Abiomed, Inc.
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: April 23, 2007
(Date
of
earliest event reported)
ABIOMED,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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04-2743260
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(State
or other Jurisdiction of Incorporation)
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(IRS
Employer Identification Number)
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0-20584
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(Commission
File Number)
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22
Cherry Hill Drive
Danvers,
MA 01923
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(Address
of Principal Executive Offices, including Zip Code)
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(978)
777-5410
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(Registrant's
Telephone Number, including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)
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Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
On
April
23, 2007, we announced the appointment of Dr. David M. Weber as our Chief
Operating Officer, effective immediately. Dr. Weber was appointed to serve
until
the first meeting of the directors following the next annual meeting of
stockholders (or special meeting in lieu thereof), and thereafter until his
successor is elected and qualified.
From
April
2005 until April 2007, Dr. Weber served as General Manager, Aviation Business
at
GE Security - Homeland Protection where he led GE Security’s Aviation and
Transportation Business and was responsible for product development, marketing
and sales. From June 2004 until April 2005, he served as General Manager, MR
Marketing at General Electric Healthcare where he was responsible for strategic
product planning, go-to-market and product launch activities including
developing product roadmaps and introducing new product technologies to the
market, and from March 2001 until April 2005, he served as Manager, Global
High
Field MR Business, General Electric Medical Systems where he was responsible
for
new product planning and development. Dr. Weber is 46 years old.
Dr.
Webber’s starting salary will be $250,000 per year. He received a $12,000
signing bonus. In addition, Dr. Webber will be eligible for an annual bonus
with
a target pay-out of $100,000. The bonus will be based on personal and company
objectives that will be established during the first 30 days of Dr. Weber’s
employment. Because information regarding Dr. Weber’s bonus has not been
determined as of the date hereof, we will file an amendment to this Form 8-K
within four business days after the information becomes available.
Dr.
Weber
has been granted a stock option to purchase 130,000 shares of our common stock,
vesting annually over four years. The stock
option has
an
exercise price equal to the closing price of our common stock on the date of
grant, April 23, 2007. Dr.
Weber
has executed our standard employment, nondisclosure and noncompetition
agreement, which contain customary provisions relating to the handling of
proprietary information and assignment of inventions, as well as restrictions
on
competition and solicitation during the period of employment and for two years
post-termination. In addition, the agreement provides that we may terminate
Dr.
Weber’s employment with or without cause, but in the case of a termination
without cause more than six months after the date employment begins, we are
required to provide 28-days’ prior notice.
Dr.
Weber
will also be entitled to participate in our other employee benefit plans,
including medical, dental, life, long and short-term disability insurance plans
and our 401(k) plan, on the same terms as other employees.
Item
7.01 Regulation
FD Disclosure.
A
copy of
the press release we issued announcing Dr. Weber’s appointment is set forth as
Exhibit 99.1 and is incorporated by reference herein. The information contained
in this Item 7.01 and Item 9.01 below shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
the
liabilities of that Section, nor shall it be deemed incorporated by reference
in
any filing under the Securities Act of 1933 or the Securities Act of 1934,
whether made before or after the date hereof and regardless of any general
incorporation language in such filing, except as expressly set forth by specific
reference in such filing.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Number
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Title
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99.1
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Press
Release dated April 23, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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ABIOMED,
Inc. |
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By: |
/s/ Daniel
J. Sutherby |
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Daniel
J. Sutherby |
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Chief
Financial Officer |
EXHIBIT
INDEX
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Number
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Title
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99.1
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Press
Release dated April 23,
2007.
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