As filed with the Securities and Exchange Commission on September 7, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ABIOMED, INC.
(Exact Name of Registrant as Specified in Its charter)
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Delaware |
04-2743260 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
22 Cherry Hill Drive, Danvers, MA 01923
(Address, Including Zip Code, of Principal Executive Offices)
ABIOMED, Inc. Second Amended & Restated 2015 Omnibus Incentive Plan
(Full Title of the Plan)
Michael R. Minogue
Chairman, President and Chief Executive Officer
ABIOMED, Inc.
22 Cherry Hill Drive
Danvers, Massachusetts 01923
(Name and Address of Agent for Service)
(978) 777-5410
(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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
CALCULATION OF REGISTRATION FEE
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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 |
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Common Stock, $0.01 par value |
1,725,000 |
$397.06 |
$684,928,500.00 |
$85,273.60 |
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(1) |
This Registration Statement covers the registration of 1,725,000 additional shares of Common Stock of ABIOMED, Inc., par value $0.01 per share, authorized for issuance under the ABIOMED, Inc. Second Amended & Restated 2015 Omnibus Incentive Plan. In addition, pursuant to Rule 416(a) 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 transactions. The Registrant previously filed Registration Statements on Form S-8 on August 25, 2016 (File No. 333-213319) and on August 14, 2015 (File No. 333-206395), which registered, respectively, 1,260,000 and 2,000,000 shares of Common Stock of the Registrant for issuance under the Amended & Restated 2015 Omnibus Incentive Plan. |
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(2) |
The offering price for the shares of $397.06 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 (September 5, 2018) within five business days prior to the filing of this Registration Statement. |
ABIOMED, Inc. (the “Registrant”) has prepared this registration statement on Form S-8 (the “Registration Statement”) to register an additional 1,725,000 shares of the Registrant’s common stock, par value $0.01 per share, for issuance under the ABIOMED, Inc. Second 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 and the Registration Statement on Form S-8 (File No. 333-213319) filed with the Securities and Exchange Commission on August 25, 2016 is incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
Item 8. Exhibits.
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Exhibit Number |
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Description |
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4.1 |
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5.1* |
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23.1* |
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Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
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23.2* |
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24.1* |
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Power of Attorney (included on the signature page in Part II). |
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* |
Filed herewith. |
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 7 th day of September, 2018.
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ABIOMED, INC. |
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By: |
/s/ Michael R. Minogue |
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Michael R. Minogue |
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Chairman, President and Chief Executive Officer |
Each person whose signature appears below hereby constitutes and appoints Michael R. Minogue and Todd A. Trapp, and each of them singly, his true and lawful attorney-in-fact and agent, 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.
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Signature |
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Title |
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Date |
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/s/ Michael R. Minogue |
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Chairman, President and Chief Executive Officer (Principal Executive Officer) |
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September 7, 2018 |
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Michael R. Minogue |
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/s/ Todd A. Trapp |
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Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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September 7, 2018 |
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Todd A. Trapp |
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/s/ Dorothy E. Puhy |
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Director |
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September 7, 2018 |
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Dorothy E. Puhy |
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/s/ Jeannine M. Rivet |
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Director |
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September 7, 2018 |
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Jeannine M. Rivet |
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/s/ Eric A. Rose |
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Director |
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September 7, 2018 |
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Eric A. Rose |
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/s/ Martin P. Sutter |
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Director |
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September 7, 2018 |
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Martin P. Sutter |
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/s/ Paul G. Thomas |
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Director |
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September 7, 2018 |
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Paul G. Thomas |
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/s/ Christopher D. Van Gorder |
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Director |
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September 7, 2018 |
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Christopher D. Van Gorder |
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Exhibit 5.1
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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
September 7, 2018
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 1,725,000 shares of Common Stock, $0.01 par value, of the Company (the “ Shares ”). The Shares are issuable under the ABIOMED, Inc. Second Amended & 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
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of ABIOMED, Inc. and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s adoption of Accounting Standards Update No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting), and the effectiveness of ABIOMED, Inc.’s and subsidiaries internal control over financial reporting dated May 24, 2018, appearing in the Annual Report on Form 10-K of ABIOMED, Inc. for the year ended March 31, 2018.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 7, 2018