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

On February 3, 2009, Jeffrey C. Smith, Partner and Portfolio Manager of Ramius LLC resigned, effective immediately, from the Board of Directors (including Board committees) of Kensey Nash Corporation (the "Company"). Mr. Smith advised the Company that his resignation was due to time constraints and other responsibilities that demand his attention. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Mr. Smith became a director of the Company in December 2007 and was a member of the Corporate Governance and Nominating Committee as well as a member of the Strategic Planning Committee.

Copies of the resignation letter submitted by Mr. Smith and the press release issued by the Company on February 4, 2009 announcing the resignation are attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Resignation letter of Jeffrey C. Smith from Kensey Nash Corporation's Board of Directors dated February 3, 2009.

99.2 Press release issued by the Company on February 4, 2009 announcing the resignation of Jeffrey C. Smith from Kensey Nash Corporation's Board of Directors.

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