8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 5, 2010
(Date of earliest event reported)

ATS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-18602

Minnesota
(State or other jurisdiction of incorporation) 41-1595629
(IRS Employer Identification No.)

3905 Annapolis Lane N.
Minneapolis, Minnesota 55447
(Address of principal executive offices, including zip code)

(763) 553-7736
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 5, 2010, ATS Medical, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider and vote on (1) a proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 28, 2010, by and among the Company, Medtronic, Inc. (“Medtronic”) and Pilgrim Merger Corporation, and (2) any proposal by the Company’s board of directors to adjourn the Special Meeting, if necessary, to solicit additional proxies in support of the first proposal if there were not sufficient votes at the time of the Special Meeting in favor of approval of the Merger Agreement.

Both proposals were approved by the Company’s shareholders at the Special Meeting. The voting results were as follows:

							Broker
	For		Against		Abstain		Non-Votes
Approval of the Merger Agreement		61,292,808		2,895,464		26,740		0
Adjourn the Special Meeting, if necessary, to solicit additional proxies		60,348,077		3,597,169		269,766		0

Adjournment of the Special Meeting was not necessary because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement.

Item 7.01. Regulation FD Disclosure.

On August 5, 2010, the Company issued a press release announcing that the shareholders of the Company approved the Merger Agreement at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

99.1 Press Release issued by ATS Medical, Inc. on August 5, 2010.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATS MEDICAL, INC.
By:	/s/ Michael R. Kramer
	Michael R. Kramer
	Chief Financial Officer

Date: August 5, 2010

EXHIBIT INDEX

99.1 Press Release issued by ATS Medical, Inc. on August 5, 2010.

EX-99.1

Exhibit 99.1

Contacts:
Michael Dale
President and Chief Executive Officer of ATS Medical, Inc
(763) 553—7736
Michael Kramer
Chief Financial Officer of ATS Medical, Inc
(763) 557—2222

Investors:
Parice Halbert, CFA
Westwicke Partners
(443) 213—0500

ATS Medical Reports Shareholder Approval of Acquisition by Medtronic

MINNEAPOLIS — August 5, 2010 — ATS Medical, Inc. (NASDAQ: ATSI) today announced that its shareholders approved Medtronic, Inc.’s acquisition of ATS Medical for $4.00 per share in cash for each share of ATS Medical stock, which per share amount is subject to decrease in the limited circumstances described in the Agreement and Plan of Merger, dated April 28, 2010, between ATS Medical, Inc., Medtronic, Inc. and Pilgrim Merger Corporation (the “Merger Agreement”). Approximately 64,215,012 shares were voted (in person or by proxy) at the special meeting of shareholders held August 5, 2010, representing 78.9 percent of ATS Medical’s total outstanding voting shares as of the July 2, 2010 record date. Of those shares voting, approximately 61,292,808 shares voted in favor of approval of the Merger Agreement, representing 95.5 percent of the shares that were voted and 75.3 percent of the shares outstanding as of the July 2, 2010 record date. ATS Medical did not receive a notice of intent to exercise dissenter’s rights from any holders of shares outstanding as of the July 2, 2010 record date.

ATS Medical recently confirmed receipt of the last remaining antitrust clearance, and accordingly has received all required antitrust approvals relating to the merger. The closing of the merger remains subject to the satisfaction or waiver of customary closing conditions specified in the Merger Agreement. ATS Medical expects that the closing of the merger will take place on or about August 12, 2010, assuming satisfaction or waiver of all such conditions to closing.

About ATS Medical

ATS Medical, Inc. is dedicated to ‘Advancing The Standards’ of cardiac surgery through the development, manufacturing and marketing of innovative products and services for the treatment of structural heart disease. ATS Medical serves the cardiac surgery community by focusing on heart valve disease therapy and ablation of cardiac arrhythmias.

About Medtronic

Medtronic, Inc. (www.medtronic.com), headquartered in Minneapolis, is the global leader in medical technology — alleviating pain, restoring health, and extending life for millions of people around the world. The CardioVascular business is committed to advancing the treatment of coronary, peripheral, aortic and structural heart disease through collaboration with leading clinicians, researchers and scientists worldwide.

Safe Harbor

This press release contains forward-looking statements, which include statements regarding the anticipated completion of the merger between ATS Medical and Medtronic and the expected closing date of the merger. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or outcomes to be materially different from those anticipated in this Press Release including, among others, material changes in the economic environment and the cardiac surgery industry and other factors relating to ATS Medical and Medtronic that may impact the timing or occurrence of the closing of the merger. In addition, actual outcomes are subject to other risks and uncertainties that relate more broadly to ATS Medical’s overall business, including those more fully described in ATS Medical’s filings with the Securities and Exchange Commission, including its Proxy Statement dated July 13, 2010 for the Special Shareholders’ Meeting held August 5, 2010, its Annual Report on Form 10-K for the year ended December 31, 2009 and its Quarterly Reports on Form 10-Q for the quarter ended April 3, 2010. ATS Medical assumes no obligation to update these forward-looking statements.