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): March 5, 2009

INSULET CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-33462	04-3523891
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

9 Oak Park Drive
Bedford, Massachusetts 01730
(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 457-5000

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 (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

	Item 2.02. Results of Operations and Financial Condition
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Ex-10.1 Offer Letter by and between Insulet Corporation and Brian Roberts dated March 2, 2009
Ex-99.1 Press Release dated March 5, 2009

Item 2.02. Results of Operations and Financial Condition

     On March 5, 2009, Insulet Corporation (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 2008. 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 Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “ Exchange Act “) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Brian Roberts as Chief Financial Officer

     Effective March 5, 2009, the Board appointed Brian Roberts as Chief Financial Officer of the Company. Since August 2007, Mr. Roberts, age 38, previously served as the chief financial officer of privately held Jingle Networks, the leader in free advertiser-supported directory assistance and voice ad-serving. From January 2005 to July 2007, Mr. Roberts served as the chief financial officer of Digitas Inc., a leading digital marketing and media services firm. Mr. Roberts also served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Digitas from June 2001 to December 2004. Prior to June 2001, Mr. Roberts held senior finance positions at Idiom Technologies, Inc., the Monitor Group and Ernst & Young LLP. Mr. Roberts holds a Bachelor of Science in Accounting and Finance from Boston College and is a Certified Public Accountant.

     There are no relationships or related party transactions involving Mr. Roberts or any member of his immediate family required to be disclosed pursuant to Item 404(a) of Regulation S-K.

     Pursuant to an Offer Letter, which was signed by Mr. Roberts on March 2, 2009 (the “Offer Letter”), the Company has agreed to pay Mr. Roberts an annual base salary of $280,000, and Mr. Roberts will be eligible to participate in the Company’s Executive Incentive Compensation Program with a target bonus of 40% of his base salary. In connection with the commencement of Mr. Roberts’ employment, the Company has agreed to grant him the option to purchase 180,000 shares of the Company’s common stock at a purchase price equal to the fair market value as of the date of grant. These stock options will vest over four years with 25% of the total award vesting after one year and the remainder vesting in equal quarterly installments each quarter thereafter for 12 quarters. As a condition to his employment, Mr. Roberts will be required to enter into the Company’s standard form of non-disclosure and developments agreement and the Company’s standard form of non-competition and non-solicitation agreement. Mr. Roberts will also be covered by the Company’s Amended and Restated Executive Severance Plan. A copy of the Offer Letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the Offer Letter is qualified in its entirety by reference to the text of the Offer Letter.

Appointment of Carsten Boess as Vice President International

     Effective March 5, 2009, Carsten Boess was replaced by Mr. Roberts as the Company’s Chief Financial Officer and was appointed by the Board as Vice President International of the Company.

     On March 5, 2009, the Company issued a press release regarding the foregoing. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Offer Letter by and between Insulet Corporation and Brian Roberts dated March 2, 2009
99.1	Press Release dated March 5, 2009.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

	INSULET CORPORATION
March 5, 2009	By:	/s/ Lars Boesgaard
		Vice President of Finance

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EX-10.1

Exhibit 10.1

March 2, 2009

Brian Roberts
10 Governor Doherty Road
Billerica, MA 01821

Dear Brian:

Insulet Corporation (“Insulet” or the “Company”) is pleased to offer you the full-time position of Chief Financial Officer, reporting directly to Duane DeSisto, President And CEO. We are excited about the prospect of you joining our team and look forward to the addition of your professionalism and experience to help the Company achieve its goals. You are scheduled to begin your employment with the Company on Thursday March 5, 2009.

Your base compensation will be $280,000 per year. You will be paid $10,769.23 biweekly in accordance with the Company’s normal payroll practices as established or modified from time to time. You will participate in the Company’s Executive Incentive Compensation Program with a target bonus of 40% of your 2009 base compensation. You will participate as a Covered Executive in the Company’s Amended and Restated Executive Severance Plan.

This offer of employment is contingent upon the satisfactory completion of background checks.

You will also be eligible to participate in the Company’s benefits programs to the same extent as, and subject to the same terms, conditions and limitations applicable to, other employees of the Company of similar rank and tenure. These benefits presently include: comprehensive medical, prescription drug, and dental insurance coverage, with 80% of premiums paid for you and your dependents; Company-paid life insurance coverage at two times your annualized salary; 401(k) plan; paid holidays and vacation time which will accrue at three weeks per year, per Company policy. For a more detailed understanding of the benefits and the eligibility requirements, please consult the summary plan descriptions for the programs which will be made available to you.

Subject to approval of the Company’s Board of Directors, you will be granted the option to purchase 180,000 shares of Company common stock, at a purchase price equal to the fair market value as of the date of the grant. The date of the grant is typically the date of the next regularly scheduled Board of Directors meeting occurring after your start date. Prior to the grant date, the number of options may be adjusted to reflect a stock split or other similar transaction. This grant will be subject to and governed by the terms and conditions of a stock option agreement between you and the Company and the Company’s Stock Option and Incentive Plan, which will include, among other things, a vesting schedule.

Insulet’s normal business hours are 8:00am to 5:00pm, Monday through Friday. Your schedule may vary based on your job responsibilities. This position is salary exempt and may include travel and hours greater than a forty hour per-week work schedule. You will be reimbursed for normal travel and lodging expenses outside of the local Bedford, Massachusetts area.

The Company also requires you to verify that the performance of your position at Insulet does not and will not breach any agreement entered into by you prior to employment with the Company (i.e., you have

not entered into any agreements with previous employers which are in conflict with your obligations to Insulet). You will be required to sign the Company’s standard Proprietary Information and Non-Competition Agreements as a condition of your employment with the Company. A copy of these agreements will be made available to you prior to your employment start date.

Also, please bring with you, for the purpose of completing the I-9 form, sufficient documentation to demonstrate your eligibility to work in the United States on your first day of employment. This verification must occur by the third day of your employment.

We look forward to having you join Insulet. We hope you will be a very valuable contributor to our team going forward. Please provide a response within 2 days acknowledging that you have accepted this offer of employment.

Sincerely,

/s/ Dave Howe  

Dave Howe 

Vice President, Human Resources 

Accepted:
 

/s/ Brian Roberts  

Brian Roberts 

EX-99.1

Exhibit 99.1

INSULET REPORTS FOURTH QUARTER AND YEAR END 2008
RESULTS

Company Records 172% Year over Year Revenue Growth and First Full Quarter of
Gross Profit

Carsten Boess to Lead Insulet’s International Expansion

Brian Roberts Appointed CFO

BEDFORD, MA, March 5, 2009 — Insulet Corporation (NASDAQ: PODD), the leader in tubing-free insulin pump technology with its OmniPod® Insulin Management System, today announced financial results for the fourth quarter and full year ended December 31, 2008.

Fourth Quarter 2008 Results

Fourth quarter 2008 revenue increased 172% to $11.9 million compared to $4.4 million in the fourth quarter of 2007. On a sequential basis, revenue increased 17% from $10.1 million in the third quarter of 2008. The Company added in excess of 2,200 new customers in the fourth quarter of 2008. The Company reported gross profit of $1.2 million or 10% in the fourth quarter of 2008 as compared to a gross loss of $2.3 million or (53%) in the fourth quarter of 2007 and a gross loss of $0.1 million or (1%) in the third quarter of 2008.

Net loss for the fourth quarter of 2008 was $28.3 million, or $1.02 per share, compared to a net loss of $15.7 million, or $0.59 per share, for the fourth quarter of 2007 and a net loss of $20.8 million, or $0.75 per share, in the third quarter of 2008. Net loss for the fourth quarter was negatively impacted by the recording of a restructuring charge of $8.2 million related to the Company’s transition of its manufacturing activities to China. The restructuring charge is comprised of a $7.4 million non-cash write-down of manufacturing equipment at its Bedford headquarters and $0.8 million in severance related expenses.

Total operating expenses increased to $28.6 million in the fourth quarter of 2008, compared to $13.7 million in the fourth quarter of 2007. The increase in operating expenses was mostly related to the expansion of the Company’s sales organization and infrastructure during the year and the restructuring charge.

“I am extremely proud of Insulet’s achievements in 2008. We created the commercial infrastructure to drive strong top line growth and support the OmniPod’s large market potential in 2009 and beyond,” said Duane DeSisto, President and Chief Executive Officer of Insulet. “We significantly expanded our sales footprint in the last nine months

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of 2008, by making the OmniPod System available nationwide. We also delivered on our goal of transitioning our manufacturing operations to China, which dramatically increased our capacity and reduced our cost per OmniPod. As a result of these accomplishments, we recorded our first quarter of gross profit.”

Full Year 2008 Results

For the full year 2008, revenue increased 170% to $36.1 million from $13.4 million for the full year 2007. Net loss for the full year 2008 was $92.8 million, or $3.36 per share, compared to a net loss of $53.5 million, or $3.21 per share, for the full year 2007. Gross loss for 2008 was $4.6 million or (13%) as compared to gross loss of $12.4 million or (92%). Operating expenses for 2008 increased to $84.8 million from $41.5 million for 2007, primarily driven by increased sales and G&A expenses related to the significant expansion of the Company’s sales organization and infrastructure during the year and the fourth quarter restructuring charge of $8.2 million described above.

As of December 31, 2008, the Company’s cash and cash equivalents totaled $56.7 million, compared to $94.6 million as of December 31, 2007.

2009 Outlook & Organizational Expansion

“As we enter 2009, our focus is on efficiency and expansion,” said Mr. DeSisto. “We will increase efficiency through our continuing efforts to reduce our cost of sales per OmniPod, as well as improve productivity throughout the organization. We will continue to expand the market for OmniPod by further penetration in the U.S. diabetes market, as well as other applications for our innovative product. We also expect to begin opening new markets such as Canada, Asia, South America and Europe, where we expect to receive our CE Mark approval in 2009.”

Given the continued weakening U.S. and global economic environment, the Company is taking a cautious outlook for 2009. As a result, for the full year 2009, the Company is estimating revenue to be in the range of $55 to $65 million. The Company expects its 2009 operating loss to be in the range of $50 to $60 million.

The Company also announced the appointment of Brian Roberts as Chief Financial Officer replacing Carsten Boess, who will lead Insulet’s international expansion.

“I am pleased to announce that Carsten Boess will lead our International initiatives,” continued Mr. DeSisto. “In his thirteen years at Novo Nordisk, Carsten served in several strategic financial and operational roles in Europe, Asia, North America and South America. His extensive experience abroad, particularly in the European diabetes market, makes him uniquely qualified for this critical role.”

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Mr. DeSisto added, “We are fortunate to welcome Brian Roberts as Insulet’s new CFO. Brian brings proven leadership in strategic planning and building strong financial operations for high-growth companies. His track record as a financial executive focused on working capital and profitability will be a tremendous asset to Insulet as we continue to grow.”

Prior to joining Insulet, Mr. Roberts was CFO of privately held Jingle Networks, the leader in free advertiser-supported directory assistance and voice ad-serving. Mr. Roberts also previously served as CFO of Digitas Inc., a leading digital marketing and media services firm where he was instrumental in building the organization to nearly $400 million in revenue resulting in the successful sale of the company for $1.3 billion to Publicis Groupe in 2007. Mr. Roberts has also held senior finance positions at Idiom Technologies, Inc., the Monitor Group and Ernst & Young LLP. Mr. Roberts holds a Bachelor of Science in Accounting and Finance, magna cum laude, from Boston College and is a Certified Public Accountant.

Conference Call

Insulet will host a conference call on Thursday, March 5, 2009 at 5:00PM Eastern Time to discuss the Company’s fourth quarter and full year 2008 results and present information concerning its business, strategies and outlook. To listen to the conference call, please dial 866-730-5771 for domestic callers and 857-350-1595 for international callers. The passcode is 59368294. A replay of the conference call will be available two hours after the start of the call through March 12, 2009 by dialing 888-286-8010 (domestic) and 617-801-6888 (international), passcode 21685065. An online archive of the conference call will also be available by accessing the Investor Information section of the company’s website at http://investors.insulet.com.

Forward-Looking Statement

The 2008 financial results contained in this news release are subject to finalization in connection with the preparation of the Company’s Annual Report on Form 10-K report for the year ended December 31, 2008. This press release contains forward-looking statements concerning Insulet’s expectations, anticipations, intentions, beliefs or strategies regarding the future, including those related to its market potential, planned expansion in the U.S. and abroad, CE Mark approval, expected development of additional applications, expected revenues and operating losses, patient base, manufacturing capacity, expenses, product costs, expected increases in efficiency and productivity, sales and marketing efforts, product demand and financial performance. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on it. There can be no assurance that future developments affecting it will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the Company’s dependence on the OmniPod System; Insulet’s ability to increase customer orders and manufacturing volumes; adverse changes in general economic conditions; Insulet’s inability to raise additional funds in the future on acceptable terms or at all; potential supply problems or price fluctuations with sole source or other third-party suppliers on which Insulet is dependent; international business risks; Insulet’s inability to obtain adequate coverage or reimbursement from third-party payors for the OmniPod System and potential adverse changes in reimbursement rates or policies relating to the OmniPod; potential adverse effects resulting from competition with competitors; technological innovations adversely affecting the Company’s business; potential termination of Insulet’s license to incorporate a blood glucose meter into the OmniPod System; Insulet’s ability to protect its intellectual property and other proprietary rights; conflicts with the intellectual property of third parties, including claims that Insulet’s current or future products infringe the proprietary rights of others; adverse regulatory or legal actions relating to the OmniPod System; failure of our contract manufacturers or component suppliers to comply with FDA’s quality system regulations, the potential violation of federal or state laws prohibiting “kickbacks” or protecting patient health

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information, or any challenges to or investigations into Insulet’s practices under these laws; product liability lawsuits that may be brought against Insulet; reduced retention rates; unfavorable results of clinical studies relating to the OmniPod System or the products of Insulet’s competitors; potential future publication of articles or announcement of positions by physician associations or other organizations that are unfavorable to Insulet’s products; the expansion, or attempted expansion, into foreign markets; the concentration of substantially all of Insulet’s manufacturing capacity at a single location in China and substantially all of Insulet’s inventory at a single location in Massachusetts; Insulet’s ability to attract and retain key personnel; Insulet’s ability to manage its growth; fluctuations in quarterly results of operations; risks associated with potential future acquisitions; Insulet’s ability to generate sufficient cash to service all of its indebtedness; the expansion of Insulet’s distribution network; Insulet’s ability to successfully maintain effective internal controls; and other risks and uncertainties described in its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 20, 2008 in the section entitled “Risk Factors”, and in its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.

About Insulet Corporation

Insulet Corporation is an innovative medical device company dedicated to improving the lives of people with diabetes. The Company’s OmniPod Insulin Management System is a revolutionary, discreet and easy-to-use insulin infusion system that features two easy-to-use parts with no tubing and fully-automated cannula insertion. Through the OmniPod System, Insulet seeks to expand the use of insulin pump therapy among people with insulin-dependent diabetes. Founded in 2000, Insulet is based in Bedford, MA.

Contact:
Stephanie Marks for Insulet Corporation
ir@insulet.com
877-PODD-IR1 (877-763-3471)

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INSULET CORPORATION
Selected Financial Data

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DATA:

	Three months ended						Year ended
	December 31,						December 31,
	2008			2007			2008			2007
	(In thousands, except share and per share data)
	(Unaudited)
Revenue	$	11,861		$	4,361		$	36,059		$	13,372
Cost of revenue		10,663			6,679			40,643			25,733
Gross profit (loss)		1,198			(2,318	)		(4,584	)		(12,361	)
Operating expenses:
Research and development		3,535			3,170			13,104			10,391
General and administrative		6,850			5,077			23,750			13,922
Sales and marketing		9,999			5,489			39,734			16,141
Restructuring and impairment of assets		8,170			—			8,170			1,027
Total operating expenses		28,554			13,736			84,758			41,481
Operating loss		(27,356	)		(16,054	)		(89,342	)		(53,842	)
Net interest income (expense)		(927	)		386			(3,449	)		377
Change in value of preferred stock warrant liability		—			—			—			(74	)
Net loss	$	(28,283	)	$	(15,668	)	$	(92,791	)	$	(53,539	)
Net loss per share basic and diluted	$	(1.02	)	$	(0.59	)	$	(3.36	)	$	(3.21	)
Weighted-average number of shares used in calculating net loss per share		27,762,136			26,760,638			27,611,003			16,688,418

CONDENSED CONSOLIDATED BALANCE SHEET DATA:

	As of		As of
	December 31,		December 31,
	2008		2007
	(In thousands, except share data)
Cash	$	56,663	$	94,588
Total assets	$	109,229	$	130,741
Deferred revenue	$	2,377	$	1,350
Total stockholders’ equity	$	4,274	$	92,275

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