8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): October 28, 2009

The Medicines Company

(Exact Name of Registrant as Specified in Charter)

Delaware	000-31191	04-3324394
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

8 Sylvan Way
Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 290-6000

(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 (see General Instruction A.2. below):

     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))

TABLE OF CONTENTS

EX-99.1

Item 2.02. Results of Operations and Financial Condition.

     On October 28, 2009, The Medicines Company (the “Company”) announced financial results for the quarter ended September 30, 2009. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

     (c)       Exhibits

               The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 Press release dated October 28, 2009 entitled “The Medicines Company Reports Third Quarter 2009 Financial Results”

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.

	THE MEDICINES COMPANY
Date: October 28, 2009	By:	/s/ Paul M. Antinori
		Paul M. Antinori
		Senior Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press release dated October 28, 2009 entitled “The Medicines Company Reports Third Quarter 2009 Financial Results”

EX-99.1

Exhibit 99.1

Contact: Robyn Brown
Vice President, Investor Relations
The Medicines Company
973-290-6000
investor.relations@themedco.com

FOR IMMEDIATE RELEASE:

THE MEDICINES COMPANY REPORTS THIRD QUARTER 2009
FINANCIAL RESULTS

Total sales in third quarter up 12%, year to date up 19%, despite economic
pressures on U.S. hospitals and reduced PCI volume

PARSIPPANY, NJ, October 28, 2009 — The Medicines Company (NASDAQ: MDCO) today announced its financial results for the third quarter of 2009.

Financial highlights for the third quarter of 2009:

• Net revenue increased by 12% to $98.8 million for the third quarter of 2009 from $88.1 million for the third quarter of 2008.

o Angiomax U.S. sales increased by 9% to $92.2 million in the third quarter of 2009 compared to $85.0 million in the third quarter of 2008.

o Angiomax/Angiox international net revenue in the third quarter of 2009 increased by 74% to $5.5 million compared to $3.1 million in the third quarter of 2008.

o Cleviprex has now been accepted by more than 345 hospital formularies and has been purchased by more than 400 hospitals in the United States. Net revenue in the third quarter of 2009 was $1.1 million, up from $0.9 million in the second quarter.

• Net loss for the third quarter of 2009 was ($3.2) million, or ($0.06) per share, compared to a net loss of ($13.2) million, or ($0.25) per share, for the third quarter of 2008.

The Medicines Company   8 Sylvan Way   Parsippany, New Jersey 07054   Tel: (973)290-6000   Fax: (973)656-9898

IRCC-PPR-066-01

• Non-GAAP net income for the third quarter of 2009 was $5.1 million, or $0.10 per share, compared to non-GAAP net income of $8.5 million, or $0.16 per share, for the third quarter of 2008. Non-GAAP net income excludes the transaction costs associated with the Targanta and Curacyte acquisitions, stock-based compensation expense and non-cash income taxes.

Clive Meanwell, Chairman and Chief Executive Officer, stated, “This was a challenging quarter in terms of market dynamics. We estimate that inpatient PCI volume declined 9% year on year, including a dramatic 17 % reduction in elective PCIs, set against a 4% increase in emergent or urgent procedures. Despite this, we grew U.S. Angiomax volume and year on year, net sales worldwide are up 19%. Angiox and Cleviprex are beginning to make meaningful contributions to our top line. Our development programs are making progress.”

Recent operational highlights:

• HORIZONS-AMI one-year trial results were published in The Lancet. The trial showed that Angiomax reduced cardiac-related death by 43 percent (p=0.005), improved overall survival by 27 percent (p=0.037) and reduced major bleeding complications by 39 percent (p<0.0001) compared with heparin plus a GP IIb/IIIa inhibitor. Angiomax showed an absolute reduction of 1.7 percent in cardiac-related death and 1.3 percent in all-cause death at one year.

• The United States Patent and Trademark Office issued 2 new patents relating to a more consistent and improved Angiomax drug product, which were listed in the U.S. Food and Drug Administration’s publication “Approved Drug Products with Therapeutic Equivalence Evaluations,” which is commonly known as the Orange Book, for Angiomax.

• The Company entered into a license agreement with Eagle Pharmaceuticals, Inc. under which The Medicines Company will have rights in the United States and Canada to an innovative, ready-to-use formulation of Argatroban, which is currently under review by the U.S. Food and Drug Administration (FDA).

The Medicines Company   8 Sylvan Way   Parsippany, New Jersey 07054   Tel: (973)290-6000     Fax: (973)656-9898

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• The Committee for Medicinal Products for Human Use (CHMP) granted a positive opinion applicable to all Member States of the European Union/European Economic Area that will extend the use of Angiox to include patients with heart attacks (so-called ST segment elevation myocardial infarction (STEMI)) undergoing emergency heart procedures called primary percutaneous coronary intervention (PCI).

Financial highlights for the first nine months of 2009:

• Net revenue increased by 19% to $302.2 million for the first nine months of 2009 from $254.3 million for the same period in 2008.

o Angiomax U.S. sales increased by 16% to $286.6 million for the first nine months of 2009 from $246.3 million for the first nine months of 2008.

o Angiomax/Angiox international net revenue in the first nine months of 2009 increased by 64% to $13.1 million compared to $8.0 million in the first nine months of 2008.

o Cleviprex net revenue in the first nine months of 2009 was $2.5 million.

• Net loss for the first nine months of 2009 was ($2.7) million, or ($0.05) per share, and includes costs for the Targanta acquisition, compared to net loss of ($4.3) million, or ($0.08) per share, in the first nine months of 2008.

• The Company reported non-GAAP net income of $20.9 million, or $0.40 per share, for the first nine months of 2009, compared to non-GAAP net income of $35.4 million, or $0.68 per share, for the first nine months of 2008. Non-GAAP net income excludes the Targanta and Curacyte acquisitions, stock-based compensation expense and non-cash income taxes.

The following table provides reconciliations between GAAP and non-GAAP net (loss) income for the third quarter (Q3) and first nine months (9M) of 2009 and 2008. Non-GAAP net income excludes the transaction charges related to the

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Targanta and Curacyte acquisitions, stock-based compensation expense and non-cash income taxes:

										Non-Cash
	Reported							FAS 123R		(Benefit)
	GAAP Net			Targanta		Curacyte		Stock-Based		Provision
	(Loss)			Transaction		Acquisition		Compensation		for Income		Non-GAAP
(in millions)	Income			Costs		Costs		Expense		Taxes		Net Income 1
Q3 2009		($3.2	)		—		—	$	4.4	$	3.8	$	5.1
Q3 2008		($13.2	)		—	$	13.2	$	6.0	$	2.5	$	8.5
9M 2009		($2.7	)	$	4.3		—	$	15.3	$	4.0	$	20.9
9M 2008		($4.3	)		—	$	13.2	$	17.4	$	9.1	$	35.4

Note: Amounts may not sum due to rounding.

¹ Excluding the transaction charges related to the Targanta and Curacyte acquisitions, stock-based compensation expense and non-cash income taxes.

Reconciliations between GAAP and non-GAAP fully diluted (loss) earnings per share (EPS) for the third quarter (Q3) and first nine months (9M) of 2009 and 2008 are provided in the following table:

	Reported									Non-Cash
	GAAP							FAS 123R		(Benefit)
	(Loss)			Targanta		Curacyte		Stock-Based		Provision
	Earnings			Transaction		Acquisition		Compensation		for Income		Non-GAAP
(in millions)	Per Share			Costs		Costs		Expense		Taxes		EPS 1
Q3 2009		($0.06	)		—		—	$	0.09	$	0.07	$	0.10
Q3 2008		($0.25	)		—	$	0.25	$	0.11	$	0.05	$	0.16
9M 2009		($0.05	)	$	0.08		—	$	0.29	$	0.08	$	0.40
9M 2008		($0.08	)		—	$	0.25	$	0.34	$	0.18	$	0.68

Note: Amounts may not sum due to rounding.

¹ Excluding the transaction charges related to the Targanta and Curacyte acquisitions, stock-based compensation expense and non-cash income taxes.

The Company believes that presenting the non-GAAP information contained in the financial tables and in this press release assists investors and others in gaining a better understanding of the Company’s core operating results and future prospects, expected growth rates or forecasted guidance, particularly as related to transaction charges associated with the Targanta acquisition, stock-based compensation expense and non-cash income taxes. Management uses this

The Medicines Company   8 Sylvan Way   Parsippany, New Jersey 07054   Tel: (973)290-6000     Fax: (973)656-9898

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non-GAAP information, in addition to the GAAP information, as the basis for measuring the Company’s core operating performance and comparing such performance to that of prior periods and to the performance of its competitors. Such measures are also used by management in its financial and operating decision-making. Non-GAAP information is not meant to be considered superior to or a substitute for the Company’s results of operations prepared in accordance with GAAP. A reconciliation of GAAP results with non-GAAP results may also be found in the attached financial tables.

2009 Guidance (in millions, except percentages and per share data)

The Medicines Company is changing guidance for fiscal year 2009 as follows:

				July 29, 2009		October 28, 2009
	April 28, 2009			Guidance		Guidance
	Guidance			Changes(1)		Changes(1)
Net Sales
US Angiomax	$	395-$405
International Angiox	$	30-$40
Total Angiomax / Angiox	$	425-$445		$	425-$445
US Cleviprex	$	10-$19		$	5-$10
Total Net Sales	$	435-$464		$	430-$455	$	395-$405	(3)
Cost of Revenue		28	%
R&D (GAAP)	$	97-$102				$	102-$105
(w/o 123R)	$	93-$98				$	98-$101
SG&A (GAAP)	$	194-$201
(w/o 123R)	$	178-$183
Stock Based Comp -123R (2)	$	20-$22				$	19-$20
Investment Income	$	3-$5				$	2-$4
Effective Tax Rate		45%-50	%				15%-25	%(4)
Net Income (loss) — GAAP	$	13-$18					($13)-($10	)
— Non GAAP	$	47-$59				$	8-$13
EPS — GAAP	$	0.24-$0.34					($0.25)-($0.19	)
EPS — Non GAAP	$	0.88-$1.10				$	0.14-$0.24

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(1)	Where no changes are indicated, previous guidance is reiterated.
(2)	Note that GAAP reporting of R&D and SG&A include stock based compensation expense
(3)	Updated guidance is provided for combined sales globally only.
(4)	Rate represents a benefit.

Non-GAAP net income (loss) and non-GAAP EPS each exclude expense from the Targanta acquisition, compensation expense relating to SFAS 123R, and non-cash tax provision.

There will be a conference call with management today at 8:30 a.m. Eastern Time to discuss third quarter 2009 financial results and operational developments. The conference call will be available via phone and webcast. The webcast can be accessed at The Medicines Company website at www.themedicinescompany.com.

The dial in information is listed below:
Domestic Dial In:	866-515-2915
International Dial In:	617-399-5129
Passcode for both dial in numbers:	71064969

Replay is available from 11:30 a.m. Eastern Time following the conference call through November 4, 2009. To hear a replay of the call dial 888-286-8010 (domestic) and 617-801-6888 (international). Passcode for both dial in numbers is 57422848.

About The Medicines Company

The Medicines Company (NASDAQ: MDCO) is focused on advancing the treatment of critical care patients through the delivery of innovative, cost-effective medicines to the worldwide hospital marketplace. The Company markets Angiomax^® (bivalirudin) in the United States and other countries for use in patients undergoing coronary angioplasty, and Cleviprex^® (clevidipine butyrate) injectable emulsion in the United States for the reduction of blood pressure when oral therapy is not feasible or not desirable. The Company recently licensed rights in the United States and Canada to an innovative formulation of Argatroban, which is currently under regulatory review in the United States. The Company also has two products in late stage development, cangrelor, an investigational antiplatelet agent and oritavancin, a semi-synthetic lipoglycopeptide antibiotic. The Company’s pipeline also includes a serine protease inhibitor, CU2010, in early-stage development. The Medicines Company’s website is www.themedicinescompany.com.

The Medicines Company   8 Sylvan Way   Parsippany, New Jersey 07054   Tel: (973)290-6000     Fax: (973)656-9898

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Statements contained in this press release about The Medicines Company that are not purely historical, and all other statements that are not purely historical, may be deemed to be forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, the words “believes,” “anticipates” and “expects” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include whether we receive regulatory approval for additional indications, whether the Company’s products will advance in the clinical trials process on a timely basis or at all, whether clinical trial results will warrant submission of applications for regulatory approval, whether the Company will be able to obtain regulatory approvals, whether physicians, patients and other key decision-makers will accept clinical trial results, and such other factors as are set forth in the risk factors detailed from time to time in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission including, without limitation, the risk factors detailed in the Company’s Quarterly Report on Form 10-Q filed on August 10, 2009, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements.

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The Medicines Company

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended September 30,
(in thousands, except per share data)	2009			2008
Net revenue	$	98,789		$	88,126
Operating expenses:
Cost of revenue		28,308			22,089
Research and development		22,464			44,075
Selling, general and administrative		47,358			42,865
Total operating expenses		98,130			109,029
Income (loss) from operations		659			(20,903	)
Other income		151			1,070
Income (loss) before income taxes		810			(19,833	)
(Provision) benefit for income taxes		(4,007	)		6,616
Net (loss) income	$	(3,197	)	$	(13,217	)
Basic (loss) per common share	$	( 0.06	)	$	(0.25	)
Shares used in computing basic (loss) per common share		52,298			51,941
Diluted (loss) per common share	$	(0.06	)	$	(0.25	)
Shares used in computing diluted (loss) per common share		52,298			51,941

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The Medicines Company

Condensed Consolidated Statements of Operations

(unaudited)

	Nine Months Ended September 30,
(in thousands, except per share data)	2009			2008
Net revenue	$	302,181		$	254,285
Operating expenses:
Cost of revenue		86,958			63,121
Research and development		68,685			82,518
Selling, general and administrative		146,863			117,004
Total operating expenses		302,506			262,643
(Loss) from operations		(325	)		(8,358	)
Other income		2,055			5,256
Income (loss) before income taxes		1,730			(3,102	)
Provision for income taxes		(4,465	)		(1,205	)
Net (loss)	$	(2,735	)	$	(4,307	)
Basic (loss) per common share	$	(0.05	)	$	(0.08	)
Shares used in computing basic (loss) per common share		52,225			51,842
Diluted (loss) per common share	$	(0.05	)	$	(0.08	)
Shares used in computing diluted (loss) per common share		52,225			51,842

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The Medicines Company

Condensed Consolidated Balance Sheets

	September 30,		December 31,
(in thousands)	2009		2008
ASSETS
Cash, cash equivalents and available for sales securities	$	172,020	$	216,206
Accrued interest receivable		868		1,336
Accounts receivable, net		44,717		33,657
Inventory		19,440		28,229
Prepaid expenses and other current assets		15,712		16,402
Total current assets		252,757		295,830
Fixed assets, net		26,210		27,331
Intangible assets, net		15,471		16,349
Restricted cash		7,169		5,000
Deferred tax assets		4,958		37,657
In process research & development		69,500		—
Goodwill		26,035		—
Other assets		7,325		5,237
Total assets	$	409,425	$	387,404
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	70,697	$	83,608
Contingent purchase price		22,741		—
Other long term liabilities		5,667		5,771
Stockholders’ equity		310,320		298,025
Total liabilities and stockholders’ equity	$	409,425	$	387,404

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The Medicines Company
Reconciliation of GAAP to non-GAAP Measures
(All amounts in thousands, except per share amounts)
(Unaudited)

	Three Months Ended September 30, 2009
				Targanta						Non-cash			Non-GAAP (5)
	GAAP (1)			Acquisition			SFAS 123R			Tax Provision			As Adjusted
Net revenue	$	98,789		$	—		$	—		$	—		$	98,789
Operating expenses:
Cost of revenue		28,308			—			(223	) (3)		—			28,085
Research and development		22,464			—			(823	) (3)		—			21,641
Selling, general and administrative		47,358			—	(2)		(3,394	) (3)		—			43,964
Total operating expenses		98,130			—			(4,440	)		—			93,690
Income from operations		659			—			4,440			—			5,099
Other income		151			—			—			—			151
Income before income taxes		810			—			4,440			—			5,250
(Provision) benefit for income taxes		(4,007	)		—	(2)		—			3,829	(4)		(178	)
Net income		(3,197	)		—			4,440			3,829			5,072
Basic (loss) earnings per common share	$	(0.06	)	$	—		$	0.09		$	0.07		$	0.10
Shares used in computing basic (loss) earnings per common share		52,298			52,298			52,298			52,298			52,298
Diluted (loss) earnings per common share	$	(0.06	)	$	—		$	0.09		$	0.07		$	0.10
Shares used in computing diluted (loss) earnings per common share		52,298			52,298			52,298			52,298			52,298

(1)	GAAP results
(2)	Targanta aquisition
(3)	Non-cash stock compensation expense
(4)	Non-cash income taxes
(5)	Non-GAAP results

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The Medicines Company
Reconciliation of GAAP to non-GAAP Measures
(All amounts in thousands, except per share amounts)
(Unaudited)

	Nine Months Ended September 30, 2009
				Targanta						Non-cash			Non-GAAP (5)
	GAAP(1)			Acquisition			SFAS 123R			Tax Provision			As Adjusted
Net revenue	$	302,181		$	—		$	—		$	—		$	302,181
Operating expenses:
Cost of revenue		86,958			—			(697	) (3)		—			86,261
Research and development		68,685						(2,762	) (3)		—			65,923
Selling, general and administrative		146,863			(4,281	) (2)		(11,888	) (3)		—			130,694
Total operating expenses		302,506			(4,281	)		(15,347	)		—			282,878
(Loss) income from operations		(325	)		4,281			15,347			—			19,303
Other income		2,055			—			—			—			2,055
Income before income taxes		1,730			4,281			15,347			—			21,358
(Provision) benefit for income taxes		(4,465	)		—	(2)		—			3,972	(4)		(493	)
Net (loss) income		(2,735	)		4,281			15,347			3,972			20,865
Basic (loss) earnings per common share	$	(0.05	)	$	0.08		$	0.29		$	0.08		$	0.40
Shares used in computing basic (loss) earnings per common share		52,225			52,225			52,225			52,225			52,225
Diluted (loss) earnings per common share	$	(0.05	)	$	0.08		$	0.29		$	0.08		$	0.40
Shares used in computing diluted (loss) earnings per common share		52,225			52,225			52,225			52,225			52,225

(1)	GAAP results
(2)	Targanta aquisition
(3)	Non-cash stock compensation expense
(4)	Non-cash income taxes
(5)	Non-GAAP results

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