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): June 17, 2010

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):

¨ 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 1.01.  Entry Into a Definitive Material Agreement.  

Second Amendment to Facility Agreement

On June 17, 2010, Insulet Corporation (the “Company”) entered into a Second Amendment to Facility Agreement (the “Second Amendment”) of its original Facility Agreement dated March 13, 2009 and subsequently amended on September 25, 2009 (as amended, the “Facility Agreement”).  Pursuant to this Second Amendment, the parties agreed to (i) reduce the prepayment fee from 3% to 2% of the prepaid principal amount with respect to prepayments from October 19, 2010 to April 18, 2011 and from 2% to 1% of such amount with respect to prepayments from April 19, 2011 to October 18, 2011, (ii) increase by $50 million the amount of permitted indebtedness that may be incurred in connection with a refinancing of existing indebtedness, and (iii) reduce the minimum amount of cash, cash equivalents, receivables and finished goods inventory the Company must maintain from the greater of $15 million or 50% of the loan outstanding to the greater of $10 million or 50% of the loan outstanding.  In consideration of these amendments, the Company paid an amendment fee of $467,500.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Exercise of Warrant

On March 13, 2009, the Company issued to Deerfield Private Design Fund, L.P. (“DPDF”), Deerfield Private Design International, L.P. (“DPDI”), Deerfield Partners, L.P. (“DP”) and Deerfield International Limited (collectively with DPDF, DPDI and DP, the “Deerfield Parties”) warrants to purchase an aggregate of 3,750,000 shares of common stock of the Company at an exercise price of $3.13 per share (the “Warrants”).  On June 17, 2010, the Deerfield Parties exercised in cash at the $3.13 exercise price a portion of the Warrants to acquire 2,125,000 shares of common stock of the Company.  The Company received cash totaling $6,651,250 as a result of this exercise.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the disclosure set forth above under Item 1.01 relating to the Second Amendment to Facility Agreement, which is hereby incorporated by reference into this Item 2.03.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Amendment to Facility Agreement, dated June 17, 2010, by and between Insulet Corporation and the lenders named therein.

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SIGNATURE

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.

	INSULET CORPORATION
Date:   June 21, 2010	By:	/s/ Brian Roberts
		Name:  Brian Roberts
		Title:  Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Amendment to Facility Agreement, dated June 17, 2010, by and between Insulet Corporation and the lenders named therein.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO FACILITY AGREEMENT

This SECOND AMENDMENT TO FACILITY AGREEMENT, dated June 17, 2010 (this “Amendment”), is made by and between Insulet Corporation, a Delaware corporation (the “Borrower”), Deerfield Private Design Fund, L.P., a Delaware limited partnership (“DPDF”), Deerfield Private Design International, L.P., a British Virgin Islands limited partnership (“DPDI”), Deerfield Partners, L.P., a Delaware limited Partnership (“DP”), and Deerfield International Limited, a British Virgin Islands corporation (“DI”, each of DPDF, DPDI, DP and DI being a “Lender” and together, the “Lenders” and, collectively with the Borrower, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Parties are parties to the FACILITY AGREEMENT, dated as of March 13, 2009 and amended by the Amendment to Facility Agreement dated September 25, 2009 (as amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement as set forth herein.

NOW, THEREFORE, the Lenders and the Borrower agree as follows:

1.           Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

2.           Sub-Clause (1) of the definition of “Permitted Refinancing Indebtedness” is amended to read:

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed by more than $50,000,000 the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith).

3.           The last sentence of Section 2.3 of the Agreement (“Payment”) is amended to read as follows:

Except in the event that the Lenders deliver a Put Notice to the Borrower in accordance with the terms of Section 5.4 of the Agreement, in which case the terms of Section 5.4 of the Agreement shall apply and no additional amounts per this Section 2.3 shall be due and payable, the Borrower may prepay the Loan at any time upon payment of the principal amount outstanding and accrued and unpaid interest thereon to the date of prepayment plus if such prepayment is effected (a) from the date hereof to April 18, 2010 5% of such principal amount, (b) from April 19, 2010 to October 18, 2010, 4% of such principal amount, (c) from October 19, 2010 to April 18, 2011, 2% of such principal amount, (d) from April 19, 2011 to October 18, 2011, 1% of such principal amount, and (e) from and after October 19, 2011, zero.

4.           Section 5.5(k) of the Agreement is amended and restated in its entirety to read as follows:

The sum of Cash, Cash Equivalents, Receivables and Finished Goods Inventory on the last day of each calendar quarter is less than the greater of $10,000,000 or fifty percent (50%) of the Loan then outstanding.

5.           In consideration for, and as an inducement to, the entering into of this Amendment by the Lenders, the Borrower agrees to pay to the Lenders upon the execution hereof an Amendment Fee in the aggregate amount of $467,500.

6.           Except as amended by this Amendment, the Agreement remains in full force and effect.