-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gc2ZUjMp0u3VMmzgdijMcL+qCB7kkP9QaHJjt+GOrAUY7zkQX8AcCntKtv9fvyeh 0ufE+tWSULZuytr+V4ZoKg== 0000898430-95-002064.txt : 19951027 0000898430-95-002064.hdr.sgml : 19951027 ACCESSION NUMBER: 0000898430-95-002064 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951026 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABIOMED INC CENTRAL INDEX KEY: 0000815094 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 042743260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-89740 FILM NUMBER: 95584578 BUSINESS ADDRESS: STREET 1: 33 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 5087775410 MAIL ADDRESS: STREET 1: 33 CHERRY HILL DRIVE CITY: DANVERS STATE: MA ZIP: 01923 S-3/A 1 AMENDMENT NO. 3 TO FORM S-3 As filed with the Securities and Exchange Commission on October 26, 1995 Registration 33-89740 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 3 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABIOMED, Inc. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware ----------------------------------- (State or other jurisdiction of incorporation or organization) 04-2743260 ---------------------- (I.R.S. Employer Identification No.) 33 Cherry Hill Drive Danvers, Massachusetts 01923 (508) 777-5410 ------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) John F. Thero 33 Cherry Hill Drive Danvers, Massachusetts 01923 (508) 777-5410 ------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) It is respectfully requested that the Commission send copies of all notices, orders and communications to: Donald E. Paulson, Esquire Brown, Rudnick, Freed & Gesmer One Financial Center Boston, Massachusetts 02111 _________________ Approximate date of commencement of proposed sales to the public: At any time after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delay or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with the dividend or interest reinvestment plans, check the following box. [ X ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] _____ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] _____ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] PART II The Registrant hereby seeks to deregister a total of 451,427 shares of Common Stock, $0.01 par value per share (the "Shares") covered by this Registration Statement. The Shares sought to be deregistered were not sold by Abiomed Limited Partnership but were instead distributed by it to its limited partners on May 26, 1995 (with the exeception of 135 shares which have been retained by the Partnership and which the Partnership has a present intent to hold for investment). Such distribution was pro rata to the partners in proportion to their partnership interest, except that the general partner and special limited partner, as wholly-owned subsidiaries of the Registrant, waived their right to receive any Shares of Registrant stock. 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-3 and has duly caused this Amendment No. 3 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Danvers, Commonwealth of Massachusetts, on the 26th day of October, 1995. ABIOMED, Inc. /s/ David M. Lederman ----------------------------------------- David M. Lederman, Chairman of the Board, President, Director and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE Chairman of the Board, President, October 26, 1995 /s/David M. Lederman Director and Principal Executive - --------------------------- Officer David M. Lederman Vice President Finance and October 26, 1995 /s/John F. Thero Administration (Principal Financial - --------------------------- and Accounting Officer) John F. Thero Director October 26, 1995 * - --------------------------- W. Gerald Austen Director October 26, 1995 * - --------------------------- Paul Fireman Director October 26, 1995 * - --------------------------- John F. O'Brien Director October 26, 1995 * - --------------------------- Henri A. Termeer *By:/s/ John F. Thero ----------------------- John F. Thero, as attorney-in-fact
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