8-K

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 (Date of earliest event reported): June 10, 2008

INSULET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 001-33462
(Commission File Number) 04-3523891
(IRS Employer
Identification No.)

9 Oak Park Drive
Bedford, Massachusetts 01730
(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 457-5000

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 (see General Instruction A.2. below):

¨ 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))

TABLE OF CONTENTS

	Item 8.01.    Other Events.
	Item 9.01.    Financial Statements and Exhibits.
SIGNATURES
EX-99.1 - Press Release dated June 10, 2008
EX-99.2 - Press Release dated June 10, 2008

Item 8.01.    Other Events.

     On June 10, 2008, the registrant issued a press release announcing it had commenced a private placement offering of $65 million in aggregate principal amount of convertible senior notes due 2013 (the “notes”) and its expectation to grant initial purchasers an option to purchase up to an addition $10 million in aggregate principal amount of notes solely to cover over-allotments, if any. A copy of the press release is filed as Exhibit 99.1 hereto.

     On June 10, 2008, the registrant issued a press release announcing it had priced the private placement offering of $75 million in aggregate principal amount of the notes and had granted initial purchasers an option to purchase up to an addition $10 million in aggregate principal amount of notes solely to cover over-allotments, if any. A copy of the press release is filed as Exhibit 99.2 hereto.

Item 9.01.    Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit No.	Description
99.1	Press Release of Insulet Corporation dated June 10, 2008.
99.2	Press Release of Insulet Corporation dated June 10, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INSULET CORPORATION
June 16, 2008	By:	/s/ Lars Boesgaard
		Lars Boesgaard
		Vice President of Finance

EX-99.1

EXHIBIT 99.1

INSULET CORPORATION ANNOUNCES
PRIVATE OFFERING OF $65 MILLION OF
CONVERTIBLE SENIOR NOTES

BEDFORD, MASS., June 10, 2008 — Insulet Corporation (the “Company”) (NASDAQ: PODD) announced today that it has commenced an offering of $65 million in aggregate principal amount of convertible senior notes due 2013 (the “notes”) through an offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The Company expects to grant the initial purchasers an option to purchase up to an additional $10 million in aggregate principal amount of notes solely to cover over-allotments, if any.

The notes will be convertible under certain circumstances into cash up to their principal amount and shares of the Company’s common stock for the remainder, if any, of the conversion value in excess of such principal amount. The interest rate, conversion rate and other terms of the notes will be determined by negotiations between the Company and initial purchasers of the notes.

The Company will use the net proceeds from the offering to repay and terminate its outstanding term loan and for general corporate purposes.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the notes will be made only by means of a private offering memorandum. The notes and any common stock of the Company issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

Forward-Looking Statement

This press release contains forward-looking statements concerning the Company’s expectations, anticipations, intentions, beliefs or strategies regarding the proposed offering, the over-allotment option and the use of proceeds from the proposed offering. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on it. There can be no assurance that future developments affecting it will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the Company’s dependence on the OmniPod System; the Company’s ability to achieve and maintain market acceptance of the OmniPod System; potential manufacturing

problems, including damage, destruction or loss of any of the Company’s automated assembly units or difficulties in implementing its automated manufacturing strategy; potential problems with sole source or other third-party suppliers on which the Company is dependent; the Company’s ability to obtain favorable reimbursement from third-party payors for the OmniPod System and potential adverse changes in reimbursement rates or policies relating to the OmniPod; potential adverse effects resulting from competition with competitors; technological innovations adversely affecting the Company’s business; potential termination of the Company’s license to incorporate a blood glucose meter into the OmniPod System; the Company’s ability to protect its intellectual property and other proprietary rights; conflicts with the intellectual property of third parties; adverse regulatory or legal actions relating to the OmniPod System; the potential violation of federal or state laws prohibiting “kickbacks” and false and fraudulent claims or adverse affects of challenges to or investigations into the Company’s practices under these laws; product liability lawsuits that may be brought against the Company; unfavorable results of clinical studies relating to the OmniPod System or the products of the Company’s competitors; potential future publication of articles or announcement of positions by physician associations or other organizations that are unfavorable to the Company’s products; the Company’s ability to attract and retain key personnel; the Company’s ability to manage its growth; risks associated with potential future acquisitions; the Company’s ability to successfully maintain effective internal controls; and other risks and uncertainties described in the Company’s annual report on Form 10-K for the year ended December 31, 2007 and in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2008 and its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

Contact:
Stephanie Marks for Insulet Corporation
ir@insulet.com
877-PODD-IR1 (877-763-3471)

EX-99.2

EXHIBIT 99.2

INSULET CORPORATION ANNOUNCES PRICING OF
$75 MILLION OF CONVERTIBLE SENIOR NOTES

BEDFORD, MASS., June 10, 2008 — Insulet Corporation (the “Company”) (NASDAQ: PODD) announced today that it has priced a private offering of $75 million in aggregate principal amount of its convertible senior notes due 2013 (the “notes”) to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The Company has granted the initial purchasers an option to purchase up to an additional $10 million in aggregate principal amount of notes solely to cover over-allotments, if any.

The notes will pay interest semi-annually at a rate of 5.375% per annum and mature on June 15, 2013. The notes will have an initial conversion rate of 46.8467 shares of the Company’s common stock per $1,000 principal amount of the notes, representing an initial conversion price of approximately $21.35 per share of common stock. Subject to customary closing conditions, the Company expects to close the offering on June 16, 2008.

The Company will use the net proceeds from the offering to repay and terminate its outstanding term loan and for general corporate purposes.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the notes will be made only by means of a private offering memorandum. The notes and any common stock of the Company issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

###

This press release contains forward-looking statements concerning the Company’s expectations, anticipations, intentions, beliefs or strategies regarding the offering, the over-allotment option and the use of proceeds from the offering. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on it. There can be no assurance that future developments affecting it will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the Company’s dependence on the OmniPod System; the Company’s ability to achieve and maintain market acceptance of the OmniPod System; potential manufacturing problems, including damage, destruction or loss of any of the Company’s automated assembly units or difficulties in implementing its automated manufacturing strategy; potential problems with sole source or other third-party suppliers on which the Company is dependent; the Company’s ability to obtain favorable

reimbursement from third-party payors for the OmniPod System and potential adverse changes in reimbursement rates or policies relating to the OmniPod; potential adverse effects resulting from competition with competitors; technological innovations adversely affecting the Company’s business; potential termination of the Company’s license to incorporate a blood glucose meter into the OmniPod System; the Company’s ability to protect its intellectual property and other proprietary rights; conflicts with the intellectual property of third parties; adverse regulatory or legal actions relating to the OmniPod System; the potential violation of federal or state laws prohibiting “kickbacks” and false and fraudulent claims or adverse affects of challenges to or investigations into the Company’s practices under these laws; product liability lawsuits that may be brought against the Company; unfavorable results of clinical studies relating to the OmniPod System or the products of the Company’s competitors; potential future publication of articles or announcement of positions by physician associations or other organizations that are unfavorable to the Company’s products; the Company’s ability to attract and retain key personnel; the Company’s ability to manage its growth; risks associated with potential future acquisitions; the Company’s ability to successfully maintain effective internal controls; and other risks and uncertainties described in the Company’s annual report on Form 10-K for the year ended December 31, 2007 and in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2008 and its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

Contact:
Stephanie Marks for Insulet Corporation
ir@insulet.com
877-PODD-IR1 (877-763-3471)