<PAGE>
As filed with the Securities and Exchange Commission on
December 12,1997
Registration No. 333-36657
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
ABIOMED, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
________________________
Delaware 04-2743260
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
33 Cherry Hill Drive, Danvers, Massachusetts 01923
(978) 777-5410
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal
Executive Offices) __________________________
Dr. David M. Lederman
President and Chief Executive Officer
ABIOMED, Inc.
33 Cherry Hill Drive
Danvers, Massachusetts 01923 (978) 777-5410
(Name, Address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
__________________________
Copies to:
Philip J. Flink, Esquire Steven C. Browne,Esquire
Brown, Rudnick, Freed Testa, Hurwitz&Thibeault,LLP
& Gesmer High Street Tower
One Financial Center 125 High Street
Boston, Massachusetts 02111 Boston, Massachusetts 02110
(617) 856-8200 (617) 248-7000
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ABIOMED, Inc. (the "Company") hereby seeks to deregister
a total of 2,470,000 shares (the "Shares") of the
Company's Common Stock, $.01 par value per share, which
were registered in connection with the Company's
Registration Statement on Form S-3, File No. 333-36657
(the "Registration Statement"), which was declared
effective on November 3, 1997. Pursuant to the
Company's Post-Effective Amendment No. 1 to Form S-3,
the Company reduced the size of the offering
contemplated by the Registration Statement and only sold
290,000 shares. As a result, of the 2,760,000 shares
registered in connection with the Registration
Statement, 2,470,000 Shares should be deregistered.
SIGNATURE
Pursuant to the requirements of the Securities Act of
1933, as amended, and Rule 478 promulgated thereunder,
the Registrant has caused this Post-Effective
Amendment No. 2 to the Registration Statement on Form
S-3, File No. 333-36657, to be signed on its behalf by
the undersigned, thereunto duly authorized, in the
Town of Danvers, Commonwealth of Massachusetts, on
December 12, 1997.
ABIOMED, INC.
By: /s/ John F. Thero
John F. Thero
Vice President - Finance
and Treasurer
Chief Financial Officer
Principal Accounting
Officer
