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: December 11, 2007
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(Date of earliest event reported)
ABIOMED, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-2743260
(State or other Jurisdiction (IRS Employer
of Incorporation) Identification Number)
0-20584
(Commission File Number)
22 Cherry Hill Drive
Danvers, MA 01923
(Address of Principal Executive Offices, including Zip Code)
(978) 646-1400
(Registrant's Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
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Item 1.01 Entry into a Material Definitive Agreement.
On December 11, 2007, we entered into a note purchase agreement with World Heart
Corporation and its wholly-owned subsidiary World Heart, Inc. Pursuant to the
note purchase agreement, we were issued a secured convertible promissory note in
the principal amount of up to $5 million, to be funded in two tranches, $1
million of which we funded immediately and $4 million of which is scheduled to
be funded on or about January 3, 2008, subject to certain limited conditions.
The note is secured by all of the assets of World Heart, including its
intellectual property, and contains certain covenants and customary events of
default, the occurrence of which could result in an acceleration of the note.
The note is convertible, at our option, into common shares of World Heart, in
whole or in part, at approximately $1.75 per share, subject to anti-dilution
adjustments in the event that World Heart issues securities at a lower effective
price, at any time. However, until and unless approval of World Heart's
shareholders for the purposes of compliance with the shareholder approval rules
of the NASDAQ Stock Market has been received, any conversion of the note
(including any accrued interest), together with any exercise of the warrant
described below, is limited such that we will not hold more than 19.9% of World
Heart's common shares outstanding as of December 11, 2007. The note will accrue
interest at 8% per annum, which is payable upon payment or conversion of the
note, and the interest may also be converted into common shares at the then
market value, at our option. After the second anniversary of the issuance, the
note is payable upon our demand, and, subject to fulfillment of certain
conditions, is also payable at World Heart's option.
On December 11, 2007, we also entered into a clinical and marketing support
services agreement, pursuant to which we agreed to provide certain clinical
support and marketing services in connection with World Heart's products in
development. As partial consideration for these clinical and marketing services,
World Heart also issued to us a 5-year warrant to purchase up to 3,400,000
common shares of World Heart, exercisable at $0.01 per share. The warrant is
exercisable with respect to only 680,000 common shares until the second tranche
of the note is funded, and until and unless approval of World Heart's
shareholders has been received, the exercise of the warrant, together with any
conversion of the note, is limited to 19.9% of World Heart's common shares
outstanding as of December 11, 2007.
As part of the purchase agreement, World Heart also granted us a right of first
refusal to act as an exclusive worldwide distributor for any World Heart product
not currently sold by World Heart and a right to designate one nominee to World
Heart's board of directors or have an observer present at World Heart's board
meetings. Pursuant to the terms of the related registration rights agreement,
World Heart also agreed to register for re-sale the common shares underlying the
note and the warrant and to file such registration statement with the Securities
and Exchange Commission within 120 days after December 11, 2007.
We have entered into voting agreements with World Heart's two largest
shareholders pursuant to which they have agreed to vote in favor of the approval
of the issuance of the note and the warrant at any shareholder meeting called to
solicit the approval of the transaction.
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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.
Abiomed, Inc.
By: /s/ Daniel J. Sutherby
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Daniel J. Sutherby
Chief Financial Officer
Date: December 17, 2007