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 6, 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) 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 2.02 Results of Operations and Financial Condition.

On August 6, 2009 we issued a press release reporting our financial results for our first quarter ended June 30, 2009. A copy of the press release is set forth as exhibit 99.1 and is incorporated herein by reference. The information contained in 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.

Exhibit	Description
99.1	Press release dated August 6, 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 Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)

Date: August 6, 2009

Exhibit Index

Exhibit Number	Description
99.1	Press release dated August 6, 2009.

EX-99.1

Exhibit 99.1

ABIOMED ANNOUNCES FISCAL FIRST QUARTER REVENUE OF $19.9 MILLION AND

RECORD IMPELLA^® REVENUE UP 107% TO $12 MILLION

- 341 U.S. Patients Treated With Impella During First Quarter of Fiscal 2010, Up 31% Sequentially, With Over 850 U.S. Patients Treated Since 510(k) clearance

DANVERS, Mass. — August 6, 2009 – Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today announced first quarter of fiscal 2010 revenue of $19.9 million, up 21% compared to revenue of $16.4 million for the first quarter of fiscal 2009.

Recent financial and operating highlights during the first quarter of fiscal 2010 include:

• Approximately 341 U.S. patients were treated with Impella^® 2.5, 5.0 or LD under the 510(k) clearance, up 31% sequentially from approximately 261 patients treated in the fourth quarter of fiscal 2009.

• Existing customer reorders of Impella 2.5 commercial disposables grew 31% sequentially and represented 68% of total Impella 2.5 commercial revenue, compared to 54% in the prior sequential quarter.

• Worldwide Impella revenue was $12.0 million, up 107% compared to revenue of $5.8 million for the first quarter of fiscal 2009. Impella U.S. revenue totaled $11.0 million, up 144% compared to revenue of $4.5 million in the first quarter of fiscal 2009 (Impella 2.5 510(k) clearance received June 2, 2008) and up 11% sequentially compared to revenue of $9.9 million for the fourth quarter of fiscal 2009.

• An additional 47 U.S. hospitals purchased Impella 2.5 for general use during the quarter, bringing the total to 276 general use customers or 16% of the potential 1,700 U.S. hospitals with catheterization labs (cath labs).

• Approximately 100 hospitals are participating in the Protect II study and 39 patients were enrolled during the quarter, for a total of 262 patients completed in the Protect II study, or 40% of the 654 patients required.

• Legacy revenue, which consists of non-Impella revenue, was $7.9 million, $2.7 million or 25% lower than the first quarter of fiscal 2009, and $0.5 million or 6% lower than the fourth quarter of fiscal 2009.

• Gross margin for the quarter was 75%, up nine points, compared to 66% in the first quarter of fiscal 2009 largely due to fewer no charge console placements and higher Impella disposable revenues.

• The GAAP net loss was $7.8 million, or a loss of $0.21 per share, compared to a GAAP net loss of $9.1 million, or a loss of $0.28 per share for the first quarter of fiscal 2009.

• The non-GAAP net loss, after excluding stock-based compensation expense of $1.7 million and intangibles amortization expense of $0.4 million, was $5.7 million, or a loss of $0.16 per share, compared to the non-GAAP net loss of $7.0 million, or a loss of $0.21 per share, for the first quarter of fiscal 2009, after excluding stock-based compensation expense of $1.7 million and intangibles amortization expense of $0.4 million.

• Cash, cash equivalents plus short and long-term marketable securities totaled $54.5 million compared to $60.9 million at March 31, 2009. Cash used during the quarter included a payment of $1.8 million, triggered by the 510(k) clearance of Impella 5.0, related to the cash portion of the final milestone payment in connection with the Company’s acquisition of Impella.

• On June 24, 2009, Abiomed announced the successful implant of its AbioCor^® Total Replacement Heart, performed at Robert Wood Johnson University Hospital. This was the first AbioCor implant since the completion of clinical trials and Humanitarian Device Exemption (HDE) approval from the U.S. Food and Drug Administration (FDA) on September 5, 2006.

“During the first quarter of fiscal 2010, we continued to advance the Protect II study, while also focusing on enhancing the product portfolio and ramping up commercial training for our customers and employees,” said Michael R. Minogue, Chairman, President and Chief Executive Officer of Abiomed. “In addition, we reinvigorated our surgery business by successfully executing on our first Impella 5.0 patient, first AB Portable Driver home discharge patient, and first commercial AbioCor patient.”

Abiomed today re-affirmed its previously issued full-year fiscal 2010 revenue guidance in the range of $86 million to $91 million.

The Company will host a conference call on Thursday, August 6, 2009 at 8 a.m. ET to discuss its first quarter of fiscal 2010 results. 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 866.804.6925; the international number is 857.350.1671. The access participant code is 29344115. A replay of this conference call will be available beginning at 11 a.m. ET on August 6, 2009 through 11:59 p.m. ET on August 20, 2009. The replay phone number is 888.286.8010; the international number is 617.801.6888. The replay access code is 69351319.

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 earnings announcement also contains non-GAAP financial measures of net loss and net loss per share, in each case excluding, where appropriate, stock-based compensation and intangibles amortization. We believe that the inclusion of these non-GAAP financial measures in this earnings announcement 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 based compensation expenses. The non-GAAP financial measures included in this earnings announcement 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 earnings announcement 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, regulatory approvals, 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. 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

(in thousands, except share data)

	June 30, 2009			March 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,971		$	1,785
Short-term marketable securities		50,417			55,394
Accounts receivable, net		14,476			15,724
Inventories		14,724			14,777
Prepaid expenses and other current assets		983			809
Total current assets		82,571			88,489
Property and equipment, net		7,679			7,792
Intangible assets, net		4,222			4,359
Goodwill		38,808			31,295
Long-term marketable securities		2,080			3,721
Other assets		302			302
Total assets	$	135,662		$	135,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,916		$	5,550
Accrued expenses		10,112			10,818
Deferred revenue		1,206			1,211
Total current liabilities		16,234			17,579
Long-term deferred tax liability		2,312			2,086
Other long-term liabilities		361			310
Total liabilities		18,907			19,975
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		374			367
Authorized - 100,000,000 shares; Issued - 37,402,683 shares at June 30, 2009 and 36,736,843 shares at March 31, 2009;
Outstanding - 37,351,729 shares at June 30, 2009 and 36,685,889 shares at March 31, 2009
Additional paid-in-capital		367,711			362,097
Accumulated deficit		(251,751	)		(243,991	)
Treasury stock at cost - 50,954 at June 30, 2009 and March 31, 2009		(827	)		(827	)
Accumulated other comprehensive income (loss)		1,248			(1,663	)
Total stockholders’ equity		116,755			115,983
Total liabilities and stockholders’ equity	$	135,662		$	135,958

Abiomed, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except share data)

	Three Months Ended June 30,
	2009			2008
Revenue:
Products	$	19,588		$	16,270
Funded research and development		325			87
		19,913			16,357
Costs and expenses:
Cost of product revenue excluding amortization of intangibles		5,072			5,627
Research and development		5,983			6,144
Selling, general and administrative		15,967			13,514
Amortization of intangible assets		354			426
		27,376			25,711
Loss from operations		(7,463	)		(9,354	)
Other income:
Investment income, net		44			244
Other (expense) income, net		(115	)		141
		(71	)		385
Loss before provision for income taxes		(7,534	)		(8,969	)
Provision for income taxes		226			145
Net loss	$	(7,760	)	$	(9,114	)
Basic and diluted net loss per share	$	(0.21	)	$	(0.28	)
Weighted average shares outstanding		36,549			32,845