AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2006. REGISTRATION NO. 333-_____________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- WSI INDUSTRIES, INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-0691607 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 213 CHELSEA ROAD MONTICELLO, MINNESOTA 55362 (Address of principal executive offices and zip code) ---------- WSI INDUSTRIES, INC. 2005 STOCK PLAN (Full title of the Plan) ---------- Copy to: MICHAEL J. PUDIL, PRESIDENT, CHARLES P. MOORSE CHIEF EXECUTIVE OFFICER LINDQUIST & VENNUM, P.L.L.P. WSI INDUSTRIES, INC. 4200 IDS CENTER 213 CHELSEA ROAD 80 SOUTH 8TH STREET MONTICELLO, MINNESOTA 55362 MINNEAPOLIS, MINNESOTA 55402 (763) 295-9202 (612) 371-3211 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE - --------------------------------------- ------------ -------------- ------------------ ------------ Common Stock, par value $0.10 per share 200,000 $3.35 $670,000 $71.70

(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the closing price of the Company's Common Stock on the Nasdaq Capital Market on April 3, 2006. ================================================================================ PART I Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement. PART II Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2005; (b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended November 27, 2005 and February 26, 2006; (c) Definitive Proxy Statement dated December 1, 2005 for the 2006 Annual Meeting of WSI Industries, Inc. Shareholders held on January 4, 2006; and (d) The description of the Company's common stock contained in its Registration Statements filed pursuant to Section 12 of the Securities Exchange Act of 1934 and any amendment or report filed to update such description filed subsequent to the date hereof and prior to the termination of the offering of the common stock offered hereby. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the completion or termination of this offering of shares of Common Stock shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. The description of the Company's Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 302A.521 of the Minnesota Statutes and Article VII, Section 6 of the Company's Bylaws require, among other things, indemnification of persons made or threatened to be made a party to a proceeding by reason of acts or omissions performed in their official capacity as an officer, director, employee or agent of the Company against judgments, penalties and fines (including attorneys' fees) if such person is not otherwise indemnified, acted in good faith, received no improper benefit, reasonably believed that such conduct was in the best interests of the 2 Company, and, in the case of criminal proceedings, had no reason to believe the conduct was unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes requires payment by the Company, upon written request, of reasonable expenses in advance of final disposition in certain instances if a decision as to required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders or by a court. The Company also maintains an insurance policy or policies to assist in funding indemnification of directors and officers for certain liabilities. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits.

Exhibit - ------- 4.1 WSI Industries, Inc. 2005 Stock Plan 5.1 Opinion of Lindquist & Vennum P.L.L.P. 23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1) 23.2 Consent of Schechter Dokken Kanter Andrews & Selcer Ltd. 24.1 Power of Attorney (included on signature page)

Item 9. Undertakings. (a) The Company hereby undertakes to: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) 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; (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 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. 3 (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. 4 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 Monticello, State of Minnesota, on April 5, 2006. WSI INDUSTRIES, INC. By /s/ Michael J. Pudil ------------------------------------- Michael J. Pudil, President and Chief Executive Officer POWER OF ATTORNEY The undersigned officers and directors of WSI Industries, Inc. hereby constitute and appoint Michael J. Pudil and Paul D. Sheely, each acting alone, with power to act as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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 below by the following persons in the capacities indicated on April 5, 2006. /s/ Michael J. Pudil Chief Executive Officer, President - ------------------------------------- (principal executive officer), Director Michael J. Pudil /s/ Paul D. Sheely Vice President and - ------------------------------------- Chief Financial Officer Paul D. Sheely (principal financial and accounting officer) /s/ Paul Baszucki Director - ------------------------------------- Paul Baszucki /s/ Melvin L. Katten Director - ------------------------------------- Melvin L. Katten /s/ George J. Martin Director - ------------------------------------- George J. Martin /s/ Eugene J. Mora Director - ------------------------------------- Eugene J. Mora 5