<PAGE>

                                                     Registration No. 333-______

    As filed with the Securities and Exchange Commission on October 23, 2006
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ATS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
            MINNESOTA                                            41-1595629
   (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                            Identification No.)
</TABLE>

                         3905 ANNAPOLIS LANE, SUITE 105
                          MINNEAPOLIS, MINNESOTA 55447
   (Address of registrant's principal executive offices, including zip code)

         ATS MEDICAL, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                            (Full title of the plan)

                                 MICHAEL D. DALE
                             CHIEF EXECUTIVE OFFICER
                                ATS MEDICAL, INC.
                         3905 ANNAPOLIS LANE, SUITE 105
                          MINNEAPOLIS, MINNESOTA 55447
                                 (763) 553-7736
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================
                                AMOUNT TO       PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
   TITLE OF SECURITIES             BE          OFFERING PRICE PER       AGGREGATE       REGISTRATION
     TO BE REGISTERED       REGISTERED(1)(2)        SHARE(3)        OFFERING PRICE(3)        FEE
----------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                  <C>                 <C>
Common Stock,
par value $0.01 per share    500,000 Shares           $2.47             $1,235,000           $133
====================================================================================================
</TABLE>

(1)  Includes 500,000 shares of common stock of ATS Medical, Inc. that may be
     offered or sold pursuant to the ATS Medical, Inc. 1998 Employee Stock
     Purchase Plan, as amended. ATS Medical, Inc. previously registered 200,000
     and 300,000 shares of common stock under the plan on June 23, 1998
     (333-57527) and August 1, 2003 (333-107560), respectively.

(2)  Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
     of shares of common stock being registered includes any additional
     securities that may become issuable according to anti-dilution provisions
     of the ATS Medical, Inc. 1998 Employee Stock Purchase Plan, as amended.

(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as
     amended. The proposed maximum aggregate offering price is based on the
     average of the high and low prices of ATS Medical, Inc. common stock as
     reported on the NASDAQ Global Market on October 16, 2006.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by ATS Medical, Inc. ("we," "us" or "ATS"), are
incorporated by reference in this registration statement:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
          2005, as amended;

     (b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2006, as amended, and our Quarterly Report on Form 10-Q for the
          quarter ended June 30, 2006;

     (c)  Our Current Reports on Form 8-K filed on January 26, 2006 (two
          reports), January 27, 2006, February 9, 2006, March 1, 2006, March 24,
          2006, April 3, 2006, May 4, 2006 (containing Item 5.02 disclosure, as
          amended on May 5, 2006), June 9, 2006, June 19, 2006 (two reports,
          except for Item 2.02 disclosure contained therein), August 15, 2006,
          August 17, 2006, August 25, 2006, September 13, 2006, September 29,
          2006 and October 5, 2006; and

     (d)  The description of our common stock contained in any registration
          statement or report filed by us under the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 521 of the Minnesota Business Corporation Act provides that a
company shall, subject to certain limitations, indemnify officers and directors
made or threatened to be made a party to a proceeding by reason of that officer
or director's former or present official capacity with the company. As required,
we will indemnify that person against judgments, penalties, fines, settlements
and reasonable expenses if the officer or director:

     -    has not been indemnified by another organization;

     -    acted in good faith;

     -    has not received an improper personal benefit and Section 255
          regarding director conflicts of interests, if applicable, has been
          satisfied;

     -    assuming the case is a criminal proceeding, the person had no
          reasonable cause to believe the conduct was unlawful; and


                                      II-1

<PAGE>

     -    reasonably believed that the conduct was in the best interests of the
          company or, in the case of an officer or director who is or was
          serving at the request of the company as a director, officer, partner,
          trustee, employee or agent of another organization or employee benefit
          plan, reasonably believed that the conduct was not opposed to the best
          interests of the company.

     Article 9 of our Restated Articles of Incorporation, as amended to date,
provides that we shall indemnify our officers and directors to the fullest
extent permissible under the Minnesota Business Corporation Act, as now enacted
or hereafter amended. Section 9.01 of our Bylaws provides that we shall
indemnify our officers and directors under such circumstances and to the extent
permitted by Section 521 of the Minnesota Business Corporation Act, as now
enacted or hereafter amended.

     We have established a Self-Insurance Trust Agreement to assist in funding
indemnification of our directors and officers to the extent permissible under
Minnesota law. We have contributed $300,000 plus interest to an irrevocable
trust (the "Trust") to be invested by an independent trustee in governmental
issued or insured obligations. The Trust funds may be used only for
indemnification of our officers or directors or, at our direction and with the
consent of the beneficiaries under the Trust, to pay directors' and officers'
liability insurance premiums. The rights of the beneficiaries under the Trust
are contract rights enforceable against ATS and the trustee. In addition to the
Trust, since November 1995 we have maintained a liability insurance policy for
our directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1  Restated Articles of Incorporation, as amended to date, incorporated
          by reference to Exhibit 3.1 to ATS Medical, Inc.'s Annual Report on
          Form 10-K for the year ended December 31, 1993.

     4.2  Bylaws, as amended to date, incorporated by reference to Exhibit 3.2
          to ATS Medical, Inc.'s Annual Report on Form 10-K for the year ended
          December 31, 1996.

     4.3  Specimen certificate for shares of Common Stock of ATS Medical, Inc.,
          incorporated by reference to Exhibit 4.1 to ATS Medical, Inc.'s Annual
          Report on Form 10-K for the year ended December 31, 1997.

     5.1  Opinion of Dorsey & Whitney LLP.

     23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

     23.2 Consent of Independent Registered Public Accounting Firm.

     24.1 Power of Attorney.


                                      II-2

<PAGE>

ITEM 9. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the SEC pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in reports filed with or
     furnished to the SEC by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in the
     registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 20th day of
October, 2006.

                                        ATS MEDICAL, INC.


                                        By: /s/ Michael D. Dale
                                            ------------------------------------
                                            Michael D. Dale
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the 20th day of October, 2006.

<TABLE>
<CAPTION>
SIGNATURE                               TITLE
---------                               -----
<S>                                     <C>


/s/ Michael D. Dale                     Chief Executive Officer, President and
-------------------------------------   Chairman of the Board of Directors
Michael D. Dale                         (principal executive officer)


/s/ Deborah K. Chapman                  Controller
-------------------------------------   (principal financial and accounting officer)
Deborah K. Chapman


*                                       Director
-------------------------------------
Steven M. Anderson


*                                       Director
-------------------------------------
Robert E. Munzenrider


*                                       Director
-------------------------------------
Eric W. Sivertson


*                                       Director
-------------------------------------
Theodore C. Skokos
</TABLE>


*By: /s/ Deborah K. Chapman
     --------------------------------
     Deborah K. Chapman
     Attorney-in-Fact


                                      II-4

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                 DESCRIPTION
-------   ----------------------------------------------------------------------
<S>       <C>
   4.1    Restated Articles of Incorporation, as amended to date, incorporated
          by reference to Exhibit 3.1 to ATS Medical, Inc.'s Annual Report on
          Form 10-K for the year ended December 31, 1993.

   4.2    Bylaws, as amended to date, incorporated by reference to Exhibit 3.2
          to ATS Medical, Inc.'s Annual Report on Form 10-K for the year ended
          December 31, 1996.

   4.3    Specimen certificate for shares of Common Stock of ATS Medical, Inc.,
          incorporated by reference to Exhibit 4.1 to ATS Medical, Inc.'s Annual
          Report on Form 10-K for the year ended December 31, 1997.

   5.1    Opinion of Dorsey & Whitney LLP.

  23.1    Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

  23.2    Consent of Independent Registered Public Accounting Firm.

  24.1    Power of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "c09248sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17011}]
{"company-data": {"conformed-name": "ATS MEDICAL INC", "cik": "0000824068", "assigned-sic": "3842", "irs-number": "411595629", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138147", "film-number": "061156962"}, "business-address": {"street1": "3905 ANNAPOLIS LA", "street2": "SUITE 105", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447", "phone": "6125537736"}, "mail-address": {"street1": "3905 ANNAPOLIS LANE", "street2": "SUITE 105", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447"}, "former-company": {"former-conformed-name": "ATS MEDCIAL INC", "date-changed": "19920803"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on October 23, 2006
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ATS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)
MINNESOTA                                            41-1595629
   (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                            Identification No.)
3905 ANNAPOLIS LANE, SUITE 105
                          MINNEAPOLIS, MINNESOTA 55447
   (Address of registrant's principal executive offices, including zip code)

         ATS MEDICAL, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                            (Full title of the plan)

                                 MICHAEL D. DALE
                             CHIEF EXECUTIVE OFFICER
                                ATS MEDICAL, INC.
                         3905 ANNAPOLIS LANE, SUITE 105
                          MINNEAPOLIS, MINNESOTA 55447
                                 (763) 553-7736
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================
                                AMOUNT TO       PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
   TITLE OF SECURITIES             BE          OFFERING PRICE PER       AGGREGATE       REGISTRATION
     TO BE REGISTERED       REGISTERED(1)(2)        SHARE(3)        OFFERING PRICE(3)        FEE
----------------------------------------------------------------------------------------------------
Common Stock,
par value $0.01 per share    500,000 Shares           $2.47             $1,235,000           $133
====================================================================================================
(1)  Includes 500,000 shares of common stock of ATS Medical, Inc. that may be
     offered or sold pursuant to the ATS Medical, Inc. 1998 Employee Stock
     Purchase Plan, as amended. ATS Medical, Inc. previously registered 200,000
     and 300,000 shares of common stock under the plan on June 23, 1998
     (333-57527) and August 1, 2003 (333-107560), respectively.

(2)  Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
     of shares of common stock being registered includes any additional
     securities that may become issuable according to anti-dilution provisions
     of the ATS Medical, Inc. 1998 Employee Stock Purchase Plan, as amended.

(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as
     amended. The proposed maximum aggregate offering price is based on the
     average of the high and low prices of ATS Medical, Inc. common stock as
     reported on the NASDAQ Global Market on October 16, 2006.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by ATS Medical, Inc. ("we," "us" or "ATS"), are
incorporated by reference in this registration statement:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
          2005, as amended;

     (b)  Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2006, as amended, and our Quarterly Report on Form 10-Q for the
          quarter ended June 30, 2006;

     (c)  Our Current Reports on Form 8-K filed on January 26, 2006 (two
          reports), January 27, 2006, February 9, 2006, March 1, 2006, March 24,
          2006, April 3, 2006, May 4, 2006 (containing Item 5.02 disclosure, as
          amended on May 5, 2006), June 9, 2006, June 19, 2006 (two reports,
          except for Item 2.02 disclosure contained therein), August 15, 2006,
          August 17, 2006, August 25, 2006, September 13, 2006, September 29,
          2006 and October 5, 2006; and

     (d)  The description of our common stock contained in any registration
          statement or report filed by us under the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 521 of the Minnesota Business Corporation Act provides that a
company shall, subject to certain limitations, indemnify officers and directors
made or threatened to be made a party to a proceeding by reason of that officer
or director's former or present official capacity with the company. As required,
we will indemnify that person against judgments, penalties, fines, settlements
and reasonable expenses if the officer or director:

     -    has not been indemnified by another organization;

     -    acted in good faith;

     -    has not received an improper personal benefit and Section 255
          regarding director conflicts of interests, if applicable, has been
          satisfied;

     -    assuming the case is a criminal proceeding, the person had no
          reasonable cause to believe the conduct was unlawful; and

                                      II-1
-    reasonably believed that the conduct was in the best interests of the
          company or, in the case of an officer or director who is or was
          serving at the request of the company as a director, officer, partner,
          trustee, employee or agent of another organization or employee benefit
          plan, reasonably believed that the conduct was not opposed to the best
          interests of the company.

     Article 9 of our Restated Articles of Incorporation, as amended to date,
provides that we shall indemnify our officers and directors to the fullest
extent permissible under the Minnesota Business Corporation Act, as now enacted
or hereafter amended. Section 9.01 of our Bylaws provides that we shall
indemnify our officers and directors under such circumstances and to the extent
permitted by Section 521 of the Minnesota Business Corporation Act, as now
enacted or hereafter amended.

     We have established a Self-Insurance Trust Agreement to assist in funding
indemnification of our directors and officers to the extent permissible under
Minnesota law. We have contributed $300,000 plus interest to an irrevocable
trust (the "Trust") to be invested by an independent trustee in governmental
issued or insured obligations. The Trust funds may be used only for
indemnification of our officers or directors or, at our direction and with the
consent of the beneficiaries under the Trust, to pay directors' and officers'
liability insurance premiums. The rights of the beneficiaries under the Trust
are contract rights enforceable against ATS and the trustee. In addition to the
Trust, since November 1995 we have maintained a liability insurance policy for
our directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1  Restated Articles of Incorporation, as amended to date, incorporated
          by reference to Exhibit 3.1 to ATS Medical, Inc.'s Annual Report on
          Form 10-K for the year ended December 31, 1993.

     4.2  Bylaws, as amended to date, incorporated by reference to Exhibit 3.2
          to ATS Medical, Inc.'s Annual Report on Form 10-K for the year ended
          December 31, 1996.

     4.3  Specimen certificate for shares of Common Stock of ATS Medical, Inc.,
          incorporated by reference to Exhibit 4.1 to ATS Medical, Inc.'s Annual
          Report on Form 10-K for the year ended December 31, 1997.

     5.1  Opinion of Dorsey & Whitney LLP.

     23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

     23.2 Consent of Independent Registered Public Accounting Firm.

     24.1 Power of Attorney.

                                      II-2
ITEM 9. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the SEC pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in reports filed with or
     furnished to the SEC by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in the
     registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 20th day of
October, 2006.

                                        ATS MEDICAL, INC.

                                        By: /s/ Michael D. Dale
                                            ------------------------------------
                                            Michael D. Dale
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the 20th day of October, 2006.
SIGNATURE                               TITLE
---------                               -----
/s/ Michael D. Dale                     Chief Executive Officer, President and
-------------------------------------   Chairman of the Board of Directors
Michael D. Dale                         (principal executive officer)

/s/ Deborah K. Chapman                  Controller
-------------------------------------   (principal financial and accounting officer)
Deborah K. Chapman

*                                       Director
-------------------------------------
Steven M. Anderson

*                                       Director
-------------------------------------
Robert E. Munzenrider

*                                       Director
-------------------------------------
Eric W. Sivertson

*                                       Director
-------------------------------------
Theodore C. Skokos
*By: /s/ Deborah K. Chapman
     --------------------------------
     Deborah K. Chapman
     Attorney-in-Fact

                                      II-4
EXHIBIT INDEX
EXHIBIT
 NUMBER                                 DESCRIPTION
-------   ----------------------------------------------------------------------
4.1    Restated Articles of Incorporation, as amended to date, incorporated
          by reference to Exhibit 3.1 to ATS Medical, Inc.'s Annual Report on
          Form 10-K for the year ended December 31, 1993.

   4.2    Bylaws, as amended to date, incorporated by reference to Exhibit 3.2
          to ATS Medical, Inc.'s Annual Report on Form 10-K for the year ended
          December 31, 1996.

   4.3    Specimen certificate for shares of Common Stock of ATS Medical, Inc.,
          incorporated by reference to Exhibit 4.1 to ATS Medical, Inc.'s Annual
          Report on Form 10-K for the year ended December 31, 1997.

   5.1    Opinion of Dorsey & Whitney LLP.

  23.1    Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

  23.2    Consent of Independent Registered Public Accounting Firm.

  24.1    Power of Attorney.