<PAGE>

As filed with the Securities and Exchange Commission on June 1, 2005
                                             Registration No. 333-______________

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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

                             SOMANETICS CORPORATION
             (Exact name of registrant as specified in its charter)

                Michigan                                  38-2394784
   ----------------------------------------        -----------------------------
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                 Identification No.)

   1653 East Maple Road, Troy, Michigan                  48083-4208
   ----------------------------------------         ----------------------------
   (Address of Principal Executive Offices)             (Zip Code)

                SOMANETICS CORPORATION 2005 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                           Bruce J. Barrett, President
                              1653 East Maple Road
                            Troy, Michigan 48083-4208
                      --------------------------------------
                     (Name and address of agent for service)

                                 (248) 689-3050
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                      Proposed               Proposed
Title of securities            Amount to be      maximum offering       maximum aggregate          Amount of
 to be registered               registered        price per share        offering price       registration fee
 ----------------            ----------------    ----------------       -----------------     -----------------
<S>                          <C>                 <C>                    <C>                   <C>
Common Shares(1)              71,216   shares      $    13.55(2)          $   964,976.80
Common Shares(1)              30,000   shares      $    14.92(2)          $   447,600.00
Common Shares(1)             498,784   shares      $    18.22(3)          $ 9,087,844.48
                             ----------------                             --------------          ---------
     Total                   600,000   shares                             $10,500,421.28          $1,235.90
                             ================                             ==============          =========
</TABLE>

(1)   $0.01 par value per share.

(2)   Calculated pursuant to Rule 457(h) solely for the purpose of computing the
      registration fee and based on the exercise price of the options.

(3)   Calculated pursuant to Rule 457(h) solely for the purpose of computing the
      registration fee and based on the average of the high and low sales prices
      of the common shares, as quoted on The Nasdaq SmallCap Market, on May 25,
      2005.

                               Page 1 of 10 Pages
                           Exhibit Index is on Page 8
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents listed below are incorporated by reference in this
registration statement:

      1. Our Annual Report on Form 10-K for the fiscal year ended November 30,
      2004 as filed with the Securities and Exchange Commission pursuant to the
      Securities Exchange Act of 1934.

      2. Our Current Reports on Form 8-K, dated January 13, 2005, February 24,
      2005, March 15, 2005, April 21, 2005 and May 4, 2005 and our Quarterly
      Report on Form 10-Q for the fiscal quarter ended February 28, 2005, all as
      filed with the Securities and Exchange Commission pursuant to the
      Securities Exchange Act of 1934, and all other reports we filed pursuant
      to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the
      end of our fiscal year ended November 30, 2004.

      3. The description of our common shares included in our Prospectus, dated
      March 20, 1991, included in our registration statement on Form S-1 (file
      no. 33-38438) effective March 20, 1991, as filed with the Securities and
      Exchange Commission pursuant to the Securities Act of 1933, under the
      caption "Description of Securities" on pages 41 through 46 of the
      Prospectus and incorporated by reference into our Registration Statement
      on Form 8-A effective March 27, 1991 and filed with the Securities and
      Exchange Commission pursuant to the Securities Exchange Act of 1934,
      including any amendment or report filed for the purpose of updating such
      description.

      All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, before the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part of
this registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                               Page 2 of 10 Pages
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Sections 561-571 of the Michigan Business Corporation Act, directors
and officers of a Michigan corporation may be entitled to indemnification by the
corporation against judgments, expenses, fines and amounts paid by the director
or officer in settlement of claims brought against them by third persons or by
or in the right of the corporation if those directors and officers acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation or its shareholders.

      We are obligated under our bylaws and an employment agreement with our
chief executive officer to indemnify our present or former directors or
executive officers, and we may indemnify any other person, to the fullest extent
now or hereafter permitted by law in connection with any actual or threatened
civil, criminal, administrative or investigative action, suit or proceeding
arising out of their past or future service to us or a subsidiary, or to another
organization at our request or at the request of one of our subsidiaries. In
addition, our Restated Articles of Incorporation limit certain personal
liabilities of our directors.

      We have obtained Directors' and Officers' liability insurance. The policy
provides for $2,000,000 in coverage including prior acts dating to our inception
and liabilities under the Securities Act of 1933.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   EXHIBITS.

4.1       Restated Articles of Incorporation of Somanetics Corporation,
          incorporated by reference to Exhibit 3(i) to our Quarterly Report on
          Form 10-Q for the quarter ended February 28, 1998.

4.2       Amended and Restated Bylaws of Somanetics Corporation, incorporated
          by reference to Exhibit. 3(ii) to our Annual Report on Form 10-K for
          the fiscal year ended November 30, 2003.

4.3       Somanetics Corporation 2005 Stock Incentive Plan, incorporated by
          reference to Exhibit 10.1 to our Current Report on Form 8-K, dated
          February 24, 2005.

5.1       Opinion of Honigman Miller Schwartz and Cohn LLP.

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of Honigman Miller Schwartz and Cohn LLP (included in the
          opinion filed as Exhibit 5.1 to this registration statement).

                               Page 3 of 10 Pages

<PAGE>

24.1      Powers of Attorney (included after the signature of the Registrant
          contained on page 6 of this registration statement).

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;

                  (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 Commission 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;

                  (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) do
            not apply if the registration statement is on Form S-3, Form S-8 or
            Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed with or furnished to the Commission by the
            registrant pursuant to Section 13 or Section 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in the
            registration statement.

                  Provided further, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) do not apply if the registration statement is for an
            offering of asset-backed securities on Form S-1 or Form S-3, and the
            information required to be included in a post-effective amendment is
            provided pursuant to Item 1100(c) of Regulation AB.

            (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new

                               Page 4 of 10 Pages
<PAGE>

            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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                     EXPERTS

      The financial statements incorporated in this registration statement by
reference from Somanetics Corporation's Annual Report on Form 10-K for the year
ended November 30, 2004 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                               Page 5 of 10 Pages
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Troy, State of Michigan, on May 26, 2005.

                                        SOMANETICS CORPORATION

                                        By: /s/ BRUCE J. BARRETT
                                            --------------------------
                                            Bruce J. Barrett,
                                            Its:  President and Chief Executive
                                            Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of SOMANETICS CORPORATION, a Michigan corporation (the "Company"),
hereby constitutes and appoints Bruce J. Barrett, Mary Ann Victor and William M.
Iacona, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Shares, par
value $0.01 a share, pursuant to the Somanetics Corporation 2005 Stock Incentive
Plan, and any of the documents relating to such registration statement; any and
all amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.

                               Page 6 of 10 Pages

<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
          Signature                               Title                           Date
----------------------------   --------------------------------------------   -------------
<S>                            <C>                                            <C>
/s/ BRUCE J. BARRETT                 President and Chief Executive Officer    May 26, 2005
----------------------------
Bruce J. Barrett               and a Director (Principal Executive Officer)

/s/ WILLIAM M. IACONA                Vice President, Finance, Controller,     May 26, 2005
----------------------------
William M. Iacona               and Treasurer (Principal Financial Officer
                                        and Principal Accounting Officer)

/s/ DANIEL S. FOLLIS                              Director                    May 26, 2005
----------------------------
Daniel S. Follis

/s/ DR. JAMES I. AUSMAN                           Director                     May 26, 2005
----------------------------
James I. Ausman, M.D., Ph.D.

/s/ ROBERT R. HENRY                               Director                    May 26, 2005
----------------------------
Robert R. Henry
</TABLE>

                               Page 7 of 10 Pages
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                     Description                                                                    Page
--------                    -----------                                                                    ----
<S>         <C>                                                                                            <C>
  4.1       Restated Articles of Incorporation of Somanetics Corporation,
            incorporated by reference  to Exhibit 3(i) to our Quarterly
            Report on Form 10-Q for the quarter ended February 28, 1998.                                   N/A

  4.2       Amended and Restated Bylaws of Somanetics Corporation,
            incorporated by reference to  Exhibit. 3(ii) to our Annual
            Report on Form 10-K for the fiscal year ended November 30,
            2003.                                                                                          N/A

  4.3       Somanetics Corporation 2005 Stock Incentive Plan, incorporated
            by reference to Exhibit 10.1 to our Current Report on Form
            8-K, dated February 24, 2005.                                                                  N/A

  5.1       Opinion of Honigman Miller Schwartz and Cohn LLP.                                                9

 23.1       Consent of Deloitte & Touche LLP.                                                               10

 23.2       Consent of Honigman Miller Schwartz and Cohn LLP (included in
            the opinion filed as Exhibit 5.1 to this registration statement).                                9

 24.1       Powers of Attorney (included after the signature of the Registrant
            contained on page 6 of this registration statement).                                             6
</TABLE>

                               Page 8 of 10 Pages
[{"type": "S-8", "sequence": "1", "filename": "k95659sv8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 20274}]
{"company-data": {"conformed-name": "SOMANETICS CORP", "cik": "0000704328", "assigned-sic": "3845", "irs-number": "382394784", "state-of-incorporation": "MI", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125392", "film-number": "05870080"}, "business-address": {"street1": "1653 E MAPLE ROAD", "city": "TROY", "state": "MI", "zip": "48083", "phone": "2486893050"}}
As filed with the Securities and Exchange Commission on June 1, 2005
                                             Registration No. 333-______________

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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

                             SOMANETICS CORPORATION
             (Exact name of registrant as specified in its charter)

                Michigan                                  38-2394784
   ----------------------------------------        -----------------------------
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                 Identification No.)

   1653 East Maple Road, Troy, Michigan                  48083-4208
   ----------------------------------------         ----------------------------
   (Address of Principal Executive Offices)             (Zip Code)

                SOMANETICS CORPORATION 2005 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                           Bruce J. Barrett, President
                              1653 East Maple Road
                            Troy, Michigan 48083-4208
                      --------------------------------------
                     (Name and address of agent for service)

                                 (248) 689-3050
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed               Proposed
Title of securities            Amount to be      maximum offering       maximum aggregate          Amount of
 to be registered               registered        price per share        offering price       registration fee
 ----------------            ----------------    ----------------       -----------------     -----------------
Common Shares(1)              71,216   shares      $    13.55(2)          $   964,976.80
Common Shares(1)              30,000   shares      $    14.92(2)          $   447,600.00
Common Shares(1)             498,784   shares      $    18.22(3)          $ 9,087,844.48
                             ----------------                             --------------          ---------
     Total                   600,000   shares                             $10,500,421.28          $1,235.90
                             ================                             ==============          =========
(1)   $0.01 par value per share.

(2)   Calculated pursuant to Rule 457(h) solely for the purpose of computing the
      registration fee and based on the exercise price of the options.

(3)   Calculated pursuant to Rule 457(h) solely for the purpose of computing the
      registration fee and based on the average of the high and low sales prices
      of the common shares, as quoted on The Nasdaq SmallCap Market, on May 25,
      2005.

                               Page 1 of 10 Pages
                           Exhibit Index is on Page 8
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents listed below are incorporated by reference in this
registration statement:

      1. Our Annual Report on Form 10-K for the fiscal year ended November 30,
      2004 as filed with the Securities and Exchange Commission pursuant to the
      Securities Exchange Act of 1934.

      2. Our Current Reports on Form 8-K, dated January 13, 2005, February 24,
      2005, March 15, 2005, April 21, 2005 and May 4, 2005 and our Quarterly
      Report on Form 10-Q for the fiscal quarter ended February 28, 2005, all as
      filed with the Securities and Exchange Commission pursuant to the
      Securities Exchange Act of 1934, and all other reports we filed pursuant
      to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the
      end of our fiscal year ended November 30, 2004.

      3. The description of our common shares included in our Prospectus, dated
      March 20, 1991, included in our registration statement on Form S-1 (file
      no. 33-38438) effective March 20, 1991, as filed with the Securities and
      Exchange Commission pursuant to the Securities Act of 1933, under the
      caption "Description of Securities" on pages 41 through 46 of the
      Prospectus and incorporated by reference into our Registration Statement
      on Form 8-A effective March 27, 1991 and filed with the Securities and
      Exchange Commission pursuant to the Securities Exchange Act of 1934,
      including any amendment or report filed for the purpose of updating such
      description.

      All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, before the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part of
this registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                               Page 2 of 10 Pages
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Sections 561-571 of the Michigan Business Corporation Act, directors
and officers of a Michigan corporation may be entitled to indemnification by the
corporation against judgments, expenses, fines and amounts paid by the director
or officer in settlement of claims brought against them by third persons or by
or in the right of the corporation if those directors and officers acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation or its shareholders.

      We are obligated under our bylaws and an employment agreement with our
chief executive officer to indemnify our present or former directors or
executive officers, and we may indemnify any other person, to the fullest extent
now or hereafter permitted by law in connection with any actual or threatened
civil, criminal, administrative or investigative action, suit or proceeding
arising out of their past or future service to us or a subsidiary, or to another
organization at our request or at the request of one of our subsidiaries. In
addition, our Restated Articles of Incorporation limit certain personal
liabilities of our directors.

      We have obtained Directors' and Officers' liability insurance. The policy
provides for $2,000,000 in coverage including prior acts dating to our inception
and liabilities under the Securities Act of 1933.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   EXHIBITS.

4.1       Restated Articles of Incorporation of Somanetics Corporation,
          incorporated by reference to Exhibit 3(i) to our Quarterly Report on
          Form 10-Q for the quarter ended February 28, 1998.

4.2       Amended and Restated Bylaws of Somanetics Corporation, incorporated
          by reference to Exhibit. 3(ii) to our Annual Report on Form 10-K for
          the fiscal year ended November 30, 2003.

4.3       Somanetics Corporation 2005 Stock Incentive Plan, incorporated by
          reference to Exhibit 10.1 to our Current Report on Form 8-K, dated
          February 24, 2005.

5.1       Opinion of Honigman Miller Schwartz and Cohn LLP.

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of Honigman Miller Schwartz and Cohn LLP (included in the
          opinion filed as Exhibit 5.1 to this registration statement).

                               Page 3 of 10 Pages
24.1      Powers of Attorney (included after the signature of the Registrant
          contained on page 6 of this registration statement).

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;

                  (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 Commission 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;

                  (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) do
            not apply if the registration statement is on Form S-3, Form S-8 or
            Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed with or furnished to the Commission by the
            registrant pursuant to Section 13 or Section 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in the
            registration statement.

                  Provided further, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) do not apply if the registration statement is for an
            offering of asset-backed securities on Form S-1 or Form S-3, and the
            information required to be included in a post-effective amendment is
            provided pursuant to Item 1100(c) of Regulation AB.

            (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new

                               Page 4 of 10 Pages
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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                     EXPERTS

      The financial statements incorporated in this registration statement by
reference from Somanetics Corporation's Annual Report on Form 10-K for the year
ended November 30, 2004 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                               Page 5 of 10 Pages
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Troy, State of Michigan, on May 26, 2005.

                                        SOMANETICS CORPORATION

                                        By: /s/ BRUCE J. BARRETT
                                            --------------------------
                                            Bruce J. Barrett,
                                            Its:  President and Chief Executive
                                            Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of SOMANETICS CORPORATION, a Michigan corporation (the "Company"),
hereby constitutes and appoints Bruce J. Barrett, Mary Ann Victor and William M.
Iacona, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Shares, par
value $0.01 a share, pursuant to the Somanetics Corporation 2005 Stock Incentive
Plan, and any of the documents relating to such registration statement; any and
all amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.

                               Page 6 of 10 Pages
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                               Title                           Date
----------------------------   --------------------------------------------   -------------
/s/ BRUCE J. BARRETT                 President and Chief Executive Officer    May 26, 2005
----------------------------
Bruce J. Barrett               and a Director (Principal Executive Officer)

/s/ WILLIAM M. IACONA                Vice President, Finance, Controller,     May 26, 2005
----------------------------
William M. Iacona               and Treasurer (Principal Financial Officer
                                        and Principal Accounting Officer)

/s/ DANIEL S. FOLLIS                              Director                    May 26, 2005
----------------------------
Daniel S. Follis

/s/ DR. JAMES I. AUSMAN                           Director                     May 26, 2005
----------------------------
James I. Ausman, M.D., Ph.D.

/s/ ROBERT R. HENRY                               Director                    May 26, 2005
----------------------------
Robert R. Henry
Page 7 of 10 Pages
INDEX TO EXHIBITS
Exhibit
 Number                     Description                                                                    Page
--------                    -----------                                                                    ----
4.1       Restated Articles of Incorporation of Somanetics Corporation,
            incorporated by reference  to Exhibit 3(i) to our Quarterly
            Report on Form 10-Q for the quarter ended February 28, 1998.                                   N/A

  4.2       Amended and Restated Bylaws of Somanetics Corporation,
            incorporated by reference to  Exhibit. 3(ii) to our Annual
            Report on Form 10-K for the fiscal year ended November 30,
            2003.                                                                                          N/A

  4.3       Somanetics Corporation 2005 Stock Incentive Plan, incorporated
            by reference to Exhibit 10.1 to our Current Report on Form
            8-K, dated February 24, 2005.                                                                  N/A

  5.1       Opinion of Honigman Miller Schwartz and Cohn LLP.                                                9

 23.1       Consent of Deloitte & Touche LLP.                                                               10

 23.2       Consent of Honigman Miller Schwartz and Cohn LLP (included in
            the opinion filed as Exhibit 5.1 to this registration statement).                                9

 24.1       Powers of Attorney (included after the signature of the Registrant
            contained on page 6 of this registration statement).                                             6
Page 8 of 10 Pages