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 (Date of earliest event reported): ~~May~~June 219, 2012

Kensey Nash Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-34388

36-3316412

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

735 Pennsylvania Drive, Exton, Pennsylvania 19341

(Address of Principal Executive Offices and zip code)

Registrant’s telephone number, including area code: (484) 713-2100

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:

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

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

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

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

Item 1 3.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard; Transfer of Listing.

OnItem May 2, 2012, the Board of Directors of Kensey Nash Corporation, a Delaware corporation (the “Company”), unanimously approved, and the Company entered into, an Agreement and Plan of Merger (the “Merger Agreement”), with Koninklijke DSM N3.V02. ~~(“DSM”)~~Unregistered ~~and~~Sales ~~Biomedical Acquisition Corporation, an indirect wholly-owned subsidiary~~ of ~~DSM~~Equity (“Merger Sub”), pursuant to which, among other things, Merger Sub will commence a tender offer for all the issued and outstanding shares (the “Shares”) of the Company’s common stock, par value $0Securities.~~001 per share (“Common Stock”), subject to the terms and conditions of the Merger Agreement.~~

~~Merger~~Item ~~Agreement~~3.03. Material Modification to Rights of Security Holders.

~~Pursuant~~Item to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will commence, no earlier than May 17, 2012 and no later than May 31, 2012, a tender offer (the “Offer”) to acquire the Shares for a purchase price of $385.~~50 per share in cash (the “Offer Price”)~~01. ~~The~~Changes ~~Offer will remain open for a minimum of 20 business days from commencement, subject to possible extension on the terms set forth~~ in ~~the~~Control ~~Merger Agreement. In addition, as soon as practicable after the consummation~~ of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), and the Company will become an indirect wholly-owned subsidiary of DSMRegistrant. In the Merger, the Shares remaining outstanding following the consummation of the Offer, other than Shares held by DSM or its subsidiaries or by stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, will be converted into the right to receive the Offer Price. The Company’s Board of Directors has resolved to unanimously recommend that the Company’s stockholders tender their Shares pursuant to the Offer and, if applicable, for the Company’s stockholders to approve and adopt the Merger Agreement and approve the Merger.

~~The~~Item ~~obligation~~5.02. ofDeparture ~~Merger Sub to accept for payment and pay for the Shares tendered in the Offer is subject to the satisfaction or waiver~~ of aDirectors ~~number of conditions set forth in the Merger Agreement, including, among others, the expiration~~ or ~~early~~Certain ~~termination~~Officers; ofElection ~~applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, the absence~~ of aDirectors; ~~Company~~Appointment Material Adverse Effect (as defined in the Merger Agreement), and the Merger Agreement not being terminated in accordance with its terms. It is also a condition to Merger Sub’s obligation to accept for payment and pay for the Shares tendered in the Offer that more than 50% of ~~the~~Certain ~~outstanding~~Officers; ~~Shares~~Compensatory onArrangements ~~a fully-diluted basis shall have been validly tendered in accordance with the terms~~ of ~~the~~Certain ~~Offer and not properly withdrawn~~Officers. ~~There is no financing condition to the Offer.~~

~~The~~Item ~~closing~~5.03. ofAmendments ~~the Merger is subject~~ to ~~the~~Articles ~~satisfaction~~ of ~~customary~~Incorporation ~~closing~~or ~~conditions,~~Bylaws; ~~and,~~Change ~~depending on the number of Shares held by DSM, Merger Sub and their affiliates after Merger Sub’s acceptance of the Shares properly tendered~~ in ~~connection~~Fiscal ~~with the Offer, approval of the Merger by holders of outstanding Shares~~Year.

~~The~~Item Merger Agreement includes customary representations, warranties and covenants of the Company, DSM and Merger Sub, among other obligations, and the Company has agreed to operate its business in the ordinary course until the Merger is consummated8.01. ~~Among~~Other other covenants, the Company or any Company Subsidiary (as defined in the Merger Agreement) has agreed not to, directly or indirectly: (i) solicit, initiate, or knowingly encourage the submission of any Takeover Proposal (as defined in the Merger Agreement); (ii) participate or engage in any discussions or negotiations regarding, or furnish to any Person (as defined in the Merger Agreement) any non-public information with respect to, or would reasonably be expected to lead to, any Takeover Proposal; or (iii) release any third party from any confidentiality agreement entered into in connection with any Takeover Proposal or potential Events.

As ~~Takeover~~previously ~~Proposal~~disclosed, oron ~~any~~May 2, ~~standstill agreement or standstill provision to which the Company is a party or fail to reasonably enforce or grant any material waiver~~2012, ~~request~~Kensey orNash ~~consent to any Takeover Proposal under~~Corporation, ~~any~~a ~~such~~Delaware ~~agreement~~corporation ~~or the Rights Agreement~~ (as“Kensey ~~hereinafter~~Nash” ~~defined).~~or ~~However, subject to~~ the “Company’s”) ~~compliance~~entered ~~with~~into ~~the~~an ~~Merger~~ Agreement and ~~prior~~Plan toof ~~the time~~ Merger ~~Sub accepts~~ (the ~~Shares~~“Merger ~~for~~Agreement”) ~~payment~~with inKoninklijke ~~the Offer,~~DSM ~~if the Company’s Board of Directors determines in good faith that an unsolicited written Takeover Proposal is~~N.V., ~~or would reasonably be expected to result in or lead to,~~ a ~~transaction~~corporation ~~that~~organized ~~would, if consummated, result~~ in athe ~~transaction~~Netherlands ~~that is a Superior Proposal~~ (as“Parent” ~~defined~~or ~~in the Merger Agreement~~“DSM”), and ~~the~~Biomedical ~~Company’s~~Acquisition Board of Directors determines in good faith that failure to take such action would be reasonably likely to violate the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable lawCorporation, ~~the~~a ~~Company~~Delaware iscorporation ~~permitted to furnish information with respect to the Company~~ and ~~each~~an ~~Company~~indirect ~~Subsidiary~~wholly-owned tosubsidiary ~~the~~of ~~third~~DSM ~~party making the Takeover Proposal and engage in negotiations or discussions with that third party~~(“Purchaser”).

~~The~~Pursuant to the Merger Agreement, ~~contains~~on ~~certain~~May 21, ~~termination~~2012, ~~rights~~DSM ~~for each of the Company~~ and ~~DSM, including~~Purchaser ~~the~~commenced ~~Company’s~~a ~~ability~~tender offer to ~~terminate~~purchase ~~the~~all ~~agreement~~outstanding inshares ~~order~~of Kensey toNash’s ~~accept~~common astock, ~~Superior~~including ~~Proposal; provided that~~ the ~~Company~~associated ~~must,~~preferred ~~among~~stock ~~other~~purchase ~~things~~rights (“Shares”), ~~first~~at ~~give~~a ~~DSM~~price ~~three~~of ~~business~~$38.50 ~~days~~per toshare ~~make~~in acash, ~~proposal~~net to ~~amend~~ the ~~terms~~holder ofthereof, ~~the~~without ~~Merger Agreement~~interest and ifsubject ~~that~~to ~~proposal is determined by~~ the ~~Company’s~~applicable ~~Board~~withholding of ~~Directors~~taxes (the to“Offer ~~be at least as favorable from a financial point of view as that Superior Proposal~~Price”), ~~then~~upon the ~~Company~~terms ~~may~~and ~~not~~subject ~~terminate~~ to ~~accept~~the ~~that~~conditions ~~Superior~~set ~~Proposal.~~forth Ifin the ~~Merger~~ ~~Agreement~~Offer isto ~~terminated~~Purchase, ~~under~~dated ~~certain~~May 21, ~~circumstances~~2012, ~~including~~and ~~entering~~in ~~into~~the anrelated ~~agreement~~Letter ~~with~~of ~~respect~~Transmittal ~~to a Superior Proposal~~(which, ~~the~~together ~~Company~~with ~~must~~all ~~pay~~amendments ~~DSM~~and asupplements ~~termination~~thereto, collectively ~~fee~~constitute ofthe ~~$12,600,000~~“Offer”).

AsOn ~~part~~June 19, ~~of the Merger Agreement~~2012, ~~the~~DSM ~~Company~~announced ~~has~~that ~~granted to Merger Sub an irrevocable option (~~the ~~“Top-Up~~initial ~~Option”)~~offering toperiod ~~purchase the number~~ of ~~authorized and unissued shares of Common Stock (~~the Offer ~~“Top-Up~~had ~~Option~~expired ~~Shares”)~~at ~~equal~~12:00 tomidnight, ~~the~~New ~~number~~York ofCity ~~Shares that~~time, ~~when~~on ~~added~~Monday, toJune 18, ~~the~~2012 ~~number of Shares owned by DSM~~ and ~~Merger~~that ~~Sub~~ as of ~~immediately~~such ~~prior~~time, tobased ~~the~~on ~~exercise of~~ the ~~Top-Up~~ ~~Option,~~information ~~constitutes~~provided ~~one~~by ~~share more than 90% of~~ the ~~number~~depositary offor ~~shares of Common Stock then outstanding (~~the ~~“Number~~Offer, ~~of Top-Up Option Shares”)~~7,151,081 ~~assuming the issuance of the Top-Up Option~~ Shares. ~~The~~were ~~obligation~~validly oftendered ~~the Company to issue~~ and ~~deliver~~not ~~the~~withdrawn ~~Top-Up~~prior ~~Option Shares upon the exercise of the Top-Up Option is subject~~ to the expiration ~~condition that the Number~~ of ~~Top-Up Option Shares shall not exceed~~ the ~~aggregate~~Offer of (~~x) the~~including ~~number~~276,900 of Shares ~~held~~tendered ~~as treasury shares~~ by ~~the~~notices ~~Company and~~of ~~any~~guaranteed ~~Company Subsidiary plus (y~~delivery) ~~the~~, ~~number~~representing ofapproximately ~~shares~~79% of ~~Common Stock that~~ the ~~Company is authorized to issue under its certificate of incorporation but that are not~~ issued and outstanding asShares of(excluding ~~immediately~~Shares ~~prior~~tendered topursuant ~~the exercise of the Top-Up Option. The exercise price for each Top-Up Option Share in the Top-Up Option is equal~~ to ~~the~~guaranteed ~~Offer~~delivery ~~Price~~procedures). ~~Merger Sub~~On June 19, ~~at its election~~2012, ~~may~~Purchaser ~~pay~~accepted ~~the~~for ~~purchase~~payment ~~price~~all ~~either~~Shares ~~(i) entirely~~that inwere ~~cash~~validly ortendered ~~(ii) by~~and ~~paying in cash an amount equal to~~ not ~~less~~properly ~~than~~withdrawn, ~~the aggregate par value of such Top-Up Option Shares~~ and bypayment ~~executing~~is ~~and~~being ~~delivering~~made, toin ~~the~~accordance ~~Company~~with ~~a full-recourse promissory note having a principal amount equal to~~ the ~~balance~~terms of ~~such purchase price, with a term of one year and bearing interest at~~ the ~~annual rate of 5%, or by any combination of cash and such promissory note~~Offer. ~~The~~Upon ~~determination of~~ the ~~fair~~acceptance ~~value~~ of ~~any~~Shares ~~shares~~for ofpayment ~~Common~~pursuant ~~Stock in any appraisal proceeding shall be determined without regard~~ to the ~~Top-Up Option,~~ ~~the~~Offer ~~Top-Up~~on ~~Option Shares or any promissory note delivered by Merger Sub to the Company in payment for the Top-Up Option Shares. If the Top-Up Option is exercised by Merger Sub~~June 19, ~~Merger Sub is required~~2012, ~~subject~~a tochange ~~the~~of ~~terms~~control ~~and conditions~~ of ~~the Merger~~Kensey ~~Agreement,~~Nash ~~to effect a short-form merger under Delaware law~~occurred.

~~The~~In order to complete the Merger, and pursuant to Section 1.8 of the Merger Agreement, ison ~~attached~~June 22, 2012, Purchaser exercised its top-up option (the “Top-Up Option”) to ~~this~~purchase ~~Current~~Shares, ~~Report on~~and ~~Form~~Kensey 8Nash issued 7,953,922 Shares (the “Top-KUp Option Shares”) to ~~provide~~Purchaser, at a price per Share equal to the ~~Company~~Offer ~~stockholders~~Price. ~~with~~Purchaser ~~information~~paid ~~regarding~~for the ~~terms~~Top-Up Option Shares by the delivery of cash in the ~~Merger~~amount ~~Agreement~~of $7,953.92 and isa ~~not~~promissory ~~intended~~note with a principal amount of $306,218,043.08. The Top-Up Option Shares, when added to the ~~modify~~number of Shares directly or ~~supplement~~indirectly ~~any~~owned ~~factual~~by ~~disclosures~~DSM ~~about~~and Purchaser at the ~~Company~~time inof exercise of the ~~Company’s~~Top-Up ~~public~~Option, ~~reports~~represented ~~filed~~one ~~with~~Share more than 90% of Shares outstanding immediately after the U issuance of the Top-Up Option Shares.S. The Top-Up Option Shares were issued without registration under the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, as amended (the “~~SEC~~Securities Act”)., Inin ~~particular,~~reliance ~~the~~upon ~~Merger~~an ~~Agreement~~exemption ~~and~~from ~~the~~registration ~~above~~pursuant ~~summary~~to Section 4(2) of ~~its~~the ~~terms~~Securities ~~are~~Act, as a transaction by an issuer not ~~intended~~involving toa bepublic offering. In the Merger Agreement, DSM and ~~should~~Purchaser ~~not~~represented beand ~~relied~~warranted ~~upon~~to Kensey Nash that Merger Sub was an “Accredited Investor” as, ~~disclosures~~defined ~~regarding~~in ~~any~~Rule ~~facts~~501 orof ~~circumstances~~Regulation ~~relating~~D to under the ~~Company~~Securities Act, and DSM, and Merger Sub, ~~their~~agreed ~~respective~~that ~~subsidiaries~~the Top-Up Option Shares were acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act.

~~affiliates~~Pursuant orto ~~any~~the ~~other~~terms ~~party.~~and ~~The~~subject ~~representations,~~to ~~warranties~~the ~~and~~conditions ~~covenants~~of ~~contained in~~ the Merger Agreement, ~~have~~at ~~been~~3:00 ~~negotiated~~p.m. ~~only~~New ~~for~~York ~~the~~City ~~purpose~~time on June 22, 2012, Purchaser filed a certificate of merger (the ~~Merger~~“Certificate ~~Agreement~~of ~~and~~Merger”) ~~are~~with ~~intended solely~~the ~~for~~Secretary ~~the~~of ~~benefit~~State of the ~~parties~~State ~~thereto~~of Delaware. InPursuant ~~many~~to ~~cases,~~the ~~these~~Certificate ~~representations~~of Merger, ~~warranties~~Purchaser ~~and~~merged ~~covenants~~with ~~are~~and ~~subject~~into toKensey ~~limitations~~Nash ~~agreed~~(the ~~upon~~“Merger”), effective byas ~~the~~of ~~parties~~11:59 ~~and~~p.m. ~~are~~New ~~qualified~~York byCity ~~certain~~time ~~supplemental~~on ~~disclosures~~June 22, ~~provided~~2012 by (the ~~parties~~“Effective toTime”), ~~one another~~ in ~~connection~~accordance with the ~~execution~~“short-form” ofmerger ~~the~~provisions ~~Merger~~available ~~Agreement.~~under ~~Furthermore~~Delaware law, ~~many~~which ofallow the ~~representations~~completion ~~and~~of ~~warranties in~~ the Merger ~~Agreement~~without ~~are~~a vote ~~the~~or ~~result~~meeting of astockholders ~~negotiated~~of ~~allocation~~Kensey ofNash. ~~contractual~~Kensey ~~risk~~Nash ~~among~~was the ~~parties~~surviving ~~and,~~corporation ~~taken~~ in ~~isolation,~~ dothe ~~not~~Merger ~~necessarily~~and, ~~reflect~~as ~~facts~~a ~~about~~result of the ~~Company~~Merger, ~~DSM,~~has ~~Merger~~become ~~Sub,~~an ~~their~~indirect ~~respective~~wholly-owned ~~subsidiaries~~subsidiary ~~and~~of ~~affiliates~~DSM. orIn ~~any~~the Merger, each Share (other ~~party.~~than ~~Likewise~~Shares held by DSM, the ~~any~~Purchaser, ~~references~~including toas ~~materiality~~a ~~contained~~result inof the ~~representations~~exercise ~~and~~of ~~warranties~~the ~~may~~Top-Up ~~not correspond~~Option, toKensey ~~concepts~~Nash ofand ~~materiality~~Shares ~~applicable~~held toby ~~investors~~holders orwho ~~stockholders.~~properly ~~Finally,~~exercise ~~information~~their ~~concerning~~appraisal ~~the~~rights ~~subject~~under ~~matter~~applicable ofDelaware ~~the~~law) ~~representations~~was cancelled and ~~warranties~~converted ~~may~~into ~~change~~the ~~after~~right ~~the~~to ~~date~~receive $38.50 ofper ~~the~~Share, ~~Merger~~net ~~Agreement~~to ~~and~~the ~~these~~holder ~~changes~~in ~~may~~cash, ~~not~~without ~~be fully~~interest, ~~reflected~~subject into ~~the~~any ~~Company’s~~required ~~public~~withholding ~~disclosures~~of taxes.

AIn ~~copy~~connection ofwith the ~~Merger~~consummation ~~Agreement~~of isthe ~~attached~~Merger, ason ~~Exhibit~~June ~~2.1~~22, to2012, Kensey Nash ~~this~~notified ~~report~~the NASDAQ Global Select Market that the Certificate of Merger had been filed, and istrading ~~incorporated~~in ~~herein~~the byShares ~~reference.~~on ~~The~~the ~~foregoing~~NASDAQ ~~description~~Global Select Market was halted prior to the open of the ~~Merger~~market ~~Agreement~~on ~~does~~Monday, ~~not~~June 25, ~~purport~~2012. Kensey Nash intends to file bea ~~complete~~Form ~~and~~15 isapplication ~~qualified~~to interminate ~~its~~the ~~entirety~~registration byof ~~reference~~the toShares under the ~~Merger~~Securities ~~Agreement~~Exchange Act of 1934, as amended.

~~Item 2~~The total amount of the consideration payable in connection with the change of control transaction is approximately $360.025 million. ~~Results~~DSM has ofprovided ~~Operations~~Purchaser with sufficient funds to purchase all Shares accepted for payment in the Offer and ~~Financial~~has ~~Condition~~provided funding for the purchase of Shares in the Merger.

~~The~~Pursuant ~~information~~to inthe ~~this~~Merger ~~Item 2.02~~Agreement, ~~(including~~at ~~Exhibit~~the ~~99.1)~~Effective ~~shall~~Time, ~~not~~Kensey beNash’s ~~deemed~~certificate ~~“filed” for purposes~~ of ~~Section 18~~incorporation ofwas ~~the~~amended ~~Securities~~and ~~Exchange~~restated ~~Act~~in ofits ~~1934,~~entirety ~~as amended~~ (the “~~Exchange Act”),~~Amended orand ~~incorporated~~Restated byCertificate ~~reference~~of Incorporation”). inA ~~any~~copy ~~filing~~of ~~under~~ the ~~Securities~~form ~~Act~~ of ~~1933,~~the asAmended ~~amended,~~and orRestated ~~the~~Certificate ~~Exchange~~of ~~Act,~~Incorporation ~~except~~is filed as ~~shall~~Exhibit 3.1 behereto ~~expressly~~and ~~set~~is ~~forth~~incorporated herein by ~~specific~~ reference ~~in such a filing~~.

OnAlso ~~May 3,~~pursuant ~~2012~~to the Merger Agreement, at the ~~Company~~Effective ~~announced~~Time, ~~its~~Kensey ~~results~~Nash’s ofbylaws ~~operations~~were amended and ~~financial~~restated ~~position~~in astheir ~~of,~~entirety ~~and~~to ~~for~~be identical to the ~~three~~bylaws ~~and~~of ~~nine~~Purchaser, ~~month~~as in effect immediately ~~periods,~~prior ~~ended~~to ~~March 31~~the Effective Time, ~~2012.~~except ~~The~~that ~~press~~the ~~release~~name of the company set forth therein is ~~attached~~Kensey ~~hereto~~Nash Corporation (the “Amended and Restated By-Laws”). A copy of the form of the Amended and Restated By-Laws is filed as Exhibit 99 3.12 hereto and is incorporated herein by reference.

~~Item 3~~Effective as of the Effective Time, each of Joseph W.03 ~~Material~~Kaufmann, ~~Modification~~Douglas G. Evans, P.E., C. McCollister Evarts, M.D., Robert J. Bobb, Donald E. Morel, Jr., Ph.D., Walter R. Maupay, Jr. and Lisa D. Earnhardt no longer serve on the Board of Directors of Kensey Nash (the “Board”) nor any committees of the Board on which they served. Pursuant to ~~Rights~~the Merger Agreement, Chistophe Dardel and Hugh C. Welsh became the sole directors of ~~Security~~Kensey ~~Holders~~Nash as of the Effective Time.

~~Effective~~The ~~May 2,~~descriptions ~~2012,~~of ~~prior~~provisions ~~to the execution~~ of the Merger Agreement, ~~the~~set ~~Board~~forth ofabove ~~Directors~~do ofnot ~~the~~purport ~~Company~~to ~~approved,~~be complete and ~~the~~are ~~Company~~qualified ~~entered~~in ~~into,~~their ~~Amendment~~entirety ~~No. 1~~by ~~(the~~reference ~~“Amendment”)~~ to the ~~Rights~~Merger Agreement, ~~dated~~which asKensey ofNash ~~June~~filed as Exhibit ~~18,~~2.1 ~~2009~~to ~~(the~~its ~~“Rights~~Current ~~Agreement”)~~Report on Form 8-K, ~~between~~filed with the ~~Company~~Securities and ~~Computershare~~Exchange ~~Trust~~Commission ~~Company~~on May 3, N2012 and incorporated herein by reference.A.

~~The~~On ~~Amendment~~June 19, ~~among other things~~2012, ~~renders~~DSM ~~the~~issued ~~Rights Agreement inapplicable to the Merger, the Offer, the Merger Agreement and any of the transactions contemplated thereby. The Amendment amends Sections 1(~~a), ~~3(a),~~press 11release ~~and~~announcing ~~13 of~~ the ~~Rights~~expiration ~~Agreement to provide that neither (a) the announcement, commencement or consummation~~ of the Offer,. ~~nor~~A ~~(b) the~~copy ~~execution, delivery or performance~~ of the ~~Merger~~press ~~Agreement~~release oris ~~the~~attached ~~consummation~~as ofExhibit ~~any~~99.1 ofto ~~the transactions~~this ~~contemplated~~Current ~~thereby~~Report ~~(including,~~on ~~without~~Form ~~limitation,~~8-K ~~the Offer~~ and ~~the~~is ~~Merger), will (i) cause DSM or Merger Sub or any affiliate of DSM or Merger Sub to become an Acquiring Person (as defined in the Rights Agreement),~~incorporated ~~(ii) give~~herein ~~rise~~by to a Distribution Date (as defined in the Rights Agreement), (iii) constitute a Triggering Event (as defined in the Rights Agreement) or (iv) trigger certain other events specified in the Rights Agreementreference.

~~The~~Item ~~Amendment also provides that the Rights Agreement shall expire immediately prior to the Effective Time (as defined in the Merger Agreement) if the Rights Agreement has not previously terminated~~9. ~~If the Merger Agreement is terminated, the changes to the Rights Agreement pursuant to the Amendment will be of no further force or effect~~01. AFinancial ~~copy~~Statements ~~of the Amendment is attached hereto as Exhibit 4.1~~ and ~~is incorporated herein by reference~~Exhibits. ~~The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment.~~

Item 8.01 Other Events.

On May 3, 2012, the Company issued a press release relating to the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Additional Information

The Offer described in this Current Report on Form 8-K has not yet commenced, and this report does not constitute a recommendation to stockholders of the Company to tender or otherwise sell shares of the Company’s common stock.

At the time the Offer is commenced, DSM and Merger Sub will file with the SEC and mail to the Company’s stockholders a Tender Offer Statement on Schedule TO, and the Company will file with the SEC and mail to its stockholders a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the transaction. These will contain important information about DSM, Merger Sub, the Company, the transaction and other related matters. Investors and security holders are urged to read each of these documents carefully when they are available.

Investors and security holders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement and other documents filed with the SEC by DSM, Merger Sub and the Company through the website maintained by the SEC at www.sec.gov once such documents are filed with the SEC. A copy of the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (once it becomes available) may be obtained free of charge from the Company’s website at www.kenseynash.com, or by directing a request to the Company at 735 Pennsylvania Drive, Exton PA 19341, Attn: Joseph W. Kaufmann. In addition, a copy of the Tender Offer Statement, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge from DSM’s website at www.dsm.com or by directing a request to DSM at Het Overloon 1, 6411 TE Heerlen, the Netherlands, Attn: Investor Relations.

Safe Harbor for Forward-Looking Statements

Statements contained herein regarding the proposed transaction between DSM and the Company, the expected timetable for completing the transaction, the potential benefits of the transaction, and other statements about management’s future expectations, beliefs, goals, plans or prospects constitute forward looking statements. The Company has tried to identify these forward looking statements by using words such as “expect,” “anticipate,” “estimate,” “plan,” “will,” “would,” “should,” “forecast,” “believe,” “guidance,” “projection” or similar expressions, but these words are not the exclusive means for identifying such statements. The Company cautions that a number of risks, uncertainties and other important factors could cause the Company’s actual results, performance and achievements to differ materially from those expressed in, or implied by, the forward-looking statements, including, without limitation, uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Company stockholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; any conditions imposed by governmental or regulatory authorities in connection with consummation of the tender offer and the merger; satisfaction of various other conditions to the completion of the tender offer and the merger contemplated by the merger agreement; the risk that DSM will not perform its obligations under the merger agreement; and the risk factors set forth from time to

time in the Company’s other filings with the SEC, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Description of Exhibits
ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of May 2, 2012, among Koninklijke DSM N.V., Biomedical Acquisition Corporation and Kensey Nash Corporation. The schedules and exhibits (other than exhibits A and B) to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K but will be provided supplementally to the SEC upon request.
3.1		Form of Amended and Restated Certificate of Incorporation of Kensey Nash Corporation (incorporated by reference to Exhibit 2.1 to Kensey Nash’s Current Report on Form 8-K filed on May 3, 2012).
4.1		Amendment, dated as of May 2, 2012, to the Rights Agreement, dated as of June 18, 2009, between Kensey Nash Corporation and Computershare Trust Company, N.A.
3.2		Form of Amended and Restated By-Laws of Kensey Nash Corporation.
99.1		Press Release ofissued ~~Kensey~~by ~~Nash Corporation~~DSM, dated ~~May~~June 319, 2012, ~~announcing~~(incorporated ~~its~~by ~~operating~~reference ~~results~~to ~~for~~Exhibit (a)(5)(I) of Amendment No. 2 to the ~~third~~Schedule ~~quarter~~TO offiled ~~fiscal~~by DSM and Purchaser on June 19, 2012).
99.2		Press Release of Kensey Nash Corporation, dated May 3, 2012, announcing its agreement to be acquired by Koninklijke DSM N.V.

SIGNATURES

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.


KENSEY NASH CORPORATION

By:		/s/ Michael Celano

Name:		Michael Celano

Its:		Chief Financial Officer

Dated: ~~May 3~~June 25, 2012

Exhibit Index

Exhibit Number		Description of Exhibits
ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of May 2, 2012, among Koninklijke DSM N.V., Biomedical Acquisition Corporation and Kensey Nash Corporation. The schedules and exhibits (other than exhibits A and B) to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K but will be provided supplementally to the SEC upon request.
3.1		Form of Amended and Restated Certificate of Incorporation of Kensey Nash Corporation (incorporated by reference to Exhibit 2.1 to Kensey Nash’s Current Report on Form 8-K filed on May 3, 2012).
4.1		Amendment, dated as of May 2, 2012, to the Rights Agreement, dated as of June 18, 2009, between Kensey Nash Corporation and Computershare Trust Company, N.A.
3.2		Form of Amended and Restated By-Laws of Kensey Nash Corporation.
99.1		Press Release ofissued ~~Kensey~~by ~~Nash Corporation~~DSM, dated ~~May~~June 319, 2012, ~~announcing~~(incorporated ~~its~~by ~~operating~~reference ~~results~~to ~~for~~Exhibit (a)(5)(I) of Amendment No. 2 to the ~~third~~Schedule ~~quarter~~TO offiled ~~fiscal~~by DSM and Purchaser on June 19, 2012).
99.2		Press Release of Kensey Nash Corporation, dated May 3, 2012, announcing its agreement to be acquired by Koninklijke DSM N.V.

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