As filed with the Securities and Exchange Commission on August 25, 2016

REGISTRATION NO. 333 -                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

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   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

22 Cherry Hill Drive, Danvers, MA 01923

(Address, Including Zip Code, of Principal Executive Offices)

ABIOMED, Inc. Amended & Restated 2015 Omnibus Incentive Plan

(Full Title of the Plan)

Michael R. Minogue

Chief Executive Officer and President

ABIOMED, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts 01923

(978) 777-5410

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

with copies to:

Paul M. Kinsella

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

 

Amount

to be

Registered(1)

 

Proposed

maximum

offering price

per share(2)

 

Proposed

Maximum

Aggregate

offering price

 

Amount of

registration fee

Common Stock, $0.01 par value

  1,260,000   $119.48   $150,547,950.00   $15,160.18

 

 

(1) This Registration Statement covers the registration of 1,260,000 additional shares Common Stock of ABIOMED, Inc., par value $0.01 per share, authorized for issuance under the ABIOMED, Inc. Amended & Restated 2015 Omnibus Incentive Plan (the “2015 Plan”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of ABIOMED, Inc. Common Stock, par value $0.01 per share, that may become issuable pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends or similar events. The Registrant previously filed a Registration Statement on Form S-8 on August 14, 2015 (File No. 333-206395), which registered 2,000,000 shares of Common Stock of the Registrant for issuance under the 2015 Plan.
(2) The offering price for the shares of $ 119.48 per share has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) of the Securities Act on the basis of the average high and low prices of ABIOMED, Inc. Common Stock reported on the NASDAQ Global Select Market as of a date (August 24, 2016) within five business days prior to the filing of this Registration Statement.

 

 

 

EXPLANTORY NOTE

ABIOMED, Inc. (the “Registrant”) has prepared this registration statement on Form S-8 (the “Registration Statement”) to register an additional 1,260,000 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), for issuance under the ABIOMED, Inc. Amended & Restated 2015 Omnibus Incentive Plan. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to such instruction, the contents of the Registration Statement on Form S-8 (File No. 333-206395) filed with the Securities and Exchange Commission on August 14, 2015 are incorporated herein by reference.

Item 8. Exhibits.

 

Exhibit

Number

   Description
  4.1    ABIOMED, Inc. Amended & Restated 2015 Omnibus Incentive Plan, (previously filed as Appendix A to the definitive proxy statement on Schedule 14A (File No. 001-09585) on June 30, 2016 and incorporated herein by reference).
  5.1*    Opinion of Ropes & Gray LLP.
23.1*    Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.2*    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24.1*    Power of Attorney (included on the signature page in Part II).

 

* Filed herewith

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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Danvers, Commonwealth of Massachusetts, on the 25 th day of August, 2016.

 

ABIOMED, INC.
By:  

  /s/ Michael R. Minogue

  Michael R. Minogue
  President, Chief Executive Officer and Chairman

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Michael R. Minogue and Michael J. Tomsicek, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of ABIOMED, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title    Date

/s/ Michael R. Minogue

Michael R. Minogue

   President, Chief Executive Officer and Chairman (Principal Executive Officer)    August 25, 2016

/s/ Michael J. Tomsicek

Michael J. Tomsicek

  

Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

   August 25, 2016

/s/ Dorothy E. Puhy

Dorothy E. Puhy

   Director    August 25, 2016

/s/ Jeannine M. Rivet

Jeannine M. Rivet

   Director    August 25, 2016

/s/ Eric A. Rose

Eric A. Rose

   Director    August 25, 2016

/s/ Martin P. Sutter

Martin P. Sutter

   Director    August 25, 2016

/s/ Henri A. Termeer

Henri A. Termeer

   Director    August 25, 2016

/s/ Paul Thomas

Paul Thomas

   Director    August 25, 2016

/s/ Christopher D. Van Gorder

Christopher D. Van Gorder

   Director    August 25, 2016

INDEX OF EXHIBITS

 

Exhibit

Number

   Description
  4.1    ABIOMED, Inc. Amended & Restated 2015 Omnibus Incentive Plan (previously filed as Appendix A to the definitive proxy statement on Schedule 14A (File No. 001-09585) on June 30, 2016 and incorporated herein by reference).
  5.1*    Opinion of Ropes & Gray LLP.
23.1*    Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.2*    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24.1*    Power of Attorney (included on the signature page in Part II).

 

* Filed herewith
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