<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) NOVEMBER 22, 1999
ABIOMED, INC.
-------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-20584 04-2743260
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification Number)
22 CHERRY HILL DRIVE
DANVERS, MASSACHUSETTS 01923
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(978) 777-5410
--------------
(Registrant's telephone number, including area code)
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ABIOMED, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM PAGE
---- ----
<S> <C>
Item 5 Other Events 1
Item 7 Financial Statements, Pro forma Financial
Information and Exhibits 2
Signature 3
Exhibit E-1
</TABLE>
<PAGE>
ITEM 5. OTHER EVENTS.
As previously described, ABIOMED is a defendant in an action filed on
January 20, 1998 by World Heart Corporation and the Ottawa Heart Institute
Research Corporation in the United States District Court for the District of
Delaware. The complaint seeks damages and injunctive relief for alleged breaches
of contract, misappropriation of trade secrets, conversion of trade secrets and
patent infringement by ABIOMED. The plaintiffs' claims and allegations relate to
a transcutaneous energy transmission device that was being developed by the
Ottawa Heart Institute Research Corporation in connection with their left
ventricular assist device under development. Between 1992 and 1995, we evaluated
prototypes of the Ottawa Institute Research Corporation's transcutaneous energy
transmission device for possible use in connection with the AbioCor(TM)
implantable replacement heart and determined that it did not meet our needs. The
plaintiffs allege that we subsequently utilized aspects of their proprietary
technology in developing our own transcutaneous energy transmission device.
We do not believe that we are infringing any intellectual proprietary
rights of the plaintiffs, and have so stated in our answer to the complaint. We
are vigorously defending the case. On October 20, 1999, World Heart Corporation
informed us that they have determined that our transcutaneous energy
transmission device does not infringe the asserted patent.
ON NOVEMBER 22, 1999, THE PLAINTIFFS' FOURTH CAUSE OF ACTION, THE
PATENT INFRINGEMENT CLAIM, WAS DISMISSED WITH PREJUDICE BY STIPULATION OF THE
PARTIES.
The plaintiffs continue to press the remaining claims. ABIOMED
continues to seek the identification from the plaintiffs of any specific trade
secrets that we have allegedly misappropriated. Unless action is taken by the
plaintiffs or by the court to dismiss the remaining claims prior to trial, we
intend to defend ourselves in court. Trial is scheduled to commence in early
2000.
Although we believe the plaintiffs' claims and allegations to be
without merit, it is possible that our defense may not prevail. If we do not
prevail, we might be required to use or develop alternative transcutaneous or
non-transcutaneous technology, to seek a license to use certain technology, or
to modify the design of our transcutaneous energy transmission device. Although
alternative technologies may be used to provide energy to the AbioCor system,
such alternatives, though functional, may lack features of our current design.
As a result, if we do not prevail, our AbioCor development project may be
adversely affected and our business may be harmed.
On May 7, 1999, we filed a motion requesting leave of court to assert a
counterclaim alleging that World Heart Corporation and Ottawa Heart Institute
Research Corporation misappropriated our trade secrets.
The court has not yet acted on that motion.
AbioCor is a trademark of ABIOMED, Inc.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
NUMBER DESCRIPTION
------ -----------
99 Stipulation of Dismissal Pursuant to FRCP 41(a)(1)(ii) of Fourth
Cause of Action (Patent Infringement) pursuant to World Heart
Corporation; Ottawa Heart Institute Research Corporation v. ABIOMED,
Inc.
2
<PAGE>
ABIOMED, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
Date: December 3, 1999 /s/DAVID M. LEDERMAN
-----------------------------------------
David M. Lederman
CEO and President
3
<PAGE>
EXHIBIT 99
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
WORLDHEART CORPORATION, a )
Canadian corporation; OTTAWA HEART )
INSTITUTE RESEARCH CORPORATION, )
a Canadian not-for-profit corporation )
)
Plaintiffs, )
) C.A. No. 98-41 (RRM)
)
v. )
)
ABIOMED, INC., a Delaware corporation )
)
Defendant )
STIPULATION OF DISMISSAL PURSUANT TO FRCP 41(a)(1)(ii) OF FOURTH
CAUSE OF ACTION (PATENT INFRINGEMENT OF U.S. PATENT NO. 5,350,413)
Pursuant to FRCP 41 (a)(1)(ii) plaintiffs dismiss "Fourth Cause of Action
(Patent Infringement of U.S. Patent No. 5,350,413)" with prejudice.
/s/Arthur G. Connolly, Jr.
-------------------------------------
Arthur G. Connolly, Jr.
CONNOLLY BOVE LODGE & HUTZ LLP
1220 Market Street
P.O. Box 2207
Wilmington, DE 19899
ATTORNEYS FOR PLAINTIFFS
Consented to:
/S/FREDERICK L. COTTRELL, III
- --------------------------------
Frederick L. Cottrell, III
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
ATTORNEYS FOR DEFENDANT
FILED Nov 22 12:53 PM '99
Clerk, U.S. District Court
District of Delaware
E-1
