8-K

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 (Date of earliest event reported): December 1, 2008

CARDIOGENESIS CORPORATION

(Exact name of registrant as specified in its charter)

California	000-28288	77-0223740
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

11 Musick
Irvine, CA 92618
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (949) 420-1800

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))

TABLE OF CONTENTS

EX-99.1

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (d) Effective December 1, 2008, Raymond W. Cohen was appointed to serve as a Director of Cardiogenesis Corporation (the “Company”). In accordance with the provisions of the Company’s Bylaws, the authorized number of directors was increased from five (5) to six (6) and Mr. Cohen’s election was approved by the Board of Directors of the Company to fill the additional director position.

          Mr. Cohen , age 49, has served as the Chief Executive Officer and a director of Symphony Medical, Inc., a company that develops therapies to treat atrial fibrillation and other cardiac abnormalities, since May 2006. Prior to such time, he served as President and Secretary of Cardiac Science Corp. (Nasdaq: CSCX), a maker of advanced diagnostic and therapeutic cardiology devices and systems from February 2005 until September 2005, and as President, Chief Executive Officer, and a member of the Board of Directors of Cardiac Science, Inc. (a predecessor to Cardiac Science Corp.) from January 1997 until August 2005. Prior to joining Cardiac Science, Inc., Mr. Cohen was President of Diagnostic Monitoring, a privately held manufacturer and international distributor of non-invasive cardiac monitoring devices which was acquired by Cardiac Science, Inc. in 1997. From 1982 to 1990, Mr. Cohen held various sales and marketing positions in firms that manufactured and marketed cardiology products including Brentwood Instruments, Inc. Mr. Cohen serves as a director of Cardiac Science Corp. and as a director of BioLife Solutions, Inc. (BLFS.OB), a manufacturer of cryopreservation products used for human cell and tissue preservation. Mr. Cohen also serves as director of BioGenex, Inc., a manufacturer of automated diagnostic laboratory instruments for cellular and molecular pathology. In addition, Mr. Cohen is a director on Syncroness, Inc., a contract engineering and product development firm, and serves on the advisory board for the College of Osteopathic Medicine, Western University of Health Services. Mr. Cohen holds a B.S. in Business Management from the State University of New York at Binghamton.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

     (a) Effective December 1, 2008, the Board of Directors of the Company approved an amendment to Article III, Section 3.2 of the Company’s bylaws to increase the number of authorized directors from five (5) to six (6).

Item 8.01 Other Events

     On December 2, 2008, the Company issued a press release announcing the appointment of Raymond W. Cohen as a director of the Company. The press release issued by the Company in connection with the announcement is attached to this report as Exhibit 99.1. The press release included as an exhibit to this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit No.	Description
99.1	Press release dated December 2, 2008

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.

	CARDIOGENESIS CORPORATION (Registrant)
Date: December 2, 2008	By:	/s/ William Abbott
	William Abbott, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated December 2, 2008

EX-99.1

Exhibit 99.1

NEWS RELEASE for December 2, 2008 AT 7:30 AM ET

Contact:	William R. Abbott,
	Senior Vice President and Chief Financial Officer 949-420-1800

CARDIOGENESIS ANNOUNCES ADDITION OF RAYMOND W. COHEN
TO BOARD OF DIRECTORS

     IRVINE, CA, December 2, 2008 — Cardiogenesis Corporation (OTC: CGCP), a leading developer of surgical products used in the treatment of patients suffering from severe angina, today announced the addition of veteran medical device executive and an experienced public company director, Raymond W. Cohen as a member of the Company’s Board of Directors, increasing the number of board members to six.

     Mr. Cohen, 49, has over 25 years of executive experience in the medical technology field and is currently the Chief Executive Officer and a member of the Board of Directors of Symphony Medical Inc., a venture-capital backed developer of novel biotherapeutic therapies to treat heart failure and other cardiac abnormalities.

     For the decade prior to 2006, Cohen served as Chairman and CEO of publicly traded Cardiac Science, Inc. having served in that role during the period of rapid revenue growth and through the company’s merger with Quinton Cardiology in late 2005. Today Cardiac Science is a leading manufacturer of automated public-access defibrillators and diagnostic cardiology systems, generating over $200 million in annual revenue. Cohen continues to serve on the board of Cardiac Science and also serves on the boards of BioLife Solutions, Inc., a publicly traded company, and BioGenex, Inc., and Syncroness, Inc.

     Paul J. McCormick, the Company’s Chairman of the Board commented, “Mr. Cohen has a solid track record of success in developing and commercializing innovative medical technology, particularly in the cardiovascular market. He brings the vision, insight and skills necessary to make a significant contribution to the Cardiogenesis Board of Directors and our shareholders. We are very pleased to have Mr. Cohen join our board and look forward to working with him.”

About Cardiogenesis Corporation

     Cardiogenesis specializes in providing surgical devices to treat cardiovascular disease and severe angina. The Company’s market leading holmium:YAG laser system and single use fiber-optic delivery systems are used to perform a procedure known as Transmyocardial Revascularization (TMR). To date, thousands of patients have been treated with the Cardiogenesis TMR technology.

For more information on Cardiogenesis, please visit the Company’s website at http://www.cardiogenesis.com. Cardiogensis also maintains a website where patients suffering from angina can learn more about the TMR procedure at http://www.heartofnewlife.com.

Safe Harbor Statement

With the exception of historical information, the statements set forth above include forward-looking statements. Any forward-looking statements in this news release related to the possible effectiveness of the Company’s technologies and the effect of such technologies on the Company’s sales, profitability, the adoption of its technology and products and FDA clearances are based on current expectations and beliefs and are subject to numerous risks and uncertainties, many of which are outside the Company’s control, that could cause actual results to differ materially. Factors that could affect the accuracy of these forward-looking statements include, but are not limited to: any inability by the Company to sustain profitable operations or obtain additional financing on favorable terms if and when needed; any failure to obtain required regulatory approvals; failure of the medical community to expand its acceptance of TMR procedures; possible adverse governmental rulings or regulations, including any FDA regulations or rulings; the Company’s ability to comply with international and domestic regulatory requirements; possible adverse Medicare or other third-party reimbursement policies or adverse changes in those policies; any inability by the Company to ship product on a timely basis; the Company’s ability to manage its growth; the effects of recent disruptions in global credit and equity markets and other adverse economic developments that could adversely affect the market for our products or our ability to raise needed financing; actions by our competitors; and the Company’s ability to protect its intellectual property. Other factors that could cause Cardiogenesis’ actual results to differ materially are discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007 and the Company’s other recent SEC filings. The Company disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.