<PAGE>
                                                     Registration No. 333-______

      As filed with the Securities and Exchange Commission on June 14, 2005
================================================================================


                                  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. 2000 STOCK INCENTIVE PLAN
                                       AND
                         16 INDIVIDUAL OPTION AGREEMENTS
                            (Full title of the plans)

                                 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)

<Table>
<Caption>

                                            CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES                   AMOUNT TO          OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
  TO BE REGISTERED               BE REGISTERED(1)(2)          SHARE(3)               PRICE(3)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                    <C>                  <C>
Common Stock,
par value $0.01 per share(3)    2,113,000 Shares              $ 3.38                $ 7,141,940           $ 840.61
=====================================================================================================================
</Table>

  (1)  Includes 1,500,000 shares of common stock of ATS Medical, Inc. that may
       be offered or sold pursuant to the ATS Medical, Inc. 2000 Stock Incentive
       Plan and 613,000 shares of common stock of ATS Medical, Inc. to be
       offered or sold pursuant to 16 individual option agreements executed in
       connection with the hiring of certain employees of ATS Medical, Inc.

  (2)  Pursuant to Rule 416(a) 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. 2000 Stock Incentive Plan and the option
       agreements.

  (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 upon
       (i) the average of the high and low prices of the registrant's common
       stock traded on The Nasdaq National Market as reported in the
       consolidated reporting system on June 8, 2005, and (ii) the weighted
       average option exercise price under the 16 option agreements.


<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. (hereinafter "we," "us" or
"ATS"), are incorporated by reference in this registration statement:

         (a)   Our Annual Report on Form 10-K, as amended, for the fiscal year
               ended December 31, 2004;

         (b)   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
               2005;

         (c)   Our Current Reports on Form 8-K filed on February 25, 2005, March
               30, 2005, and May 10, 2005; 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"), and 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 302A.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:

         o     has not been indemnified by another organization;

         o     acted in good faith;

         o     has not received an improper personal benefit and Section
               302A.255 regarding director conflicts of interests, if
               applicable, has been satisfied;

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



                                      II-1
<PAGE>


         o     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 302A.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 (included on signature page).


                                      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 periodic
         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 13th day
of June, 2005.

                                       ATS MEDICAL, INC.


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

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael D. Dale and John R. Judd,
and each of them, the undersigned's true and lawful attorneys-in-fact and
agents, each acting alone, with the powers of substitution and revocation, for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8, and any and all
amendments (including post-effective amendments) thereto, relating to the
offering of shares of common stock of ATS Medical, Inc. pursuant to the 2000
Stock Incentive Plan, as amended, and 16 individual stock option agreements, to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

         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 13th day of June, 2005.

<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/ John R. Judd                    Chief Financial Officer
--------------------------          (principal financial and accounting officer)
John R. Judd


/s/ David L. Boehnen                Director
--------------------------
David L. Boehnen


/s/ John D. Buck                    Director
--------------------------
John D. Buck


/s/ Eric W. Sivertson               Director
--------------------------
Eric W. Sivertson


/s/ Robert E. Munzenrider           Director
--------------------------
Robert E. Munzenrider
</Table>


                                      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 (included on signature page).
</Table>
[{"type": "S-8", "sequence": "1", "filename": "c95988sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18425}]
{"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": "333-125795", "film-number": "05894520"}, "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 June 14, 2005
================================================================================

                                  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. 2000 STOCK INCENTIVE PLAN
                                       AND
                         16 INDIVIDUAL OPTION AGREEMENTS
                            (Full title of the plans)

                                 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
=====================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES                   AMOUNT TO          OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
  TO BE REGISTERED               BE REGISTERED(1)(2)          SHARE(3)               PRICE(3)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.01 per share(3)    2,113,000 Shares              $ 3.38                $ 7,141,940           $ 840.61
=====================================================================================================================
(1)  Includes 1,500,000 shares of common stock of ATS Medical, Inc. that may
       be offered or sold pursuant to the ATS Medical, Inc. 2000 Stock Incentive
       Plan and 613,000 shares of common stock of ATS Medical, Inc. to be
       offered or sold pursuant to 16 individual option agreements executed in
       connection with the hiring of certain employees of ATS Medical, Inc.

  (2)  Pursuant to Rule 416(a) 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. 2000 Stock Incentive Plan and the option
       agreements.

  (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 upon
       (i) the average of the high and low prices of the registrant's common
       stock traded on The Nasdaq National Market as reported in the
       consolidated reporting system on June 8, 2005, and (ii) the weighted
       average option exercise price under the 16 option agreements.
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. (hereinafter "we," "us" or
"ATS"), are incorporated by reference in this registration statement:

         (a)   Our Annual Report on Form 10-K, as amended, for the fiscal year
               ended December 31, 2004;

         (b)   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
               2005;

         (c)   Our Current Reports on Form 8-K filed on February 25, 2005, March
               30, 2005, and May 10, 2005; 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"), and 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 302A.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:

         o     has not been indemnified by another organization;

         o     acted in good faith;

         o     has not received an improper personal benefit and Section
               302A.255 regarding director conflicts of interests, if
               applicable, has been satisfied;

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

                                      II-1
o     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 302A.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 (included on signature page).

                                      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 periodic
         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 13th day
of June, 2005.

                                       ATS MEDICAL, INC.

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

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael D. Dale and John R. Judd,
and each of them, the undersigned's true and lawful attorneys-in-fact and
agents, each acting alone, with the powers of substitution and revocation, for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8, and any and all
amendments (including post-effective amendments) thereto, relating to the
offering of shares of common stock of ATS Medical, Inc. pursuant to the 2000
Stock Incentive Plan, as amended, and 16 individual stock option agreements, to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

         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 13th day of June, 2005.
SIGNATURE                           TITLE
/s/ Michael D. Dale                 Chief Executive Officer, President and
--------------------------          Chairman of the Board of Directors
Michael D. Dale                     (principal executive officer)

/s/ John R. Judd                    Chief Financial Officer
--------------------------          (principal financial and accounting officer)
John R. Judd

/s/ David L. Boehnen                Director
--------------------------
David L. Boehnen

/s/ John D. Buck                    Director
--------------------------
John D. Buck

/s/ Eric W. Sivertson               Director
--------------------------
Eric W. Sivertson

/s/ Robert E. Munzenrider           Director
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Robert E. Munzenrider
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 (included on signature page).