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): August 24, 2017
(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) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2017, Michael J. Tomsicek resigned his position as Vice President, Chief Financial Officer and Treasurer of ABIOMED, Inc. (the “Company”). Effective immediately, Mr. Tomsicek ceased serving as the Company’s principal financial officer and principal accounting officer.
The Company’s current Vice President, Corporate Controller, Ian McLeod, age 52 will serve as the Company’s interim principal financial officer and principal accounting officer. Mr. McLeod has served in his current position at the Company since November 2007. Prior to joining the Company, Mr. McLeod served as the Corporate Controller and other financial reporting roles at Idenix Pharmaceuticals from March 2002 through November 2007. Mr. McLeod is a Certified Public Accountant and worked over 8 years in public accounting. Mr. McLeod has a Bachelor of Arts from the University of Western Ontario and a Master of Business Administration from McMaster University.
There are no arrangements or understandings between Mr. McLeod and any other persons pursuant to which he became the Company’s principal financial officer and principal accounting officer. There is no family relationship between Mr. McLeod and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. McLeod that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The Company is maintaining its fiscal year 2018 revenue guidance of $560 million to $575 million and its fiscal year guidance for GAAP operating margin in the range of 22% to 24%.
Item 8.01 Other Events
On August 28, 2017, the Company issued a press release announcing Mr. Tomsicek’s departure. The Company also announced that Robert L. Bowen, the Company’s previous chief financial officer, will return to the Company as a consultant to support the organization while it conducts an external search for a permanent Chief Financial Officer. The press release relating to the matters described in this Item 8.01 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release, dated August 28, 2017 | |
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/ Stephen C. McEvoy | |
| Stephen C. McEvoy Vice President and General Counsel | ||
Date: August 28, 2017
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release, dated August 28, 2017 | |
Exhibit 99.1
Abiomed Announces Resignation of Chief Financial Officer and Welcomes Back Former
Chief Financial Officer as Consultant
DANVERS, Mass., August 28, 2017 (GLOBAL NEWSWIRE) — Abiomed, Inc. (NASDAQ:ABMD), a leading provider of breakthrough heart support and recovery technologies, announced today that it has accepted the resignation of its Chief Financial Officer, Michael Tomsicek, effective August 24, 2017. After two years, Mr. Tomsicek is leaving the Company to pursue other interests.
While the Company performs its external search to identify a replacement for Mr. Tomsicek, the Company’s former Chief Financial Officer, Robert Bowen, will return from retirement to support the organization as a consultant until a new CFO has been recruited and hired. Mr. Bowen served as the Company’s CFO from December 2008 to July 2015, during a period of substantial growth for the Company and advised the Company in a consulting role for one year following his retirement.
Ian McLeod, Company Vice President and Corporate Controller, will perform the functions of principal financial officer and principal accounting officer on an interim basis until a permanent CFO has been hired. Mr. McLeod has been employed at the Company for the last ten years and has served as an outstanding Corporate Controller during that period.
“We wish Mike Tomsicek all the best as he explores other opportunities and thank him for maintaining high standards of financial compliance and quality,” said Michael R. Minogue, Chairman, President and Chief Executive Officer, Abiomed. “We also welcome back Bob Bowen, who has been instrumental to Abiomed’s success over nearly the last decade.”
ABOUT IMPELLA HEART PUMPS
The Impella 2.5®, Impella CP® and Impella 5.0® are FDA-approved heart pumps used to treat heart attack patients in cardiogenic shock, and have the unique ability to enable native heart recovery, allowing patients to return home with their own heart. The Impella 2.5 and Impella CP devices are also approved to treat certain advanced heart failure patients undergoing elective and urgent percutaneous coronary interventions (PCI) such as stenting or balloon angioplasty, to re-open blocked coronary arteries. Abiomed’s right-side heart pump, the Impella RP® device, is approved to treat certain patients experiencing right heart failure. To learn more about the Impella platform of heart pumps, including their approved indications and important safety and risk information associated with the use of the devices, please visit: www.protectedpci.com.
The ABIOMED logo, ABIOMED, Impella, Impella 2.5, Impella 5.0, Impella LD, Impella CP, Impella RP, and Recovering Hearts. Saving Lives. are registered trademarks of ABIOMED, Inc. in the U.S. and in certain foreign countries.
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.
**For further information please contact:
Ingrid Goldberg Ward
Director, Investor Relations
978-646-1590
igoldberg@abiomed.com
Adrienne Smith
Senior Director, Public Relations and Corporate Communications
978-646-1553
adsmith@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 the potential for future losses, complex manufacturing, high quality requirements, dependence on limited sources of supply, competition, technological change, government regulation, litigation matters, 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.
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