SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

SurModics, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

0-23837		41-1356149
(Commission File Number)		(IRS Employer
		Identification No.)

9924 West 74^th Street
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices and Zip Code)

(952) 829-2700
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

 

 

Item 1.01 Entry into a Material Definitive Agreement.

     On February 3, 2006 SurModics, Inc. (the “Company”) reported on a Form 8-K that shareholders of the Company approved the amended and restated SurModics, Inc. 2003 Equity Incentive Plan (the “Amended 2003 Plan”). In connection with such amendment and restatement, the various forms of award agreements available under the Amended 2003 Plan were revised. The Organization and Compensation Committee approved these revised standard forms of award agreements on March 17, 2006. For further description of these forms, reference is made to copies of each form of agreement which are filed as Exhibits 99.1-99.8 to this report.

Item 9.01 Financial Statements and Exhibits.

(a)		Financial Statements: None.
(b)		Pro forma financial information: None
(c)		Exhibits:
99.1		Form of SurModics, Inc. 2003 Equity Incentive Plan Nonqualified Stock Option Agreement
99.2		Form of SurModics, Inc. 2003 Equity Incentive Plan Incentive Stock Option Agreement
99.3		Form of SurModics, Inc. 2003 Equity Incentive Plan Restricted Stock Agreement
99.4		Form of SurModics, Inc. 2003 Equity Incentive Plan Performance Share Award Agreement
99.5		Form of SurModics, Inc. 2003 Equity Incentive Plan Performance Unit Award (cash settled) Agreement
99.6		Form of SurModics, Inc. 2003 Equity Incentive Plan Restricted Stock Unit Agreement
99.7		Form of SurModics, Inc. 2003 Equity Incentive Plan Stock Appreciation Rights (cash settled) Agreement
99.8		Form of SurModics, Inc. 2003 Equity Incentive Plan Stock Appreciation Rights (stock settled) Agreement

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

EXHIBIT INDEX
to
FORM 8-K

SURMODICS, INC.

Date of Report:		Commission File No.:
March 17, 2006		0-23837

Exhibit No.		ITEM
99.1		Form of SurModics, Inc. 2003 Equity Incentive Plan Nonqualified Stock Option Agreement
99.2		Form of SurModics, Inc. 2003 Equity Incentive Plan Incentive Stock Option Agreement
99.3		Form of SurModics, Inc. 2003 Equity Incentive Plan Restricted Stock Agreement
99.4		Form of SurModics, Inc. 2003 Equity Incentive Plan Performance Share Award Agreement
99.5		Form of SurModics, Inc. 2003 Equity Incentive Plan Performance Unit Award (cash settled) Agreement
99.6		Form of SurModics, Inc. 2003 Equity Incentive Plan Restricted Stock Unit Agreement
99.7		Form of SurModics, Inc. 2003 Equity Incentive Plan Stock Appreciation Rights (cash settled) Agreement
99.8		Form of SurModics, Inc. 2003 Equity Incentive Plan Stock Appreciation Rights (stock settled) Agreement