the copy of the Merger Agreement attached as Exhibit 1 to this Schedule 13D, and incorporated herein by reference.

As an inducement for CSI to enter into the Merger Agreement, contemporaneously with the execution of the Merger Agreement, the Voting Agreement Stockholders entered into Voting Agreements and Irrevocable Proxies in favor of CSI agreeing, among other things, to vote shares representing approximately 35.1% of the outstanding common stock of Replidyne: (a) in favor of the adoption of the Merger Agreement and approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement; and (b) generally against any action or agreement that is intended, or would reasonably be expected, to delay, prevent or adversely affect the Merger. In addition, each Voting Agreement Stockholder has agreed to (a) be subject to certain restrictions on the transfer of its shares of Replidyne’s common stock and (b) irrevocably waive any rights to demand appraisal of any shares of Replidyne’s common stock which may arise with respect to the Merger or any related transaction. Nothing in the Voting Agreements limit or restrict the Voting Agreement Stockholders from acting in such Voting Agreement Stockholders’ capacity as a director of Replidyne, if applicable.

The Voting Agreements terminate on the earliest to occur of (i) the date on which Merger is consummated, (ii) April 30, 2009, (iii) the date of any modification, waiver or amendment to the Merger Agreement in a manner that reduces the amount and form of consideration payable to the Voting Agreement Stockholder, and (iv) the termination of the Merger Agreement.

Pursuant to the Irrevocable Proxies contained in the Voting Agreements, each Voting Agreement Stockholder also irrevocably appointed certain executive officers of CSI to act as exclusive attorneys and proxies, with full power of substitution and resubstitution, as such Voting Agreement Stockholder’s lawful attorney and proxy. Such Irrevocable Proxies give the proxy holders the limited right to vote any shares of Replidyne’s common stock that are subject to the Voting Agreements in favor of the approval and adoption of the Merger Agreement and approval of the Merger and certain other matters. The Voting Agreement Stockholders retain the right to vote such shares in their discretion with respect to matters other than those identified in the Voting Agreements.

The names of the Voting Agreement Stockholders and the number of shares of Replidyne’s common stock and the percentage ownership that are subject to the Voting Agreements is set forth in Schedule B hereto which is hereby incorporated by reference. The foregoing summary is

qualified in its entirety by reference to the copy of the form of Voting Agreement attached as Exhibit 2 to this Schedule 13D, which is incorporated herein by reference.

Under the terms of the Merger Agreement, Replidyne shall take all necessary action to cause each of the individuals identified by CSI to be appointed as a director of Replidyne effective after the closing of the Merger. It is intended that CSI will assume a majority of the positions on Replidyne’s board of directors. Current Replidyne directors, Edward Brown and Augustine Lawlor, are expected to continue as directors of Replidyne after the closing of the Merger. The foregoing summary is qualified in its entirety by reference to Section 5.10 of the Merger Agreement attached as Exhibit 1 to this Schedule 13D, and incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, prior to the effective time of the Merger, Replidyne shall recommend that its stockholders amend its certificate of incorporation, whereby each share of Replidyne’s common stock issued and outstanding immediately prior to the filing of the amendment to Replidyne’s certificate of incorporation shall be automatically combined into and become a fractional number of fully paid and non-assessable shares of Replidyne common stock to be determined by Replidyne and CSI by mutual agreement (the “Reverse Stock Split”), and (ii) any shares of Replidyne common stock held as treasury stock or held or owned by Replidyne immediately prior to the filing of the amendment to Replidyne’s certificate of incorporation shall each be converted into and become an identical fractional number of shares of Replidyne common stock as provided in the Reverse Stock Split. Replidyne’s bylaws shall be amended and restated in a form reasonably acceptable to Replidyne and CSI. In addition, Replidyne shall use commercially reasonable efforts to submit to its stockholders a proposal that Replidyne assume CSI’s stock option plans from and after the effective time of the Merger, with such amendments as CSI may deem reasonably necessary and an increase in the number of shares reserved for issuance under CSI’s 2007 Equity Incentive Plan in an amount mutually agreed upon by Replidyne and CSI. The foregoing summary is qualified in its entirety by reference to Sections 1.5 and 5.5 of the Merger Agreement attached as Exhibit 1 to this Schedule 13D, and incorporated herein by reference.

Other than as described above, CSI currently has no plans or proposals that relate to, or may result in, any of the matters listed in Items 4 (a) — (j) of Schedule 13D (although CSI reserves the right to develop such plans or proposals).

Item 5. Interest in Securities of the Issuer

As a result and subject to the terms of the Voting Agreements and the Irrevocable Proxies granted pursuant thereto, CSI may be deemed to have the power to vote an aggregate of 9,505,829 shares of Replidyne’s common stock, in each case for the limited purposes described in Item 4 above. Such shares constitute approximately 35.1% of the issued and outstanding shares of Replidyne’s common stock based on the number of shares outstanding at November 3, 2008. Other than with respect to the voting rights granted to CSI pursuant to the Voting Agreements and the Irrevocable Proxies, CSI does not have the right to vote such shares on any other matters. CSI shares such voting power with the executives of CSI identified in the Irrevocable Proxies. CSI does not have any power to dispose or direct the disposition of any shares of Replidyne’s common stock.

Except as described herein, CSI has not effected any transaction in Replidyne’s common stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided and incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference.

Other than as described in this Schedule 13D there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between CSI and any person with respect to any securities of Replidyne including but not limited to the transfer or voting of any securities of Replidyne, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits


Exhibit 1:		Agreement and Plan of Merger and Reorganization, dated November 3, 2008, by and among Replidyne, Inc., Responder Merger Sub, Inc. and Cardiovascular Systems, Inc. (Incorporated by reference to Exhibit 2.1 to Replidyne’s Current Report on Form 8-K filed on November 4, 2008 (SEC File No. 000-52082)).

Exhibit 2:		Form of Voting Agreement, dated November 3, 2008, by and between Cardiovascular Systems, Inc. and certain stockholders of Replidyne, Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2008


	CARDIOVASCULAR SYSTEMS, INC.
	By:	/s/ James E. Flaherty
		James E. Flaherty
		Chief Administrative Officer and Secretary

SCHEDULE A

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT SHAREHOLDERS
OF CARDIOVASCULAR SYSTEMS, INC.

The following table sets forth the name, residence or business address and present principal occupation or employment of each director and executive officer of CSI and each person, or group of affiliated persons, known to CSI to beneficially own more than 10% of CSI’s common stock or preferred stock.


Name and Address*	Office	Present Principal Occupation or Employment and Citizenship**
David L. Martin	President, Chief Executive Officer and Director	Mr. Martin has been CSI’s President and Chief Executive Officer since February 2007, and a director since August 2006.

Laurence L. Betterley	Chief Financial Officer	Mr. Betterley joined CSI in April 2008 as its Chief Financial Officer.

James E. Flaherty	Chief Administrative Officer and Secretary	Mr. Flaherty has been CSI’s Chief Administrative Officer since January 14, 2008.

Michael J. Kallok, Ph.D.	Chief Scientific Officer and Director	Dr. Kallok has been CSI’s Chief Scientific Officer since February 2007 and a director since December 2002. Dr. Kallok is also founder and president of his own consulting business, Medical Device Consulting, Inc.

John Borrell	Vice President of Sales	Mr. Borrell joined CSI in July 2006 as Vice President of Sales and Marketing.

Brian Doughty	Vice President of Marketing	Mr. Doughty joined CSI in December 2006 and was named Vice President of Marketing in August 2007.

Robert J. Thatcher	Vice President of Operations	Mr. Thatcher joined CSI in October 2005 and became CSI’s Vice President of Operations in September 2006.

Paul Tyska	Vice President of Business Development	Mr. Tyska joined CSI in August 2006 as Vice President of Business Development.

Paul Koehn	Vice President of Manufacturing	Mr. Koehn joined CSI in March 2007 and was promoted to Vice President of Manufacturing in October 2007.

Glen D. Nelson, M.D.	Director and Chairman	Dr. Nelson has been a member of CSI’s board of directors since 2003 and CSI’s Chairman since August 2007.

Brent G. Blackey	Director	Mr. Blackey has been a member of CSI’s board of directors since 2007. Since 2004, Mr. Blackey has served as the President and Chief Operating Officer for Holiday Companies.

John H. Friedman	Director	Mr. Friedman has been a member of CSI’s board of directors since 2006. Mr. Friedman is the Managing Partner of the Easton Capital Investment Group, a private equity firm.

Geoffrey O. Hartzler, M.D.	Director	Dr. Hartzler is a cardiologist and has been a member of CSI’s board of directors since 2002.

Roger J. Howe, Ph.D.	Director	Dr. Howe has been a member of CSI’s board of directors since 2002.


Name and Address*	Office	Present Principal Occupation or Employment and Citizenship**
Gary M. Petrucci	Director	Mr. Petrucci has been a member of CSI’s board of directors since 1992. Since August 2006, Mr. Petrucci has been Senior Vice President — Investments at UBS Financial Services, Inc.

Christy Wyskiel	Director	Ms. Wyskiel has been a member of CSI’s board of directors since 2006. Since 2004, Ms. Wyskiel has served as a Managing Director in the healthcare group of Maverick Capital, Ltd., where she has worked since 2002.

Easton Capital Investment Group, 767 Third Avenue, 7th Floor, New York, NY 10017.	Shareholder	Easton Capital Investment Group manages several venture capital and private equity funds. As of October 28, 2008, Easton Capital Investment Group beneficially owned 1,644,059 shares or 17.5% of CSI’s common stock and 1,400,000 or 15.1% of CSI’s preferred stock. Such beneficial ownership consists of (i) 612,960 shares of CSI’s Series A convertible preferred stock convertible into 616,197 shares of CSI’s common stock, exercisable warrants to acquire a total of 166,667 shares of CSI’s common stock and exercisable warrants to purchase 87,040 shares of CSI’s Series A convertible preferred stock convertible into 87,499 shares of CSI’s common stock, held by Easton Hunt Capital Partners, L.P., (ii) 612,960 shares of Series A convertible preferred stock convertible into 616,197 shares of CSI’s common stock, and exercisable warrants to purchase 87,040 shares of CSI’s Series A convertible preferred stock convertible into 87,499 shares of CSI’s common stock, held by Easton Capital Partners, LP, and (iii) options to acquire a total of 70,000 shares of CSI’s common stock exercisable or exercisable within 60 days after September 30, 2008 held by Mr. Friedman, one of CSI’s directors. Investment decisions of Easton Hunt Capital Partners, L.P. are made by EHC GP, LP through its general partner, EHC, Inc. Mr. Friedman is the President and Chief Executive Officer of EHC, Inc. Investment decisions of Easton Capital Partners, LP are made by its general partner, ECP GP, LLC, through its manager, ECP GP, Inc. Mr. Friedman is the President and Chief Executive Officer of EHC, Inc. and ECP GP, Inc. Mr. Friedman shares voting and investing power over the shares owned by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP. Mr. Friedman disclaims beneficial ownership of the shares held by entities affiliated with Easton Capital Investment Group, except to the extent of his pecuniary interest therein.

Maverick Capital, Ltd., 300 Crescent Court, 18th Floor, Dallas, TX 75201.	Shareholder	Maverick Capital, Ltd. manages private investment funds and is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. As of October 28, 2008, Maverick Capital, Ltd. beneficially owned 2,640,882 shares or 25.5% of CSI’s common stock and 2,343,501 or 25.1% of CSI’s preferred stock. Such beneficial ownership consists of (i) 770,212 shares of Series A convertible preferred stock convertible into 774,280 shares of CSI’s common stock, 103,524 shares of Series A-1 convertible preferred stock convertible into 106,790 shares of CSI’s common stock, 47,545 shares of Series B convertible preferred stock convertible into 48,012 shares of CSI’s common stock, exercisable warrants to acquire a total of 91,623 shares of CSI’s common stock, and exercisable warrants to purchase 109,370 shares of CSI’s Series A convertible preferred stock convertible into 109,947 shares of CSI’s common stock, held by Maverick Fund, L.D.C., (ii) 310,952 shares of Series A convertible preferred stock convertible into 312,594 shares of CSI’s common stock, 41,795 shares of Series A-1 convertible preferred stock convertible into 43,113 shares of CSI’s common stock, 19,195 shares of Series B convertible preferred stock convertible into 19,383 shares of CSI’s common stock, exercisable warrants to acquire a total of 36,990 shares of CSI’s common stock, and exercisable warrants to purchase 44,155 shares of CSI’s Series A convertible preferred stock convertible into 44,388 shares of CSI’s common stock, held by Maverick Fund USA, Ltd., (iii) 670,149 shares of Series A convertible preferred stock convertible into 673,688 shares of CSI’s common stock, 90,075 shares of Series A-1 convertible preferred stock convertible into 92,917 shares of CSI’s common stock, 41,368 shares of Series B convertible preferred stock convertible into 41,774 shares of CSI’s common stock, exercisable warrants to acquire a


Name and Address*	Office	Present Principal Occupation or Employment and Citizenship**
		total of 79,720 shares of CSI’s common stock, and exercisable warrants to purchase 95,161 shares of CSI’s Series A convertible preferred stock convertible into 95,663 shares of CSI’s common stock, held by Maverick Fund II, Ltd., and (iv) options to acquire a total of 70,000 shares of CSI’s common stock currently exercisable or exercisable within 60 days after September 30, 2008 held by Ms. Wyskiel, one of CSI’s directors. These options are held for the benefit of Maverick Fund II, Ltd., Maverick Fund, L.D.C. and Maverick Fund USA, Ltd. Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the shares held by Maverick Fund II, Ltd., Maverick Fund, L.D.C. and Maverick Fund USA, Ltd. through the investment discretion it exercises over these accounts. Maverick Capital Management, LLC is the general partner of Maverick Capital, Ltd. Lee S. Ainslie III is the manager of Maverick Capital Management, LLC who possesses sole investment discretion pursuant to Maverick Capital Management, LLC’s regulations.

Mitsui & Co. Venture Partners II, L.P., 200 Park Avenue, New York, NY 10166.	Shareholder	Mitsui & Co. Venture Partners II, L.P. manages and invests venture capital in early stage companies. As of October 28, 2008, Mitsui & Co. Venture Partners II, L.P. beneficially owned 896,449 shares or 10.4% of CSI’s common stock and 888,666 or 9.7% of CSI’s preferred stock. Such beneficial ownership consists of 675,148 shares of CSI’s Series A convertible preferred stock convertible into 678,713 shares of CSI’s common stock, 117,647 shares of CSI’s Series A-1 convertible preferred stock convertible into 121,359 shares of CSI’s common stock, and exercisable warrants to purchase 95,871 shares of CSI’s Series A convertible preferred stock convertible into 96,377 shares of CSI’s common stock held by Mitsui & Co. Venture Partners II, L.P. Koichi Ando, President and Chief Executive Officer of Mitsui & Co. Venture Partners, Inc., the general partner of Mitsui & Co. Venture Partners II L.P., may be deemed to have voting and investment power over the shares held by Mitsui & Co. Venture Partners II L.P.

Whitebox Hedged High Yield Partners, LP, 3033 Excelsior Blvd., Suite 300, Minneapolis, MN 55416.	Shareholder	Whitebox Hedged High Yield Partners, LP (“Whitebox”) is a hedge fund operating as a limited partnership formed under the laws of the British Virgin Islands. As of October 28, 2008, Whitebox beneficially owned 948,748 shares or 10.9% of CSI’s common stock and 939,517 or 10.3% of CSI’s preferred stock. Such beneficial ownership consists of 939,517 shares of CSI’s Series B convertible preferred stock convertible into 948,748 shares of CSI’s common stock held by Whitebox Andrew J. Redleaf is the managing member of the general partner and has voting and investment power over the shares held by Whitebox.


*		Unless otherwise noted above, each person or entity has the business address of 651 Campus Drive, St. Paul, MN 55112.

**		Unless otherwise noted above, each person or entity is a U.S. citizen or entity formed in the United States, as applicable.

SCHEDULE B

VOTING AGREEMENT STOCKHOLDERS


	Replidyne Common Stock Subject to Voting Agreement
Name of Voting Agreement Stockholder	Number of Shares		Percentage Ownership
HealthCare Investment Partners Holdings II LLC		716,028		2.6	%
Kenneth J. Collins		360,520		1.3	%
TPG Biotechnology Partners, L.P.; TPG Ventures, L.P.		1,871,982		6.9	%
HealthCare Ventures VI, L.P.; HealthCare Ventures VIII, L.P.		2,964,167		10.9	%
Sequel Limited Partnership III; Sequel Entrepreneurs’ Fund III, L.P.		986,887		3.6	%
The Daniel J. Mitchell Trust		11,336		*
Morgenthaler Partners VII, L.P.		1,583,200		5.8	%
Perseus-Soros Biopharmaceutical Fund, LP		1,011,709		3.7	%


*		Less than 1% of the outstanding shares.

EXHIBIT INDEX


Exhibit 1:		Agreement and Plan of Merger and Reorganization, dated November 3, 2008, by and among Replidyne, Inc., Responder Merger Sub, Inc. and Cardiovascular Systems, Inc. (Incorporated by reference to Exhibit 2.1 to Replidyne’s Current Report on Form 8-K filed on November 4, 2008 (SEC File No. 000-52082)).

Exhibit 2:		Form of Voting Agreement, dated November 3, 2008, by and between Cardiovascular Systems, Inc. and certain stockholders of Replidyne, Inc.

EX-99.2 2 c47646exv99w2.htm EX-99.2 EX-99.2

Exhibit 2

VOTING AGREEMENT

This Voting Agreement (“Agreement”) is entered into as of November 3, 2008, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and [ ] (“Stockholder”).

Recitals

A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of capital stock of Replidyne, Inc., a Delaware corporation (the “Replidyne”).

B. Replidyne, Responder Merger Sub, Inc., a Minnesota corporation (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger and Reorganization of even date herewith (the “Merger Agreement”) which provides (subject to the conditions set forth therein) for the merger of Merger Sub into the Company (the “Merger”).

C. In the Merger, the outstanding shares of capital stock of the Company are to be converted into the right to receive shares of Common Stock of Replidyne.

D. In order to induce the Company to enter into the Merger Agreement, Stockholder is entering into this Agreement.

Agreement

The parties to this Agreement, intending to be legally bound, agree as follows:

Section 1. Certain Definitions

1.1 Specified Terms. For purposes of this Agreement:

(a) Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security.

(b) “Subject Securities” shall mean all outstanding shares of capital stock of Replidyne (including all shares of Replidyne Common Stock) Owned by Stockholder as of the date of this Agreement.

(c) A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with

respect to, transfers or disposes of such security or any interest in such security to any Person other than the Company; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than the Company; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security.

(d) “Voting Covenant Expiration Date” shall mean the earlier of (i) the date upon which the Merger Agreement is validly terminated, (ii) the date upon which the Merger is consummated and (iii) the date upon which this Agreement is terminated.

1.2 Other Terms. Capitalized terms used herein and not defined shall have the meanings set forth in the Merger Agreement.

Section 2. Transfer of Subject Securities and Voting Rights

2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

2.2 Restriction on Transfer of Voting Rights. During the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities, other than a proxy granted to the Company.

2.3 Permitted Transfers. Section 2.1 shall not prohibit a transfer of Replidyne Common Stock by Stockholder (i) to any member of his immediate family, or to a trust for the benefit of Stockholder or any member of his immediate family, (ii) upon the death of Stockholder, or (iii) if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder; provided, however, that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by the terms of this Agreement.

Section 3. Voting of Shares

3.1 Voting Covenant. Stockholder hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of Replidyne, however called, and in any written action by consent of stockholders of Replidyne, unless otherwise directed in writing by the Company, Stockholder shall cause not less than 68.0% of the Subject Securities to be voted:

(a) in favor of the Merger, the execution and delivery by Replidyne of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;

(b) against any action or agreement that would result in a material breach of any covenant or obligation of Replidyne in the Merger Agreement that would have the effect of preventing or materially delaying the Merger; and

(c) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, the consummation of a Pipeline Transaction and any actions relating to the winding up of Replidyne’s business in accordance with the Merger Agreement)): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Replidyne or any subsidiary of Replidyne; (B) any sale, lease or transfer of a material amount of assets of Replidyne or any subsidiary of Replidyne; (C) any reorganization, recapitalization, dissolution or liquidation of Replidyne or any subsidiary of Replidyne; (D) any change in a majority of the board of directors of Replidyne; (E) any amendment to Replidyne’s certificate of incorporation or bylaws which would prevent or materially delay the Merger; (F) any Acquisition Transaction; and (G) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement.

Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)”, or “(c)” of the preceding sentence.

3.2 Proxy. Contemporaneously with the execution of this Agreement Stockholder shall deliver to the Company a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”).

Section 4. Waiver of Appraisal Rights

Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights relating to the Merger or any related transaction that Stockholder may have by virtue of any outstanding shares of Replidyne Common Stock Owned by Stockholder.

Section 5. No Solicitation

Stockholder agrees that, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, and Stockholder shall ensure that his or its Representatives (as defined in the Merger Agreement) do not, directly or indirectly: (i) solicit, initiate, knowingly encourage, induce or knowingly facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any information regarding Replidyne or any subsidiary of Replidyne to any Person in connection with or in response to an Acquisition

Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Stockholder shall immediately cease and discontinue, and Stockholder shall ensure that his or its Representatives immediately cease and discontinue, any existing discussions with any Person that relate to any Acquisition Proposal.

Section 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to the Company as follows:

6.1 Authorization, etc. Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform his or its obligations hereunder and thereunder. This Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is a general or limited partnership, then Stockholder is a partnership duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized. If Stockholder is a limited liability company, then Stockholder is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized.

6.2 No Conflicts or Consents.

(a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which he or it or any of his or its properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to, any contract to which Stockholder is a party or by which Stockholder or any of his or its affiliates or properties is or may be bound or affected.

(b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person which shall not have already been obtained.

6.3 Title to Securities. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances or restrictions except those created under the Securities Act of 1933, as amended (the “Act”), and under any agreement with Replidyne which

has been disclosed to the Company) the number of outstanding shares of Replidyne Common Stock set forth under the heading “Shares Held of Record” on the signature page hereof; (b) Stockholder holds (free and clear of any encumbrances or restrictions except those created under the Act, and under any agreement with Replidyne which has been disclosed to the Company) the options, warrants and other rights to acquire shares of Replidyne Common Stock set forth under the heading “Options and Other Rights” on the signature page hereof; (c) Stockholder Owns the additional securities of Replidyne set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of Replidyne, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of Replidyne, other than the shares and options, warrants and other rights set forth on the signature page hereof.

6.4 Accuracy of Representations. The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement and will be accurate in all material respects as of the date of the consummation of the Merger as if made on that date, subject to the acquisition of additional securities of Replidyne by Stockholder following the date hereof.

Section 7. Additional Covenants of Stockholder

7.1 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall (at Stockholder’s sole expense) take such further actions, as the Company may reasonably request in writing for the purpose of carrying out and furthering the intent of this Agreement.

7.2 Legends. If requested by the Company, immediately after the execution of this Agreement, Stockholder shall cause each certificate evidencing any outstanding shares of Replidyne Common Stock Owned by Stockholder to be surrendered so that the transfer agent for such securities may affix thereto a legend in the following form:

THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS OF OCTOBER ___, 2008, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Section 8. Miscellaneous

8.1 Survival of Representations, Warranties and Agreements. All representations, warranties, covenants and agreements made by Stockholder in this Agreement shall survive (i) the consummation of the Merger, (ii) any termination of the Merger Agreement, and (iii) the Voting Covenant Expiration Date.

8.2 Expenses. Except as otherwise may be agreed to, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

8.3 Notices. Any notice or other communication required or permitted to be delivered to either party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party):

if to Stockholder:

at the address set forth on the signature page hereof; and

if to the Company:

Cardiovascular Systems, Inc.
651 Campus Drive
St. Paul, MN 55112-3495
Attention: Chief Executive Officer
Facsimile: 651-259-1696

8.4 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

8.5 Entire Agreement. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties.

8.6 Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations

shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and his heirs, estate, executors and personal representatives and his or its successors and assigns, and shall inure to the benefit of the Company and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or Section 7.1 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Company and its successors and assigns) any rights or remedies of any nature.

8.7 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, the Company shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that neither the Company nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.7, and Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

8.8 Non-Exclusivity. The rights and remedies of the Company under this Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company under this Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations.

8.9 Governing Law; Venue.

(a) This Agreement and the Proxy shall be construed in accordance with, and governed in all respects by, the laws of the State of Delaware (without giving effect to principles of conflicts of laws).

(b) Any legal action or other legal proceeding relating to this Agreement or the Proxy or the enforcement of any provision of this Agreement or the Proxy may be brought or otherwise commenced in any state or federal court located in the State of Delaware. Stockholder:

(i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the State of Delaware in connection with any such legal proceeding;

(ii) agrees that service of any process, summons, notice or document by U.S. mail addressed to him or it at the address set forth on the signature page hereof shall constitute effective service of such process, summons, notice or document for purposes of any such legal proceeding;

(iii) agrees that each state and federal court located in the State of Delaware shall be deemed to be a convenient forum; and

(iv) agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the State of Delaware, any claim that Stockholder is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

Nothing contained in this Section 8.9 shall be deemed to limit or otherwise affect the right of the Company to commence any legal proceeding or otherwise proceed against Stockholder in any other forum or jurisdiction.

(c) STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT OR THE PROXY.

8.10 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

8.11 Captions. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

8.12 Attorneys’ Fees. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against Stockholder, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

8.13 Waiver. No failure on the part of the Company to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Company in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim available to the Company arising out of this Agreement, or any power, right, privilege or remedy of the Company under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the

Company; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

8.14 Term. This Agreement and all obligations hereunder shall terminate upon the earlier of (i) the day after the Merger is consummated, (ii) April 30, 2009, (iii) the date of any modification, waiver or amendment to the Merger Agreement in a manner that reduces the amount and form of consideration payable thereunder to Stockholder, and (iv) the termination of the Merger Agreement.

8.15 No Limitation on Actions of Stockholder as Director. In the event Stockholder or any of its Representatives is a member of the board of directors of Replidyne, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder or such Representative to take any action, or limit any action the Stockholder or such Representative may take, to the extent that doing so would be inconsistent with Stockholder or such Representative’s fiduciary duties as a director of Replidyne. Notwithstanding anything in this Agreement to the contrary, Stockholder makes no agreement or understanding herein in any capacity other than in its capacity as a record holder and beneficial owner of the Subject Securities.

8.16 Construction.

(a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement.

[Signature Page Follows]

In Witness Whereof, the Company and Stockholder have caused this Agreement to be executed as of the date first written above.


		STOCKHOLDER


		Name:

		Address:




		Facsimile:


		Additional Securities Beneficially
Shares Held of Record	Options and Other Rights	Owned

10.

Exhibit A
Form Of Irrevocable Proxy

The undersigned stockholder (the “Stockholder”) of Replidyne, Inc., a Delaware corporation (“Replidyne”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes David L. Martin, Laurence L. Betterley and Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and each of them, the attorneys and proxies of the Stockholder with full power of substitution and resubstitution, to the full extent of the Stockholder’s rights with respect to the outstanding shares of capital stock of Replidyne owned of record by the Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy (the “Shares”). Upon the execution hereof, all prior proxies given by the Stockholder with respect to any of the Shares are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to any of the Shares.

This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between the Company and the Stockholder (the “Voting Agreement”), and is granted in consideration of the Company entering into the Agreement and Plan of Merger and Reorganization, dated as of the date hereof, among Replidyne, Responder Merger Sub, Inc. and the Company (the “Merger Agreement”). This proxy will terminate on the Voting Covenant Expiration Date (as defined in the Voting Agreement).

The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote not less than 68.0% of the Shares at any time until the Voting Covenant Expiration Date at any meeting of the stockholders of Replidyne, however called, and in connection with any written action by consent of stockholders of Replidyne:

(i) in favor of the Merger (as defined in the Merger Agreement), the execution and delivery by Replidyne of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; and

(ii) against any action or agreement that would result in a material breach of any covenant or obligation of Replidyne in the Merger Agreement that would have the effect of preventing or materially delaying the Merger; and

(iii) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, the consummation of a Pipeline Transaction (as defined in the Merger Agreement) and any actions relating to the winding up of Replidyne’s business in accordance with the Merger Agreement)): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Replidyne or any subsidiary of Replidyne; (B) any sale, lease or transfer of a material amount of assets of Replidyne or any subsidiary of Replidyne; (C) any reorganization, recapitalization, dissolution or liquidation of Replidyne or any subsidiary of Replidyne; (D) any change in a majority of the board of directors of Replidyne; (E) any amendment to Replidyne’s certificate of

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incorporation or bylaws that would prevent or materially delay the Merger; (F) any Acquisition Transaction; and (G) any other action which is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the Voting Agreement.

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Any term or provision of this proxy that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Stockholder agrees that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this proxy shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the Stockholder agrees to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

[Signature Page Follows]

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Dated: , 2008


		Name

		Number of shares of Common Stock of Replidyne owned of record as of the date of this proxy:

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