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As filed with the Securities and Exchange Commission on October 26, 1995
Registration 33-89740
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 3
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ABIOMED, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
04-2743260
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(I.R.S. Employer Identification No.)
33 Cherry Hill Drive
Danvers, Massachusetts 01923
(508) 777-5410
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(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
John F. Thero
33 Cherry Hill Drive
Danvers, Massachusetts 01923
(508) 777-5410
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(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Donald E. Paulson, Esquire
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
_________________
Approximate date of commencement of proposed
sales to the public: At any time after the
Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delay or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with the dividend
or interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _____
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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PART II
The Registrant hereby seeks to deregister a total of 451,427 shares of
Common Stock, $0.01 par value per share (the "Shares") covered by this
Registration Statement. The Shares sought to be deregistered were not sold by
Abiomed Limited Partnership but were instead distributed by it to its limited
partners on May 26, 1995 (with the exeception of 135 shares which have been
retained by the Partnership and which the Partnership has a present intent to
hold for investment). Such distribution was pro rata to the partners in
proportion to their partnership interest, except that the general partner and
special limited partner, as wholly-owned subsidiaries of the Registrant, waived
their right to receive any Shares of Registrant stock.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
the Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Danvers, Commonwealth of
Massachusetts, on the 26th day of October, 1995.
ABIOMED, Inc.
/s/ David M. Lederman
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David M. Lederman, Chairman of the Board,
President, Director and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chairman of the Board, President, October 26, 1995
/s/David M. Lederman Director and Principal Executive
- --------------------------- Officer
David M. Lederman
Vice President Finance and October 26, 1995
/s/John F. Thero Administration (Principal Financial
- --------------------------- and Accounting Officer)
John F. Thero
Director October 26, 1995
*
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W. Gerald Austen
Director October 26, 1995
*
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Paul Fireman
Director October 26, 1995
*
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John F. O'Brien
Director October 26, 1995
*
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Henri A. Termeer
*By:/s/ John F. Thero
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John F. Thero, as
attorney-in-fact
</TABLE>
