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): May 26, 2005

The Medicines Company

(Exact Name of Registrant as Specified in Charter)

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

8 Campus Drive Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 656-1616

(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):

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

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

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

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

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 25, 2005, the stockholders of The Medicines Company (the “Company”) approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation. A Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware on May 26, 2005.  The Certificate of Amendment increases the number of shares of common stock authorized for issuance from 75,000,000 to 125,000,000.  A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this report and is incorporated by reference.

Item 9.01.  Financial Statements and Exhibits

(c)Exhibits

3.1Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of The Medicines Company

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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: June 1, 2005	By:	/s/ Steven H. Koehler
		Steven H. Koehler
		Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
3.1	Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of The Medicines Company

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EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE MEDICINES COMPANY

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware

The Medicines Company (hereinafter called the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

At a meeting of the Board of Directors of the Corporation, a resolution was duly adopted pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable.  The resolution setting forth the amendment is as follows:

RESOLVED:That the first paragraph of Article FOURTH of the Third Amended and Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following first paragraph of Article FOURTH is inserted in lieu thereof:

“FOURTH:  The total number of shares of all classes of stock which the Corporation shall have authority to issue is 130,000,000 shares, consisting of (i) 125,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $1.00 par value per share (“Preferred Stock”).”

The stockholders of the Corporation duly approved said amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware on May 25, 2005.

IN WITNESS WHEREOF, this Certificate of Amendment of Third Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation this 25th day of May, 2005.

THE MEDICINES COMPANY
By:	/s/ Clive A. Meanwell
Name: Clive A. Meanwell
Title: Chairman and Chief Executive Officer