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: June 27, 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 1.01. Entry Into a Material Definitive Agreement.

On June 27, 2008, we amended the lease for our Danvers, Massachusetts facility pursuant to the terms of a First Amendment to Lease with our landlord, Leo C. Thibeault, Jr. Trustee of The Thibeault Nominee Trust.

The amendment extends the lease from February 28, 2010 to February 28, 2016. The amendment changes the rent under the lease from $64,350 per month to the following schedule:

• The base rent for July 2008 through October 2008 will be $0 per month;

• The base rent for November 2008 through June 2010 will be $40,000 per month;

• The base rent for July 2010 through February 2014 will be $64,350 per month; and

• The base rent for March 2014 through February 2016 will be $66,000 per month.

In addition, under the amendment we have certain rights to terminate the lease early, subject to the payment of a specified termination fee based on the timing of the termination, as further outlined in the amendment.

The foregoing description is a summary of the material provisions of the amendment and is qualified in its entirety by reference to the First Amendment to Lease which is attached as exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

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

The description set forth in item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Title
10.1	First Amendment to Lease Agreement dated June 27, 2008 between Abiomed, Inc. and Leo C. Thibeault, Jr., Trustee of The Thibeault Nominee Trust.

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 thereunto duly authorized.

Abiomed, Inc.
By:	/s/ Daniel J. Sutherby
	Daniel J. Sutherby
	Chief Financial Officer

Date: July 2, 2008

Exhibit Index

Number	Title
10.1	First Amendment to Lease Agreement dated June 27, 2008 between Abiomed, Inc. and Leo C. Thibeault, Jr. Trustee of The Thibeault Nominee Trust.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO LEASE

This agreement is made this 27^th day of June, 2008, between Leo C. Thibeault, Jr., Trustee of The Thibeault Nominee Trust under a declaration of trust dated November 20, 1996, recorded with the Essex County South District Registry of Deeds at Book 13856, Page 290, having a usual place of business at 20 Cherry Hill Drive, Danvers, Massachusetts 01923 (“Lessor”), and ABIOMED, Inc., a Delaware corporation having a usual place of business at 20 Cherry Hill Drive, Danvers, Massachusetts 01923 (“Lessee”).

WHEREAS, on or about January 8, 1999, Lessor and Lessee entered into a Lease (the “Original Lease”) for 79,200 square feet of space (the “Premises”) in the building (the “Building”) known and numbered as 20 Cherry Hill Drive, Danvers, Massachusetts.

WHEREAS, Lessor and Lessee have agreed to extend the Term of the Original Lease and to revise the amount of Base Rent payable by Lessee as provided more specifically in this First Amendment to Lease (the “First Amendment to Lease”; the First Amendment to Lease and the Original Lease are sometimes referred to herein collectively as the “Lease”).

NOW, THEREFORE, for valuable consideration each to the other paid, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows:

1. Section 3 of the Lease is hereby deleted and the following is inserted in its place:

The term of this Lease shall commence on January 8,1999 (the “Commencement Date”). The “Full Occupancy Date” hereunder is March 1, 2000 and the Term of the Lease shall end on February 28, 2016 (the “Termination Date”), unless sooner terminated as hereinafter provided.

Lessee shall have the right to terminate this Lease prior to the Termination Date by written notice to Lessor (the “Termination Notice”) and the Term of this Lease shall terminate on the date (the “Termination Date”) which is six (6) months from the date on which Lessee sends the Termination Notice to Lessor. If the Lease terminates other than on the first day of a calendar month, the Rent payable under the Lease for such month shall be pro-rated accordingly. No Termination Notice shall be effective unless accompanied by a payment (the “Termination Payment”) as follows: (i) if the Termination Date occurs on March 1,2009, through and including February 28,2010, the Termination Payment shall be Two Million and 00/100 ($2,000,000.00) Dollars; (ii) if the Termination Date occurs on March 1, 2010, through and including February 28, 2011, the Termination Payment shall be One Million Eight Hundred Fifty Thousand and 00/100 ($1,850,000.00) Dollars; (iii) if the Termination Date occurs on March 1, 2011, through and including February 29, 2012, the Termination Payment shall be One Million Seven Hundred Fifty Thousand and 00/100 ($1,750,000.00) Dollars; (iv) if the Termination Date occurs on March 1, 2012, through and including February 28, 2013, the Termination Payment shall be One Million Five Hundred Thousand and 00/100 ($1,500,000.00) Dollars; (v) if the Termination Date occurs on March 1,2013, through and including February 28, 2014, the Termination Payment shall be One

Million and 00/100 ($1,000,000.00) Dollars; and (vi) if the Termination Date occurs on March 1, 2014, through and including February 28, 2015, the Termination Payment shall be Seven Hundred Fifty Thousand and 00/100 ($750,000.00) Dollars. Lessee shall not otherwise have any right to terminate the Term of the Lease except as hereinabove provided. Lessee shall specifically not have the right to give a Termination Notice that establishes a Termination Date prior to March 1, 2009 or after February 28, 2015. Lessee shall timely make all payments of Base Rent, Additional Rent and all other sums due under the Lease during the six (6) month period between its giving of a Termination Notice and the applicable Termination date.

2. Notwithstanding the provisions of Section 5(a) of the Original Lease, the Base Rent for the Premises shall be as follows:

(i) for the months of July, August, September and October, 2008, Lessee shall not be obligated to pay any Base Rent;

(ii) for the months of November, 2008, through and including June, 2010, the Base Rent shall be Forty Thousand and 00/100 ($40,000.00) Dollars per month;

(iii) for the months of July, 2010, through and including February, 2014, the Base Rent shall be Sixty-four Thousand Three Hundred Fifty and 00/100 ($64,350.00) Dollars per month: and

(iv) for the months of March, 2014, through and including February, 2016, the Base Rent shall be Sixty-six Thousand and 00/100 ($66,000.00) Dollars per month.

3. Section 34 of the Lease is hereby deleted.

4. Except as otherwise provided herein, the Lease is hereby ratified and confirmed.

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Signed as a sealed instrument as of the day and year first written above.

LESSOR		LESSEE
Leo C. Thibeault, Jr.		ABIOMED, Inc.
Trustee of The Thibeault Nominee Trust
/s/ Leo C. Thibeault Trustee	By:
Leo C. Thibeault

COMMONWEALTH OF MASSACHUSETTS

County of Essex, ss. June         , 2008.

On this 27^th day of June, 2008, before me, the undersigned notary public, personally appeared Michael R Minogue President & CEO of Abiomed, Inc., proved to me through satisfactory evidence of identification, which was Drivers License , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public
STATE OF VERMONT

County of Windsor, ss. June 26^th, 2008

On this 26^th day of June, 2008, before me, the undersigned notary public, personally appeared Leo C. Thibeault, Jr., Trustee, proved to me through satisfactory evidence of identification, which was Drivers License, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

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