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).
|
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).
|
Exhibit 5.1
|
|
|
|
|
|
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM
|
August 25, 2016
Abiomed, Inc.
22 Cherry Hill Drive
Danvers, Massachusetts 01923
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the registration statement on Form
S-8
(the
“
Registration Statement
”), filed by Abiomed, Inc., a Delaware corporation (the “
Company
”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
“
Securities Act
”), for the registration of 1,260,000 shares of Common Stock, $0.01 par value, of the Company (the “
Shares
”). The Shares are issuable under the Company’s Amended and Restated 2015 Omnibus
Incentive Plan (the “
Plan
”).
We are familiar with the actions taken by the Company in connection with the adoption of
the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such
investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued
and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to
the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations thereunder.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP