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: December 22, 2008

(Date of earliest event reported)

ABIOMED, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-20584	04-2743260
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

22 Cherry Hill Drive

Danvers, MA 01923

(Address of Principal Executive Offices, including Zip Code)

(978) 777-5410

(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 December 22, 2008, our board of directors appointed Robert L. Bowen to serve as our Vice President and Chief Financial Officer. From December 2005 until November 2008, Mr. Bowen was Vice President and Chief Financial Officer of GSI Group, a supplier of lasers, laser systems and precision motion technologies. From November 2003 to December 2005, Mr. Bowen was an independent consultant and co-founder of Graystone Capital Partners LLC. From December 2000 to October 2003, Mr. Bowen was Vice President and Chief Financial Officer of Cytyc Corporation, a maker of cancer diagnostic and other medical devices, and prior to that, Chief Financial Officer for the European Region for Case Corporation. Mr. Bowen is 59 years old. A copy of the press release we issued announcing Mr. Bowen’s appointment is filed as Exhibit 99.1 to this current report on form 8-K and is incorporated by reference herein.

Our Compensation Committee has approved the terms of the offer letter we entered into with Mr. Bowen, pursuant to which we have agreed to pay Mr. Bowen an annual salary of $290,000 and have set his target annual bonus at $150,000 for outstanding performance. This target bonus will be pro-rated for the remainder of fiscal 2009. We have also agreed in the offer letter to enter into a change of control agreement with Mr. Bowen, providing for continuation of salary and benefits for a period of eighteen months in the event Mr. Bowen is terminated in connection with a change of control. As provided in the offer letter, our compensation committee has also granted Mr. Bowen a stock option to purchase 100,000 shares of our common stock. The stock option vests 25% annually over four years and has an exercise price equal to the closing price of our common stock on December 22, 2008. A copy of the offer letter is filed as Exhibit 99.2 to this current report on form 8-K and is incorporated by reference herein.

Mr. Bowen will serve as our principal financial officer and principal accounting officer. Our corporate controller, Ian McLeod, who had been performing the functions of principal financial officer and principal accounting officer on an interim basis, will continue as our corporate controller.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number	Title
99.1	Press Release dated December 22, 2008.
99.2	Offer Letter with Robert L. Bowen dated December 15, 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/    Michael R. Minogue
	Michael R. Minogue
	President and Chief Executive Officer

Date: December 22, 2008

EXHIBIT INDEX

Number	Title
99.1	Press Release dated December 22, 2008.
99.2	Offer Letter with Robert L. Bowen dated December 15, 2008.

EX-99.1

Exhibit 99.1

ABIOMED APPOINTS ROBERT L. BOWEN AS CHIEF FINANCIAL OFFICER

DANVERS, Mass., December 22, 2008 — Abiomed, Inc. (NASDAQ: ABMD), a leading provider of heart recovery products providing circulatory support to acute heart failure patients, announced today the appointment of Robert L. Bowen as Vice President and Chief Financial Officer. Mr. Bowen brings more than 20 years of domestic and international management experience, as well as an extensive background in accounting and auditing practices, financial planning and analysis, SEC compliance and reporting, investor relations, strategic business planning, mergers and acquisitions and managing company growth.

“We are thrilled to have Bob Bowen on board during such an exciting time for the company,” said Michael R. Minogue, Chairman, CEO and President of Abiomed. “With extensive financial and investor leadership experience, Bob understands the financial management needs of a rapidly growing organization. He will be a tremendous asset to the company as we continue the successful momentum from the Impella launch and ongoing worldwide adoption of our heart recovery continuum of care.”

From 2005 to 2008, Mr. Bowen was Vice President and Chief Financial Officer for GSI Group, a publicly-held laser and precision motion supplier in Bedford, Mass., with approximately $300 million in revenue. At GSI Group, Mr. Bowen led the consolidation of the company’s financial operations, implemented improved and timely desktop financial reporting systems, played a leadership role in assessing a joint venture partnership in China, and worked on several acquisition opportunities including the acquisition of Excel Technologies.

During 2004 to 2006, Mr. Bowen also was a founding partner and managing director of Graystone Capital Partners, an investment vehicle established to fund and launch an internet-based Chinese media company in Beijing, focusing on comedy, music, short film and video sharing.

Mr. Bowen held the Vice President and Chief Financial Officer position for Cytyc Corporation, a leading women’s healthcare company from 2000 to 2003. During a period of rapid growth with revenues growing from approximately $140 million to approximately $300 million, he led the implementation of Sarbanes Oxley internal control requirements, upgraded the sales order internal routines, implemented new financial and management reporting systems and worked on several acquisition opportunities, including the acquisition of Product Health, a breast cancer diagnostic company.

From 1997 to 2003, Mr. Bowen was the Chief Financial Officer for Case Corporation’s European Region, based in Paris, France, with revenues of approximately $1.7 billion. He successfully led the Euro conversion project, was instrumental in establishing a centralized European Shared Service organization, integrated the newly acquired Austrian manufacturing and distribution business and worked on several private company acquisition opportunities.

Prior to Case Corporation, Mr. Bowen held senior financial positions in the General Electric (GE) Healthcare, Trading and Lighting businesses, with assignments in the U.S., Asia and Europe for a span of 20 years. At GE Lighting in London, Mr. Bowen played a leadership role in the restructuring of the new organization’s two European acquisitions. In addition, during his assignment at GE Medical Systems Asia, Mr. Bowen led the negotiation and establishment of a successful joint venture in India with WIPRO and the restructuring of GE’s South Korean joint venture with Samsung.

Mr. Bowen received a bachelor’s degree in business from Ohio University and a master’s in international business and finance from New York University’s Stern School of Business.

“I am extremely pleased to join the strong and committed management team at Abiomed,” said Mr. Bowen. “With an impressive set of products that can expect further growth and new developments in enhancing the quality of life for patients, the company is well positioned to become a global leader in the heart recovery market.”

Ian McLeod, who has served as Abiomed’s interim Principal Financial Officer and interim Principal Accounting Officer, will continue as the Company’s Corporate Controller.

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

This Release contains forward-looking statements, including statements regarding development of Abiomed’s existing and new products, the Company’s progress toward commercial growth, and future opportunities and expected regulatory approvals. The Company’s actual results may differ materially from those anticipated in these forward-looking statements based upon a number of factors, including uncertainties associated with development, testing and related regulatory approvals, including anticipated future losses, complex manufacturing, high quality requirements, dependence on limited sources of supply, competition, technological change, government regulation, future capital needs and uncertainty of additional financing, and other risks and challenges detailed in the Company’s filings with the Securities and Exchange Commission, including the Annual Report filed 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.

For further information please contact:

Aimee Maillett

Public Relations Specialist

978-646-1553

ir@abiomed.com

###

EX-99.2

Exhibit 99.2

December 15, 2008

Dear Bob:

ABIOMED, Inc. is pleased to extend to you this offer of employment, subject to Board of Directors approval, in the position of Vice President and Chief Financial Officer. We are excited to have you join our team and know that you will play a key role in building the strongest team in the industry.

This letter, along with any enclosures, contains our complete offer of employment to you. All of the compensation described in this letter will be subject to applicable withholdings. This offer is contingent upon successful verification of references as well as the successful completion of a Company-paid initial-employment drug screen and background check.

Your semi-monthly salary will be $12,083.00, annualized at a rate of $290,000.00. Your performance and salary will be reviewed annually and your salary may be adjusted in accordance with normal business practices based on your performance as well as on other factors such as the Company’s performance. Your vacation will accrue daily at a rate equivalent to 4 weeks per year.

You will be eligible for a bonus with an annual target pay-out of $150,000.00 for outstanding performance. Your bonus will be based on achievement of personal and Company objectives, provided you are an active employee in good standing at the time payment is made. Since you will be joining the Company with one quarter left in our fiscal year this amount will be pro-rated for FY ’09. The Company will also provide you with a formal Change of Control Agreement that will provide you with salary and benefits continuation for a period of eighteen months in the event that your employment is terminated as a result of a change in control as defined in the agreement.

As an incentive for you to participate in the Company’s long-term growth, you will be eligible to receive options to purchase 100,000 shares of the Company’s common stock. This option will be granted at the closing market price on the date when you begin employment with ABIOMED. The option will vest over four years according to the following schedule: 25% on your one-year anniversary of the option issuance date, and 25% on your second, third, and fourth anniversary date of the issuance as long as you remain in the employ of the Company. These options will be awarded in accordance with the terms and conditions of ABIOMED Stock Incentive Plan and are subject to approval of ABIOMED’s Compensation Committee of the Board of Directors.

While you remain working for ABIOMED, Inc., you will be eligible to receive benefits in accordance with the benefit plans in which the Company participates. This program presently includes medical and dental insurance, vacation, holidays, sick time, 401(k) savings plan, Employee Stock Purchase Plan and others. You will receive more detailed information regarding ABIOMED benefits and policies on or before your first day of employment. Where a particular benefit is subject to a formal plan (for example, medical insurance, 401k), eligibility to participate in and receive any particular benefit is governed solely by the applicable plan document. Should you have any questions about the Company’s benefits, please feel free to request a copy of any applicable plan document and/or make further inquiry. ABIOMED, of course, reserves the right on a prospective basis to modify, change or eliminate its Compensation, Bonus or Benefit programs, at the Company’s sole discretion.

In order to protect ABIOMED’S substantial investment of time and money in the creation and maintaining of its trade secrets and other confidential and proprietary information, as well as its good-will with its clients, customers, suppliers and vendors, all employees are required to sign our standard employment, nondisclosure/non-compete agreement. The terms and conditions of this agreement will apply, regardless of any change in the nature of your duties, compensation or employment with any entity related to ABIOMED.

Also, as we have explained to you, just as ABIOMED regards the protection of our confidential information as a matter of great importance, we also respect that you may have an obligation to your present and/or prior employers to safeguard the confidential information of those companies. ABIOMED respects these obligations, and expects you to honor them as well. To that end, we expect that you have not taken any documents or other confidential information from your employer. Further, we want to make it perfectly clear you should not bring with you to ABIOMED, or use in the performance of your responsibilities for our Company, any proprietary business or technical information, materials or documents of a former employer.

You also must complete an Employment Eligibility Verification Form, and submit (within 3 business days of employment) an original document establishing identity and employment eligibility.

While we obviously are hopeful and confident that our relationship will be mutually rewarding, satisfactory and sustaining, this letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter ABIOMED policy under which both you and the Company remain free to end the employment relationship at any time and for any reason. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation of any kind, or grant you any benefit beyond the end of your employment with the Company. Also, this letter constitutes our entire offer regarding the terms and conditions of your employment by ABIOMED and it supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment.

Once you have had an opportunity to review the above information, please confirm your acceptance of this offer, by signing the original of this letter and returning one copy of this letter to Frank LeBlanc via fax at 978-774-7240.

Bob, we are very enthusiastic about your joining ABIOMED and look forward to a mutually rewarding working relationship. Should you have any questions, please feel free to contact me at any time. We look forward to your acceptance of this offer!

Sincerely,

Michael R. Minogue

Chairman, President and CEO

Agreed and Accepted:

I accept the above described position and terms of employment. My start date will be                                 .

/s/    Robert L. Bowen	12/15/08
Robert L. Bowen	Date