<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For fiscal year ended March 31, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to ____________.
Commission File Number : 0-20584_
ABIOMED, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
04-2743260
(State or Other Jurisdiction of
Incorporation or
Organization)
(I.R.S. Employer
Identification No.)
33 Cherry Hill Drive, Danvers,
Massachusetts
01923
(Address of Principal Executive
Offices)
(Zip Code)
(978) 777-5410
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
on Which Registered
None
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Rule 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to the Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock, $.01
par value, held by non-affiliates of the registrant as of June 24, 1998
was $118,037,425 based on the closing price of $13.75 on that date on
the Nasdaq Stock Market's National Market. As of June 24, 1998,
8,584,540 shares of the registrant's Common Stock, $.01 par value,
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement involving the election
of directors, which is expected to be filed within 120 days after the
end of the registrant's fiscal year, are incorporated by reference in
Part III (Items 10, 11 and 12) of this Report.
PART III, ITEM 13, CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS is amended as follows:
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
In July 1997, the Company sold a total of 1,242,710 shares of
Common Stock to Genzyme and certain of the Company's directors for a
purchase price of $13.00 per share, for a total purchase price of $16.2
million. The Chief Executive Officer of Genzyme, Henri A. Termeer, is
a director of the Company. Of the shares sold, 1,153,846 shares were
sold to Genzyme, 23,480 shares were sold to Paul Fireman, 7,692
shares were sold to Desmond H. O'Connell, Jr. and 57,692 shares were
sold to John F. O'Brien. In addition, simultaneously with this
transaction, David M. Lederman, the President and Chief Executive
Officer of the Company sold 153,846 shares of Common Stock to Paul
Fireman, a director of the Company. In connection with these
transactions, the Company granted Genzyme certain registration rights
with respect to the shares of Common Stock purchased by Genzyme.
Commencing in July 1998, Genzyme may on up to three occasions
require the Company to register not less than 25% of Genzyme's shares
of Common Stock. Genzyme has also been granted certain piggyback
registration rights to participate in underwritten public offerings by
the Company, subject to certain limitations, commencing in July 1998.
In addition, the other purchasers received similar piggyback
registration rights commencing in July 1998, with respect to the
242,710 shares of Common Stock purchased by them. In connection
with its purchase of the Common Stock, Genzyme agreed, subject to
certain limited exceptions, not to acquire additional voting securities
of the Company for a period of five years following the consummation
of the transaction without the consent of the Company, and, during that
five year period, to vote its shares in the same proportion as votes cast
by other stockholders of the Company or, in Genzyme's discretion, in
accordance with the recommendations of the Company's Board of
Directors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
Amendment to Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
ABIOMED, Inc.
Dated: October 20, 1998 By: /s/ John F. Thero
John F. Thero
Vice President Finance
and Treasurer
Chief Financial Officer
Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Form 10-K/A is an amendment to the Company's Form 10-K and is incorporated
by reference into the Company's Form 10-K.
</LEGEND>
<RESTATED>
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