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 3, 2010

VOLCANO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-52045	33-0928885
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3661 Valley Centre Drive, Suite 200 San Diego, California	92130
(Address of principal executive offices)	(Zip Code)

(800) 228-4728

(Registrant’s telephone number, including area code)

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:

¨ 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 2.02 Results of Operations and Financial Condition.

On May 3, 2010, Volcano Corporation issued a press release regarding its financial results for the first quarter ended March 31, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.	Description
99.1	Press Release dated May 3, 2010

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.

VOLCANO CORPORATION
By:	/S/    JOHN T. DAHLDORF
	John T. Dahldorf
	Chief Financial Officer

Dated: May 3, 2010

EXHIBIT INDEX

No.	Description
99.1	Press Release dated May 3, 2010

EX-99.1

Exhibit 99.1

VOLCANO REPORTS 36 PERCENT INCREASE IN FIRST QUARTER REVENUES

IVUS DISPOSABLE AND FM DISPOSABLE REVENUES GROW 32 PERCENT AND

69 PERCENT, RESPECTIVELY

(SAN DIEGO, CA) May 3, 2010—Volcano Corporation (NASDAQ: VOLC), a leading developer and manufacturer of precision intravascular therapy guidance tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, said today that revenues for the first quarter of 2010 increased 36 percent over the first quarter of 2009.

For the quarter ended March 31, 2010, Volcano reported revenues of $66.6 million compared with revenues of $49.0 million a year ago.

For the first quarter of 2010, the company reported a net loss on a GAAP basis of $4.0 million, or $0.08 per share, versus a net loss on a GAAP basis of $7.6 million, or $0.16 per share, in the same period a year ago.

Excluding stock-based compensation expense of $3.1 million and $2.7 million in the first quarter of 2010 and 2009, respectively, Volcano reported a net loss on a non-GAAP basis of $921,000, or $0.02 per share, versus a net loss on a non-GAAP basis of $4.9 million, or $0.10 per share, in the first quarter of 2009.

“We continued to execute on our growth strategies by increasing the installed base of our multi-modality platforms and generating increased market share and utilization for our offerings,” said Scott Huennekens, president and chief executive officer. “Key drivers of our year-over-year growth included a 58 percent increase in intravascular ultrasound (IVUS) disposable revenues in Japan, 46 percent growth in our U.S. functional measurement (FM) disposable sales and increased market penetration in Europe, where IVUS and FM disposable revenues increased 32 percent and 92 percent, respectively,” he continued.

“During the quarter, we continued our sales force expansion initiative and benefitted from our transition to a direct sales model in Japan. In addition, we pursued technology innovation and expect to introduce five product enhancements or new offerings during the balance of the year as we increase momentum, expand our tools to serve patients and clinicians and leverage our multi-modality platform. We also have more than one dozen clinical trials involving our current or future product offerings either underway or expected to begin enrollment in the near future,” he added.

Guidance for 2010

The company reconfirmed prior guidance for fiscal 2010.

Conference Call Information

The company will hold a conference call at 2 p.m., Pacific Daylight Time (5 p.m., Eastern Daylight Time), today. The teleconference can be accessed by calling (631) 291-4555, passcode 67521804, or via the company’s website at http://www.volcanocorp.com. Please dial in or access the webcast 10-15 minutes prior to the beginning of the call. A replay of the conference call will be available through May 10, at (706) 645-9291, passcode 67521804, and via the company’s website.

About Volcano Corporation

Volcano Corporation (NASDAQ: VOLC) offers a broad suite of devices designed to facilitate endovascular procedures, enhance the diagnosis of vascular and structural heart disease and guide optimal therapies. The company’s intravascular ultrasound (IVUS) product line includes ultrasound consoles that can be integrated directly into virtually any modern cath lab. Volcano IVUS offers unique features, including both single-use digital and rotational IVUS imaging catheters, and advanced functionality options, such as VH^® IVUS tissue characterization and ChromaFlo^®. Volcano also provides functional measurement (FM) consoles and single-use pressure and flow guide wires and is developing a line of ultra-high resolution Optical Coherence Tomography (OCT) systems and catheters. Currently, more than 5,200 Volcano IVUS and FM systems are installed worldwide, and more than half of Volcano’s revenues are derived from outside the United States. Volcano’s wholly-owned subsidiary, Axsun Technologies, Inc., develops and manufactures optical monitors, lasers and optical engines used in telecommunications, medical imaging, spectroscopy and other industrial applications. For more information, visit the company’s website at www.volcanocorp.com.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial information as defined by the U.S. Securities and Exchange Commission Regulation G. Pursuant to the requirements of this regulation, a reconciliation of this non-GAAP financial information to our financial statements as prepared under generally accepted accounting principles (GAAP) in the United States is included in this press release. Non-GAAP financial measures provide an indication of our performance

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before certain charges. Our management believes that in order to properly understand our short-term and long-term financial trends, investors may wish to consider the impact of these charges. These charges results from factors and circumstances that vary in frequency and/or impact on continuing operations. Our management believes that these items are not reflective of our core operating activities and should be excluded when comparing our current operating results with those of prior periods. In addition, stock-based compensation is a non-cash expense. Finally, our management uses results of operations before certain charges to evaluate the operational performance of the company, as a basis for strategic planning and for forecasting and planning future periods. Investors should note that the non-GAAP financial measures used by the company may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as those of other companies. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures in accordance with GAAP, and are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures as detailed below.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this press release regarding Volcano’s business that are not historical facts may be considered “forward-looking statements,” including statements regarding the company’s financial guidance for 2010, market adoption of the company’s technology, growth strategies, timing and achievement of product development milestones, market development and product introductions and sales. Forward-looking statements are based on management’s current preliminary expectations and are subject to risks and uncertainties, which may cause Volcano’s results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from the results predicted are detailed in the company’s annual report on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Volcano undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.

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Contact Information:

John Dahldorf

Chief Financial Officer

Volcano Corporation

(858) 720-4020

or

Neal Rosen

Ruder-Finn

(415) 692-3058

VOLCANO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 31, 2010		December 31, 2009
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	60,475	$	56,055
Short-term available-for-sale investments		68,089		66,028
Accounts receivable, net		47,452		51,171
Inventories		38,032		37,710
Prepaid expenses and other current assets		5,302		5,892
Total current assets		219,350		216,856
Restricted cash		533		554
Property and equipment, net		44,757		44,734
Intangible assets, net		13,094		11,623
Goodwill		931		931
Other non-current assets		2,112		2,036
	$	280,777	$	276,734
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	15,185	$	13,840
Accrued compensation		13,407		14,142
Accrued expenses and other current liabilities		13,442		25,275
Deferred revenues		4,967		4,881
Current maturities of long-term debt		49		50
Total current liabilities		47,050		58,188
Long-term debt		98		110
Deferred revenues		2,512		2,376
Other		1,584		1,245
Total liabilities		51,244		61,919
Stockholders' equity		229,533		214,815
	$	280,777	$	276,734

VOLCANO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data) (unaudited)

	Three Months Ended March 31,
	2010			2009
Revenues	$	66,572		$	48,959
Cost of revenues		26,638			20,649
Gross profit		39,934			28,310
Operating expenses:
Selling, general and administrative		33,079			25,080
Research and development		9,858			8,769
In-process research and development		32			—
Amortization of intangibles		573			1,052
Total operating expenses		43,542			34,901
Operating loss		(3,608	)		(6,591	)
Interest income		85			301
Interest expense		(7	)		(2	)
Exchange rate loss		(121	)		(1,128	)
Other, net		(10	)		—
Loss before provision for income taxes		(3,661	)		(7,420	)
Provision for income taxes		375			194
Net loss	$	(4,036	)	$	(7,614	)
Net loss per share–basic and diluted	$	(0.08	)	$	(0.16	)
Shares used in calculating net loss per share–basic and diluted		49,743			48,032

VOLCANO CORPORATION

RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	2010			2009
GAAP operating loss	$	(3,608	)	$	(6,591	)
Stock-based compensation		3,083			2,715
In-process research and development		32			—
Non-GAAP operating loss	$	(493	)	$	(3,876	)
GAAP net loss	$	(4,036	)	$	(7,614	)
Stock-based compensation		3,083			2,715
In-process research and development		32			—
Non-GAAP net loss	$	(921	)	$	(4,899	)
GAAP net loss per share–basic and diluted	$	(0.08	)	$	(0.16	)
Stock-based compensation		0.06			0.06
In-process research and development		—			—
Non-GAAP net loss per share–basic and diluted	$	(0.02	)	$	(0.10	)
Shares used in calculating net loss per share–basic and diluted		49,743			48,032

VOLCANO CORPORATION

REVENUE SUMMARY

(in millions)

(unaudited)

	Three Months Ended March 31,				Percentage Change
	2010		2009		2009 to 2010
Medical segment:
Consoles:
United States	$	4.2	$	5.0	(16	)%
Japan		1.3		1.2	7
Europe		1.9		1.7	15
Rest of world		1.3		0.6	97
Total Consoles	$	8.7	$	8.5	2
IVUS single-procedure disposables:
United States	$	16.4	$	14.2	14	%
Japan		15.8		10.0	58
Europe		5.3		4.0	32
Rest of world		1.1		0.9	37
Total IVUS single-procedure disposables	$	38.6	$	29.1	32
FM single-procedure disposables:
United States	$	5.3	$	3.6	46	%
Japan		0.8		0.3	182
Europe		4.0		2.1	92
Rest of world		0.4		0.3	62
Total FM single-procedure disposables	$	10.5	$	6.3	69
Other	$	3.7		1.7	115	%
Sub-total medical segment	$	61.5	$	45.6	35
Industrial segment	$	5.1		3.4	52
Total	$	66.6	$	49.0	36