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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
ABIOMED, INC.
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 04-2743260
(State of Incorporation) (I.R.S. Employer
Identification No.)
33 Cherry Hill Drive, Danvers, Massachusetts 01923
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of
a class of debt securities and is effective
upon filing pursuant to General
Instruction A(c)(1) please check the
following box. o
If this Form relates to the registration of
a class of debt securities and is to
become effective simultaneously with
the effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. o
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On August 13, 1997, the Board of Directors of ABIOMED, Inc.
(the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common
stock, par value $0.01 per share (the "Common Shares") on August
28, 1997 (the "Record Date") to the stockholders of record on that
date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the
"Preferred Shares"), of the Company, at a price of $90.00 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the
Company and BankBoston, N.A., as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the outstanding Common Shares, or (ii) 10
business days (or such later date as may be determined by action of
the Board of Directors prior to such time as any Person becomes an
Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 15% or more of such outstanding Common
Shares (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by
such Common Share certificate with a copy of the Summary of
Rights attached thereto.
The Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record
Date or upon transfer or new issuance of Common Shares will
contain a notation incorporating the Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date, even without such
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notation or a copy of the Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the Close of Business
on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 13, 2007 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed by the Company, in each case, as
described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends
payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one one-
thousandths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of
the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a quarterly
dividend payment of 1000 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preferred
Shares will be entitled to an aggregate payment of 1000 times the
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aggregate payment made per Common Share. Each Preferred Share
will have 1000 votes, voting together with the Common Shares. In
the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled
to receive 1000 times the amount received per Common Share.
These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-thousandth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person and its
Affiliates and Associates (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise
price of the Right. In the event that, at any time after a Person
becomes an Acquiring Person, the Company is acquired in a merger
or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision will
be made so that each holder of a Right will thereafter have the right
to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
If the Company does not have sufficient Common Shares to satisfy
such obligation to issue Common Shares, or if the Board of
Directors so elects, the Company shall deliver upon payment of the
exercise price of a Right an amount of cash or securities equivalent
in value to the Common Shares issuable upon exercise of a Right;
provided that, if the Company fails to meet such obligation within
30 days following the later of (x) the first occurrence of an event
triggering the right to purchase Common Shares and (y) the date on
which the Company's right to redeem the Rights expires, the
Company must deliver, upon exercise of a Right but without
requiring payment of the exercise price then in effect, Common
Shares (to the extent available) and cash equal in value to the
difference between the value of the Common Shares otherwise
issuable upon the exercise of a Right and the exercise price then in
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effect. The Board of Directors may extend the 30-day period
described above for up to an additional 60 days to permit the taking
of action that may be necessary to authorize sufficient additional
Common Shares to permit the issuance of Common Shares upon the
exercise in full of the Rights.
At any time after any Person becomes an Acquiring Person and
prior to the acquisition by any person or group of a majority of the
outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or
group which have become void), in whole or in part, at an exchange
ratio of one Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional Preferred
Shares will be issued (other than fractions which are integral
multiples of one one-thousandth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary receipts)
and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to
the date of exercise.
At any time prior to the time any Person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $0.001 per Right (the
"Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, except that from and after such time as any person becomes
an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights (other than the Acquiring
Person and its Affiliates and Associates).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
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The Agreement is attached hereto as an exhibit and is
incorporated herein by reference. This summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Agreement.
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Item 2. Exhibits.
1. Rights Agreement between the Registrant and
BankBoston, N.A., as Rights Agent, dated as of August
13, 1997 (including Form of Right Certificate attached as
Exhibit B) (incorporated by reference to Exhibit No. 4 to
the Registrant's Current Report on Form 8-K, dated
August 13, 1997, filed with respect to the Preferred Share
Purchase Rights).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 13, 1997 ABIOMED, INC.
By: /s/ David M. Lederman
David M. Lederman
President and Chief Executive Officer
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