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 (Date of earliest event reported): November 16, 2012

(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)

001-09585

(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 7.01 Regulation FD Disclosure.

On November 16, 2012, we issued a press release announcing that our Company and certain of our executives have been named as defendants in a purported class action complaint. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press release dated November 16, 2012.

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: November 19, 2012

Exhibit Index

Exhibit Number	Description
99.1	Press release dated November 16, 2012.

EX-99.1

Exhibit 99.1

ABIOMED BELIEVES CLASS ACTION LAWSUIT IS WITHOUT MERIT AND INTENDS TO DEFEND VIGOROUSLY

DANVERS, Mass. — November 16, 2012 — Abiomed, Inc. (NASDAQ: ABMD), a leading provider of breakthrough heart support technologies, today announced that a purported class action complaint was filed on November 16, 2012 in the United States District Court for the District of Massachusetts by Karse Simon and Arlene Simon, on behalf of themselves and persons or entities that purchased or acquired Abiomed’s securities between August 5, 2011 and October 31, 2012, against Abiomed, Michael R. Minogue, Abiomed’s Chairman, President and Chief Executive Officer and Robert L. Bowen, Abiomed’s Chief Financial Officer.

The complaint claims that Abiomed and Messrs. Minogue and Bowen violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder in connection with alleged disclosures related to the Food and Drug Administration and the marketing and labeling of Abiomed’s Impella 2.5 product. The plaintiffs seek a jury trial.

Abiomed has reviewed the complaint and believes that the allegations are without merit. Abiomed plans to vigorously defend itself against the allegations. Abiomed’s policy is not to discuss pending litigation.

ABOUT ABIOMED

Based in Danvers, Massachusetts, Abiomed, Inc., is a leading provider of medical devices that provide circulatory support. Our products are designed to enable the heart to rest 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 the Company’s intent to purchase shares of common stock and the Company’s future outlook. 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 most recently filed Annual Report on Form 10-K and 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:

Susie Lisa, CFA

Senior Director, Investor Relations and Corporate Development

978-646-1590

slisa@abiomed.com

Aimee Genzler

Corporate Communications Manager

978-646-1553

ir@abiomed.com