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 15, 2009

(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) 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 2.02. Results of Operations and Financial Condition.

On May 18, 2009 we issued a press release issuing our revenue guidance for fiscal 2010. A copy of the press release is set forth as exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02 and exhibit 99.1 of this report 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 3.02. Unregistered Sale of Equity Securities.

On May 10, 2005, we acquired all of the shares of outstanding capital stock of Impella CardioSystems AG. The share purchase agreement provides for three potential additional payments based on milestones related to unit sales and FDA approval of our Impella 2.5 and 5.0 products. The two milestones related to sales and FDA approval of our Impella 2.5 device have previously been achieved and paid.

In our Report on Form 8-K filed on April 23, 2009, we disclosed that we received FDA 510(k) clearance of our Impella 5.0 device. As a result, we became obligated to make the final milestone payment to the former shareholders of Impella in the amount of $5,583,333. Under the terms of the share purchase agreement, we were required to pay $1,750,000 in cash but can satisfy the remaining $3,833,333 of this payment in the form of cash, or stock or a combination of cash and stock.

As permitted by the share purchase agreement, on May 15, 2009 we elected to make $3,833,333 of this milestone payment in shares of our common stock. We also made the $1,750,000 cash payment on May 15, 2009. As a result, we are issuing approximately 664,612 shares of our common stock to the former Impella shareholders. We are issuing the shares in reliance on the exemptions from registration available under Regulation S and Rule 506 of Regulation D. We are obligated to register the shares for resale on Form S-3 pursuant to the terms of the registration rights agreement we entered into at the time of the acquisition.

Item 7.01. Regulation FD Disclosure.

Set forth as exhibit 99.2 to this current report and incorporated herein by reference are slides that we intend to discuss on our earnings call scheduled for May 18, 2009. The information contained in this Item 7.01 and exhibit 99.2 of this report 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 18, 2009.
99.2	Slides dated May 18, 2009.

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/ Robert L. Bowen
	Robert L. Bowen Chief Financial Officer

Date: May 18, 2009

Exhibit Index

Number	Title
99.1	Press Release dated May 18, 2009.
99.2	Slides dated May 18, 2009.

EX-99.1

Exhibit 99.1

ABIOMED TO PROVIDE GUIDANCE FOR FISCAL YEAR OF 2010

•     Conference Call Scheduled For 8 a.m. ET Today

DANVERS, Mass. — May 18, 2009 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today announced its forecast for fiscal 2010 revenue growth to be in the range of 17% to 25% over fiscal year 2009, or approximately $86 million to $91 million.

As previously announced on May 12, 2009:

• Abiomed had fourth quarter of fiscal 2009 revenue of $19.6 million, up 12% compared to revenue of $17.5 million for the fourth quarter of fiscal 2008, and up 13% sequentially, compared to revenue of $17.3 million for the third quarter of fiscal 2009.

• Total revenue for the twelve months ended March 31, 2009, was $73.2 million, up 24% compared to revenue of $58.9 million for the full year fiscal 2008. Full year fiscal 2009 worldwide Impella revenue was $36.4 million, up 196% compared to Impella revenue of $12.3 million for the full year fiscal 2008.

• The GAAP net loss was $8.5 million, or a loss of $0.23 per fully diluted share, compared to a GAAP net loss of $15.0 million, or a loss of $0.46 per fully diluted share during the fourth quarter of fiscal 2008. The full year fiscal 2009 GAAP net loss was $31.6 million, or a loss of $0.91 per fully diluted share, compared to a GAAP net loss of $40.9 million, or a loss of $1.26 per fully diluted share for the full year fiscal 2008.

• The non-GAAP net loss for the fourth quarter of fiscal 2008, after excluding stock-based compensation expense of $1.8 million, intangibles amortization expense of $0.4 million, was $6.3 million, or a loss of $0.17 per fully diluted share, compared to the non-GAAP net loss for the fourth quarter of fiscal 2008, after excluding stock-based compensation expense of $1.1 million, intangibles amortization of $0.4 million, and a non-cash charge of $5.6 million for the change in fair value of the Company’s note receivable from World Heart Corporation, which was $7.9 million, or a loss of $0.24 per fully diluted share. The non-GAAP net loss for the full fiscal year 2009, after excluding stock-based compensation expense of $8.8 million and intangibles amortization of $1.6 million, was $21.2 million, or a loss of $0.61 per fully diluted share, compared to the non-GAAP net loss for the full fiscal year 2008, after excluding stock-based compensation expense of $5.4 million, intangibles amortization of $1.6 million, a litigation settlement of $1.2 million, and a non-cash charge of $5.0 million for the change in the fair value of the Company’s note receivable from World Heart Corporation, which was $27.7 million, or a loss of $0.85 per fully diluted share.

• Cash, cash equivalents plus short and long-term marketable securities totaled $60.9 million at March 31, 2009, compared to $63.8 million at December 31, 2008.

Abiomed’s unaudited condensed consolidated balance sheet as of March 31, 2009 and its unaudited condensed consolidated statement of operations for the three and twelve months ended March 31, 2009 are provided at the end of this press release.

Abiomed also announced today that it has elected to pay in shares of its common stock $3,833,333 of the $5,583,333 milestone payment owed to the former shareholders of Impella CardioSystems AG. This payment was triggered by FDA approval of the Impella 5.0 device, which was the final potential milestone payment under the related share purchase agreement for the acquisition of Impella. As a result, on May 15, 2009, Abiomed paid $1,750,000 in cash and issued approximately 664,612 shares of its common stock to the former Impella shareholders.

The Company will host a conference call today at 8 a.m. ET to discuss its fourth quarter of fiscal 2009 results and fiscal 2010 guidance. Michael R. Minogue, Chairman, Chief Executive Officer and President, and Robert L. Bowen, Vice President and Chief Financial Officer, will host the conference call.

To listen to the call live, please tune into the webcast via http://investor.abiomed.com or dial 800.798.2864; the international number is 617.614.6206. The access participant code is 92860386. A replay of this conference call will be available beginning at 11 a.m. ET on May 18, 2009 through 11:59 p.m. ET on June 1, 2009. The replay phone number is 888.286.8010; the international number is 617.801.6888. The replay access code is 89776134.

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.

USE OF NON-GAAP MEASURES

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release also contains non-GAAP financial measures of net loss and net loss per share, in each case excluding, where appropriate, stock option expense, intangibles amortization, litigation expense, and non-cash charges related to the Company’s investment in WorldHeart. We believe that the inclusion of these non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our core operating results and future prospects, and can also help investors who wish to make comparisons between us and other companies on both a GAAP and a non-GAAP basis, particularly with respect to stock option and other stock based compensation expenses. The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this press release may be different from, and therefore may not be comparable to, similar measures used by other companies. Although certain non-GAAP financial measures used in this release exclude the accounting treatment of stock based compensation expense and other items outlined in this release and above, these non-GAAP measures should not be relied upon independently, as they ignore the contribution to our operating results that is generated by the incentive and compensation effects of the underlying stock based compensation programs.

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

###

Abiomed, Impella, iPulse, BVS5000, AB5000, AbioCor and the Abiomed logo are all trademarks of Abiomed. Other company and product names may be trademarks of their respective owners.

Abiomed, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)

	March 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	1,785		$	2,042
Short-term marketable securities		55,394			36,257
Accounts receivable, net		15,724			14,071
Inventories		14,777			17,428
Prepaid expenses and other current assets		809			1,705
Total current assets		88,489			71,503
Property and equipment, net		7,792			7,551
Intangible assets, net		4,359			6,921
Goodwill		31,295			31,563
Long-term marketable securities		3,721			—
Other assets		302			493
Total assets	$	135,958		$	118,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,550		$	9,024
Accrued expenses		10,818			9,290
Deferred revenue		1,211			1,162
Total current liabilities		17,579			19,476
Long-term deferred tax liability		2,086			4,740
Other long-term liabilities		310			221
Total liabilities		19,975			24,437
Commitments and contingencies
Stockholders’ equity:
Class B Preferred Stock, $.01 par value Authorized - 1,000,000 shares; Issued and outstanding - none		—			—
Common stock, $.01 par value Authorized - 100,000,000 shares; Issued - 36,736,843 shares at March 31, 2009 and 32,779,404 shares at March 31, 2008; Outstanding - 36,685,889 shares at March 31, 2009 and 32,768,385 shares at March 31, 2008		367			328
Additional paid-in-capital		362,125			300,787
Accumulated deficit		(243,991	)		(212,394	)
Treasury stock at cost - 50,954 at March 31, 2009 and 11,019 shares at March 31, 2008		(827	)		(116	)
Accumulated other comprehensive (loss) income		(1,691	)		4,989
Total stockholders’ equity		115,983			93,594
Total liabilities and stockholders’ equity	$	135,958		$	118,031

Abiomed, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

	Three Months Ended March 31,						Twelve Months Ended March 31,
	2009			2008			2009			2008
Revenue:
Product	$	19,384		$	17,323		$	72,512		$	58,322
Funded research and development		199			184			698			619
Total Revenue		19,583			17,507			73,210			58,941
Costs and expenses:
Cost of product revenue excluding amortization of intangibles		5,498			4,883			20,437			15,065
Research and development		7,131			6,686			25,328			24,917
Selling, general and administrative		14,718			14,419			55,357			52,658
Arbitration decision		—			—			—			1,206
Amortization of intangible assets		407			413			1,606			1,582
		27,754			26,401			102,728			95,428
Loss from operations		(8,171	)		(8,894	)		(29,518	)		(36,487	)
Other income and expense:
Investment (expense) income, net		104			(695	)		(1,404	)		1,625
Gain on sale of WorldHeart stock		0			—			313			—
Change in fair value of WorldHeart note receivable and warrant		—			(5,589	)		—			(5,000	)
Other expense, net		(235	)		276			(236	)		(541	)
		(131	)		(6,008	)		(1,327	)		(3,916	)
Loss before provision for income taxes		(8,302	)		(14,902	)		(30,845	)		(40,403	)
Provision for income taxes		152			70			752			527
Net loss	$	(8,454	)	$	(14,972	)	$	(31,597	)	$	(40,930	)
Basic and diluted net loss per share	$	(0.23	)	$	(0.46	)	$	(0.91	)	$	(1.26	)
Weighted average shares outstanding		36,142			32,612			34,882			32,465

EX-99.2

May 18, 2009 Conference Call

Michael Minogue, Chairman, President and CEO

Robert Bowen, CFO

(NASDAQ: ABMD)

May 8, 2009

Exhibit 99.2

2

Legal Disclaimers

Not FDA

Approved, See Disclaimer

Red Box Indicates

This information includes forward looking statements including statements regarding the future

financial performance, product development efforts, ABIOMED’s strategic operational initiatives,

and market response to ABIOMED’s new products. ABIOMED’s actual results may differ materially

from those anticipated in these forward-looking statements based upon a number of factors,

including uncertainties associated with the development, testing

and related regulatory approvals,

competition, technological change, future capital needs, and other risks detailed in the Company’s

filings with the Securities and Exchange Commission. You are cautioned not to place undue

reliance on any forward-looking statements, which speak only as of today’s date. 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 today’s date or to

reflect the occurrence of unanticipated events.

IMPELLA®

Pediatric, Implantable, Right Percutaneous are Not Available for Sale in the United States.

AbioCor®

II is not approved by the FDA for Sale in the United States

3

Impella 2.5

510(k) Clearance 6/08

CE

Impella Console

CE

Impella

Pediatric

Impella Right

Percutaneous

Intra-aortic Balloon

510(k), CE

BVS Blood Pump

FDA Approved, CE

New Products & Regulatory Execution

AB5000 Ventricle

FDA Approved, CE

Not FDA

Approved, See Disclaimer

Impella

Cath Lab/ Percutaneous Placement

PMA

Supplement

4/09, CE

iPulse

FDA Approved,

CE

iPulse

Surgical VAD Placement

Impella 5.0 / LD

510(k) Clearance  4/09

CE

1/14/09

Impella 510(k) US Launch FY09 = 521 Patients

Q2*: June to Sept. 2008

•

100 patients in 4

months, 6 a week avg.

•

$6.2M US Q2

commercial revenue

•

@ 108 Hospitals

•

35% reorder revenue

Q3: Oct to Dec. 2008

•

160 patients, up 60%, 

13 a week avg.

•

$6.7M US Q3, up 8%

sequentially

•

Added 55 accounts @

163 Hospitals, up 51%

•

48% reorder revenue

4

(*US News & World Reports)

Q4: Jan to March 2009

•

261 patients, up 63%,  22

a week avg.

•

$9.1M US Q4, up 37%

sequentially

•

Added 66 accounts @

229 Hospitals, up 40%

•

>50% reorder revenue

Total  Worldwide Impella revenue

$10.6M

Total  Worldwide Impella revenue

$8.8M

Total  Worldwide Impella revenue

$11.2M

5

5

Why we believe Impella

is Superior to IABP

Direct

Heart

Unloading…reducing

O

2

demand

on

heart

Supporting

Coronary

Flow…increasing

O

2

supply

to

heart

Increasing

Cardiac

Power…increasing

O

2

supply

to

all

organs,

the

highest

correlate

to

decreasing

mortality

Impella

IABP

5

6

Impella Technology …

Validated in Studies

7

Showcasing Impella

Superiority Over IABP

MACH II

Impella

Improves Ejection Fraction in AMI

3 Days        

% Pts. Improvement in Ejection Fraction (EF)

2%

5%

9%

13%

120 Days        

Impella

2.5        

Standard of Care

p<0.05

ISAR-SHOCK

Impella

Provides 5X Better Hemodynamic Support Than IABP

in AMI Cardiogenic

Shock

(Seyfarth

et al. American College of Cardiology, 2007)

P<0.01

1.10

0.20

0.25

1.25

0.75

0.50

1.50

0

Impella

IABP

PAMI-II:

No Benefit in Mortality or LV Function for IABP

(n=211)

(Stone et al, J ACC29:1459, 1997)

Cardiac Power Output

(n= 20)

(n= 26)

(Fincke

R

et

al.

JACC

2004

Vol

44,

n2:

304-8)

(Henriques

et al. American College of Cardiology, 2007)

Strongest Hemodynamic Correlate of Mortality

Cardiac Power Output

(n=189)