8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report: May 19, 2010

(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)

We hereby amend our current report on Form 8-K filed on May 19, 2010, which furnished a copy of our press release dated May 19, 2010, reporting our unaudited financial results for our fourth quarter and fiscal ended March 31, 2010.

Item 2.02 Results of Operations and Financial Condition.

On May 19, 2010, we issued a press release reporting our unaudited financial results for our fourth quarter and fiscal year ended March 31, 2010. We have subsequently revised the results that we reported for these periods. A revised fourth quarter and full year fiscal 2010 Condensed Consolidated Balance Sheet (unaudited) at March 31, 2010 and revised Condensed Consolidated Statement of Operations (unaudited) are attached as Exhibit 99.1 and incorporated herein by reference.

The revisions made to the unaudited financial statements were primarily due to a conclusion by us that we had not met the requirements, as of March 31, 2010, to record a charge relating to the exit of our building lease in Athlone, Ireland. As a result, we have adjusted our previously reported unaudited results for our fourth quarter and fiscal year ended March 31, 2010 to reduce our operating expenses by $0.8 million.

We believe the requirements to record the estimated costs to exit our building lease in Athlone, Ireland will be met in fiscal year 2011 and would expect to record the estimated costs of the exit in the quarter in which the requirements have been met.

Revised GAAP (generally accepted accounting principles) basic and diluted net earnings for the fourth quarter of fiscal 2010 was $1.0 million, or $0.03 per share, compared to a basic and diluted GAAP net loss of $8.5 million, or $0.23 per share for the fourth quarter of fiscal 2009. The full year fiscal 2010 GAAP net loss was $19.0 million, or $0.52 per share, compared to a GAAP net loss of $31.6 million, or $0.91 per share in fiscal 2009. The non-GAAP net loss for the fourth quarter and fiscal year ended March 31, 2010 previously reported on May 19, 2010 did not change with these revisions.

The financial statements and financial information contained in this current report supersede those contained in the press release. Accordingly, to the extent that they contain different information, you should not rely on the financial information and financial statements contained in the press release. 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	Unaudited financial information.

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: June 4, 2010

EXHIBIT INDEX

Exhibit	Description
99.1	Unaudited financial information.

EX-99.1

Exhibit 99.1

Abiomed, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)

	March 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	4,788		$	1,785
Short-term marketable securities		53,477			55,394
Accounts receivable, net		13,516			15,724
Inventories		9,211			14,777
Prepaid expenses and other current assets		1,676			809
Total current assets		82,668			88,489
Property and equipment, net		6,753			7,792
Intangible assets, net		2,979			4,359
Goodwill		37,170			31,295
Long-term marketable securities		—			3,721
Other assets		—			302
Total assets	$	129,570		$	135,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,764		$	5,550
Accrued expenses		13,011			10,818
Deferred revenue		1,289			1,211
Total current liabilities		18,064			17,579
Long-term deferred tax liability		3,040			2,086
Other long-term liabilities		510			310
Total liabilities		21,614			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		375			367
Authorized - 100,000,000 shares; Issued - 37,484,018 shares at March 31, 2010 and 36,736,843 shares at March 31, 2009; Outstanding - 37,433,064 shares at March 31, 2010 and 36,685,889 shares at March 31, 2009
Additional paid-in-capital		372,425			362,097
Accumulated deficit		(263,015	)		(243,991	)
Treasury stock at cost - 50,954 at March 31, 2010 and March 31, 2009		(827	)		(827	)
Accumulated other comprehensive loss		(1,002	)		(1,663	)
Total stockholders’ equity		107,956			115,983
Total liabilities and stockholders’ equity	$	129,570		$	135,958

Abiomed, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except share data)

	Three Months Ended March  31,						Twelve Months Ended March  31,
	2010			2009			2010			2009
Revenue:
Products	$	22,828		$	19,384		$	84,765		$	72,512
Funded research and development		151			199			948			698
Total Revenue		22,979			19,583			85,713			73,210
Costs and expenses:
Cost of product revenue		6,239			5,498			22,529			20,437
Research and development		6,788			7,131			25,954			25,328
Selling, general and administrative		14,864			14,718			60,837			55,357
Amortization of intangible assets		362			407			1,469			1,606
		28,253			27,754			110,789			102,728
Loss from operations		(5,274	)		(8,171	)		(25,076	)		(29,518	)
Other income (expense):
Investment income (expense), net		1			104			373			(1,404	)
Gain on sale of WorldHeart stock		6,389			—			6,389			313
Other expense, net		102			(235	)		(39	)		(236	)
		6,492			(131	)		6,723			(1,327	)
Loss before provision for income taxes		1,218			(8,302	)		(18,353	)		(30,845	)
Provision for income taxes		243			152			671			752
Net loss	$	975		$	(8,454	)	$	(19,024	)	$	(31,597	)
Basic and diluted net loss per share	$	0.03		$	(0.23	)	$	(0.52	)	$	(0.91	)