-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IL5gKSIHSlB4ZFxk4bwVmXv+zCwMnKLyv8E/PbxysQZdV5auz0zaBOALzScI0zCt d/dJW2fTuF2QtDqeowxA0g== 0001157523-08-004549.txt : 20080522 0001157523-08-004549.hdr.sgml : 20080522 20080522173011 ACCESSION NUMBER: 0001157523-08-004549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080522 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080522 DATE AS OF CHANGE: 20080522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABIOMED INC CENTRAL INDEX KEY: 0000815094 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042743260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09585 FILM NUMBER: 08855662 BUSINESS ADDRESS: STREET 1: 22 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787775410 MAIL ADDRESS: STREET 1: 22 CHERRY HILL DRIVE CITY: DANVERS STATE: MA ZIP: 01923 8-K 1 a5693034.htm ABIOMED, INC. 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: May 22, 2008
(Date of earliest event reported)



ABIOMED, Inc.
(Exact name of registrant as specified in its charter)

Delaware

04-2743260

(State or other Jurisdiction of Incorporation)

(IRS Employer Identification Number)

0-20584
(Commission File Number)

22 Cherry Hill Drive

Danvers, MA 01923

(Address of Principal Executive Offices, including Zip Code)

(978) 646-1400
(Registrant’s Telephone Number, including Area Code)

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:

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

On May 20, 2008, we elected Martin Sutter as a member of our Board of Directors. Mr. Sutter will serve as a Class III director until our 2010 annual meeting of stockholders and thereafter until his successor is duly elected and qualified. Mr. Sutter has been granted a stock option to purchase 25,000 shares of our common stock, vesting annually over five years. The stock option has an exercise price of $13.91 equal to the closing price of our common stock on the date of grant, May 20, 2008. Although we expect that Mr. Sutter will be appointed to serve on at least one committee of the board of directors, the committees on which he will serve have not been determined at this time. Mr. Sutter is one of the two founding managing directors of Essex Woodlands Health Ventures. Essex Woodlands participated in our follow-on public offering in 2007, purchasing an aggregate of 2,600,000 shares of our common stock in the offering through various investment funds managed by Essex Woodlands.

Item 7.01 Regulation FD Disclosure.

A copy of the press release we issued announcing Mr. Sutter’s election to our Board of Directors is set forth as Exhibit 99.1 and is incorporated by reference herein. The information contained in this Item 7.01 and Item 9.01 below shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 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 Securities Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

      (d) Exhibits

 
Number Title
 
99.1 Press Release dated May 22, 2008.



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.

ABIOMED, Inc.

 

 

 

By:

/s/    Daniel J. Sutherby

Daniel J. Sutherby

Chief Financial Officer

Date:

May 22, 2008


EXHIBIT INDEX

Exhibit
Number
Description
99.1
EX-99.1 2 a5693034ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Abiomed Appoints Martin P. Sutter to Its Board of Directors

DANVERS, Mass.--(BUSINESS WIRE)--Abiomed, Inc. (NASDAQ: ABMD) announced today that Martin P. Sutter has been appointed to its Board of Directors. Mr. Sutter is one of the two founding managing directors of Essex Woodlands Health Ventures, one of the oldest and largest healthcare focused venture capital firms with nearly $3 billion under management. Mr. Sutter has more than 30 years of management experience in operations, marketing, finance and venture capital.

Mr. Sutter currently serves on the Board of Directors of BioForm Medical, LaJolla Pharmaceuticals, and LifeCell Corporation, which is in the process of being acquired by Kinetic Concepts, Inc. (KCI). He formerly sat on the Board of Confluent Surgical, which was acquired by Tyco International; Rinat Neuroscience, which was acquired by Pfizer Inc.; and St. Francis Medical Technologies, which was acquired by Kyphon, Inc. Mr. Sutter is also responsible for the partnership’s investment in Spinal Concepts, which was acquired by Abbott Laboratories.

“I am honored to join the Board of Directors of Abiomed and look forward to contributing to the Company’s growth and success,” said Mr. Sutter.

"Mr. Sutter brings a breadth of strategic and operational experience in helping companies grow shareholder value and we are excited to welcome him to Abiomed’s Board of Directors," said Michael R. Minogue, Chairman, CEO and President of Abiomed.

Mr. Sutter holds a Bachelor of Science from Louisiana State University and a Masters in Business Administration from the University of Houston.

ABOUT ABIOMED

Based in Danvers, Massachusetts, Abiomed, Inc., is a leading provider of medical devices that provide circulatory support to acute heart failure patients across the continuum of care in heart recovery. Our products are designed to enable the heart to rest, heal and recover by improving blood flow and/or performing the pumping of the heart. For additional information please visit: www.abiomed.com.

CONTACT:
Abiomed, Inc.
Daniel J. Sutherby, 978-777-5410
Chief Financial Officer
ir@abiomed.com
or
For Abiomed, Inc.
Brodeur
Heather Nevers, 617-587-2814
Media Relations
hnevers@brodeur.com

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