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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1991
UNITED STATES Estimated average burden
SECURITIES AND EXCHANGE COMMISSION hours per response...14.90
Washington, D.C. 20549 --------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ABIOMED, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
003654-10-0
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(CUSIP Number)
David H. Murphree, Esquire
Brown, Rudnick, Freed & Gesmer
1 Financial Center, Boston, MA 02111 (617) 330-9000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 26, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746
Page 1 of 4 pages
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SCHEDULE 13D
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CUSIP NO. 003654-10-0 PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Abiomed Limited Partnership
04-2868735
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(E) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Massachusetts
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SOLE VOTING POWER
7
NUMBER OF
135
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
135
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
135
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
less than 1%
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746
Page 2 of 4 pages
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Item 1. Security and Issuer
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This statement relates to the Common Stock, $0.01 par value per share (the
"Common Stock"), of ABIOMED, Inc., a Delaware corporation (the "Company"), with
principal offices at 33 Cherry Hill Drive, Danvers, Massachusetts 01923.
Item 2. Identity and Background
-----------------------
Abiomed Limited Partnership (the "Partnership") is a Massachusetts limited
partnership, organized to engage in research and development in connection with
certain temporary heart system technology and to exploit such technology, with
principal offices at 33 Cherry Hill Drive, Danvers, Massachusetts 01923.
Abiomed Research and Development, Inc., the general partner (the "General
Partner") of the Partnership, is a Massachusetts corporation formed to engage in
medical research and development, including but not limited to the development,
manufacturing, use and sale of medical products, with principal offices at 33
Cherry Hill Drive, Danvers, Massachusetts 01923.
During the past five years, the General Partner has not been convicted in a
criminal proceeding. Neither has the General Partner been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Fund or Other Consideration
------------------------------------------------
The shares of Common Stock were issued to the Partnership in satisfaction
of the Company's obligation to pay certain unpaid cumulative minimum royalties
to the Partnership under the terms of an Option to Purchase Developed Technology
dated September 27, 1985 (the "Option to Purchase Developed Technology").
Item 4. Purpose of Transaction
----------------------
Substantially all of the shares of Common Stock issued to the Partnership
as described in Item 3 above were distributed by the Partnership pro-rata to its
limited partners (other than the special limited partner which, as a
wholly-owned subsidiary of the Company, waived its right to shares) to be held
or sold by them.
Item 5. Interest in Securities of the Issuer
------------------------------------
Following the distribution described above, the Partnership holds (and has
the sole voting and dispositive powers with respect to) 135 shares of Common
Stock, which represents less than 1% of the outstanding shares of Common Stock
of the Company.
Page 3 of 4 pages
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Item 6. Contracts, Arrangements, Understandings, or Relation-
ships with Respect to Securities of the Issuer
-----------------------------------------------------
The Partnership is not a party to any contract, arrangement, understanding
or relationship with any person relating to any securities of the Company, aside
from the Option to Purchase Developed Technology described in Item 3 above.
Item 7. Material Filed as Exhibits
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None.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 19, 1995 ABIOMED LIMITED PARTNERSHIP
By: Abiomed Research and Develop-
ment, Inc., its General Partner
By: /s/ John F. Thero
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Name: John F. Thero
Title: President
Page 4 of 4 pages
