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: August 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 8.01. Other Events.

On August 22, 2008, we announced the completion of the public offering of 2,419,932 shares of our common stock. A copy of the press release announcing the closing is set forth as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Title
99.1	Press Release dated August 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 thereunto duly authorized.

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

Date: August 22, 2008

Exhibit Index

Number	Title
99.1	Press Release dated August 22, 2008.

EX-99.1

Exhibit 99.1

ABIOMED, INC. CLOSES PUBLIC OFFERING OF COMMON STOCK

DANVERS, Mass. (August 22, 2008)—Abiomed, Inc. (NASDAQ: ABMD) today announced the completion of the public offering of 2,419,932 shares of its common stock at $17.3788 per share. The net proceeds to Abiomed from the offering were approximately $41.7 million, after deducting the underwriting discount and estimated offering expenses.

Morgan Stanley & Co. Incorporated was the sole underwriter for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities. The offering of shares of common stock may be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement and the accompanying prospectus can be obtained upon request to Morgan Stanley & Co. Incorporated, 180 Varick Street, New York, New York 10014, Attention Prospectus Department or by e-mail at prospectus@morganstanley.com.

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.

FORWARD-LOOKING STATEMENTS

Statements in this press release concerning the expected public offering are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties. Information contained in these forward-looking statements is inherently uncertain, and actual performance and results may differ materially. Such factors that could cause actual results to differ materially from any forward-looking statements made by Abiomed include, among others, the risk that our offering expenses will be higher than we estimate and the risks and challenges detailed in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K and most recently filed quarterly report on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this Release or to reflect the occurrence of unanticipated events.

Contact:

Abiomed, Inc.

Daniel J. Sutherby

Chief Financial Officer

978-777-5410

ir@abiomed.com