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): April 28, 2010

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))

Item 2.02. Results of Operations and Financial Condition.

     On April 28, 2010, The Medicines Company (the “Company”) announced financial results for the quarter ended March 31, 2010. 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 April 28, 2010 entitled “The Medicines Company Reports First Quarter 2010 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: April 28, 2010	By:	/s/ Paul M. Antinori
		Paul M. Antinori
		Senior Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press release dated April 28, 2010 entitled “The Medicines Company Reports First Quarter 2010 Financial Results”

EX-99.1

Exhibit 99.1

Contact: Michael Mitchell
The Medicines Company
973-290-6000
investor.relations@themedco.com

FOR U.S. AUDIENCES ONLY
FOR IMMEDIATE RELEASE:

THE MEDICINES COMPANY REPORTS FIRST QUARTER 2010
FINANCIAL RESULTS

Global Angiomax^®/Angiox^® (bivalirudin) hospital demand reaches record high

Revenue gains and cost reductions move Company to profitability for quarter

PARSIPPANY, NJ, April 28, 2010 — The Medicines Company (NASDAQ: MDCO) today announced its financial results for the first quarter of 2010.

Financial highlights:

• Net revenue increased to $102.1 million from $99.2 million for the same period 2009.

• Angiomax U.S. sales increased to $95.7 million compared to $95.5 million for the same period 2009.

• Angiomax/Angiox international net revenue increased to $5.6 million compared to $3.2 million for the same period 2009.

• Net income was $9.4 million, or $0.18 per share, compared to a net loss of ($3.3 million), or ($0.06) per share for the same period 2009.

• Non-GAAP net income was $12.5 million, or $0.24 per share, compared to non-GAAP net income of $3.5 million, or $0.07 per share for the same period 2009. Non-GAAP net income excludes the transaction charges related to the first quarter 2009 Targanta acquisition, stock-based compensation expense and non-cash income taxes.

Clive Meanwell, Chairman and Chief Executive Officer, stated, “In the first quarter revenues grew globally with market share gains of the Angiomax/Angiox franchise in the U.S. and major European markets. This growth was particularly evident among the most critically ill hospital patients, specifically those having a heart attack. Additionally, volume increased in lower risk patients, particularly those treated on an outpatient basis.”

The following table provides reconciliations between GAAP and non-GAAP net (loss) income for first quarter (Q1) of 2010 and 2009. Non-GAAP net income excludes the transaction charges related to the Targanta acquisition, stock-based compensation expense and non-cash income taxes:

								Non-cash			Non-
	Reported					FAS 123R		Provision			GAAP
	GAAP			Targanta		Stock-Based		(Benefit)			Net
	Net Income			Acquisition		Compensation		for Income			Income
(in millions)	(Loss)			Costs		Expense		Taxes			(Loss) (1)
Q1 2010	$	9.4		$	—	$	2.7	$	0.3		$	12.5
Q1 2009	$	(3.3	)	$	4.0	$	5.5	$	(2.6	)	$	3.5

Note: Amounts may not sum due to rounding.
(1)	Excluding the Targanta acquisition costs, stock-based compensation expense and the non-cash provision (benefit) for income taxes.

Reconciliations between GAAP and non-GAAP fully diluted (loss) earnings per share (EPS) for the first quarter (Q1) of 2010 and 2009 are provided in the following table:

								Non-cash
						FAS 123R		Provision
				Targanta		Stock-Based		(Benefit)			Non-
	Reported			Acquisition		Compensation		for Income			GAAP
(per share)	GAAP EPS			Costs		Expense		Taxes			EPS (1)
Q1 2010	$	0.18		$	—	$	0.05	$	0.01		$	0.24
Q1 2009	$	(0.06	)	$	0.08	$	0.10	$	(0.05	)	$	0.07

Note: Amounts may not sum due to rounding.
(1)	Excluding the Targanta acquisition costs, stock-based compensation expense and the non-cash provision (benefit) for 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 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.

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There will be a conference call with management today at 8:30 a.m. Eastern Time to discuss 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:	888-396-2384
International Dial In:	617-847-8711
Passcode for both dial in numbers:	37311704

Replay is available from 11:30 a.m. Eastern Time following the conference call through May 12, 2010. To hear a replay of the call dial 888-286-8010 (domestic) and 617-801-6888 (international). Passcode for both dial in numbers is 83209795.

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’s website is www.themedicinescompany.com.

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, including the Company’s preliminary revenue results, 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 the extent of the commercial success of Angiomax, the Company’s ability to develop its global operations and penetrate foreign markets, whether the Company’s products will advance in the clinical trials process on a timely basis or at all, whether the Company will make regulatory submissions for product candidates on a timely basis, whether its regulatory submissions will receive approvals from regulatory agencies on a timely basis or at all, whether physicians, patients and other key decision makers will accept clinical trial results, risks associated with the establishment of international operations, 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 Annual Report on Form 10-K filed on March 16, 2010, 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)

(in thousands, except per share data)	Three months ended March 31,
	2010			2009
Net revenue	$	102,088		$	99,217
Operating expenses:
Cost of revenue		28,769			28,297
Research and development		16,877			24,436
Selling, general and administrative		46,121			53,595
Total operating expenses		91,767			106,328
Income (loss) from operations		10,321			(7,111	)
Other (expense) income		(311	)		1,170
Income (loss) before income taxes		10,010			(5,941	)
(Provision) benefit for income taxes		(578	)		2,593
Net income (loss)	$	9,432		$	(3,348	)
Basic earnings (loss) per common share	$	0.18		$	(0.06	)
Shares used in computing basic earnings (loss) per common share		52,496			52,141
Diluted earnings (loss) per common share	$	0.18		$	(0.06	)
Shares used in computing diluted earnings (loss) per common share		52,719			52,141

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The Medicines Company
Condensed Consolidated Balance Sheets

	March 31,		December 31,
(in thousands)	2010		2009
ASSETS
Cash, cash equivalents and available for sales securities	$	184,437	$	176,191
Accrued interest receivable		935		922
Accounts receivable, net		29,273		29,789
Inventory		24,897		25,836
Prepaid expenses and other current assets		8,372		9,984
Total current assets		247,914		242,722
Fixed assets, net		23,133		25,072
Intangible assets, net		84,240		84,678
Restricted cash		7,056		7,049
Goodwill		14,671		14,934
Other assets		260		321
Total assets	$	377,274	$	374,776
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	74,975	$	86,619
Contingent purchase price		24,390		23,667
Deferred Tax Liability		18,721		18,395
Other Long Term Liabilities		5,740		5,706
Stockholders’ equity		253,448		240,389
Total liabilities and stockholders’ equity	$	377,274	$	374,776

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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 March 31,
	2010
				Targanta						Non-cash			Non-GAAP (5)
	GAAP(1)			Acquisition			SFAS 123R			Tax Provision			As Adjusted
Net revenue	$	102,088		$	—		$	—		$	—		$	102,088
Operating expenses:
Cost of revenue		28,769			—			(89	)(3)		—			28,680
Research and development		16,877						(796	)(3)		—			16,081
Selling, general and administrative		46,121			—	(2)		(1,858	)(3)		—			44,263
Total operating expenses		91,767			—			(2,743	)		—			89,024
Income (loss) from operations		10,321			—			2,743			—			13,064
Other (loss)/income		(311	)		—			—			—			(311	)
Income (loss) before income taxes		10,010			—			2,743			—			12,753
(Provision) benefit for income taxes		(578	)		—	(2)		—			326	(4)		(252	)
Net income (loss)		9,432			—			2,743			326			12,501
Basic earnings (loss) per common share	$	0.18		$	—		$	0.05		$	0.01		$	0.24
Shares used in computing basic earnings (loss) per common share		52,496			52,496			52,496			52,496			52,496
Diluted earnings (loss) per common share	$	0.18		$	—		$	0.05		$	0.01		$	0.24
Shares used in computing diluted earnings (loss) per common share		52,719			52,719			52,719			52,719			52,719

(1)	GAAP Results
(2)	Targanta Acquisition
(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)

	Three Months Ended March 31,
	2009
										Non-cash
				Targanta						Tax			Non-GAAP (5)
	GAAP(1)			Acquisition			SFAS 123R			Provision			As Adjusted
Net revenue	$	99,217		$	—		$	—		$	—		$	99,217
Operating expenses:
Cost of revenue		28,297			—			(221	)(3)		—			28,076
Research and development		24,436			(2)			(986	)(3)		—			23,450
Selling, general and administrative		53,595			(3,995	)		(4,254	)(3)		—			45,346
Total operating expenses		106,328			(3,995	)		(5,461	)		—			96,872
(Loss) income from operations		(7,111	)		3,995			5,461			—			2,345
Other income		1,170			—			—			—			1,170
(Loss) income before income taxes		(5,941	)		3,995			5,461			—			3,515
Benefit (Provision) for income taxes		2,593			-	(2)		—			(2,633	)(4)		(40	)
Net (loss) income		(3,348	)		3,995			5,461			(2,633	)		3,475
Basic (loss) earnings per common share	$	(0.06	)	$	0.08		$	0.10		$	(0.05	)	$	0.07
Shares used in computing basic earnings (loss) per common share		52,141			52,141			52,141			52,141			52,141
Diluted (loss) earnings per common share	$	(0.06	)	$	0.08		$	0.10		$	(0.05	)	$	0.07
Shares used in computing diluted (loss) earnings per common share		52,141			52,496			52,496			52,496			52,496

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

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