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: August 18, 2008

(Date of earliest event reported)

ABIOMED, Inc.

(Exact name of registrant as specified in its charter)

Delaware	04-2743260
(State or other Jurisdiction of Incorporation)	(IRS Employer 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)

Item 8.01. Other Events.

On August 18, 2008, we issued a press release announcing the public offering of 2,419,932 shares of our common stock. Morgan Stanley & Co. Incorporated will be the sole underwriter for the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number	Title
99.1	Press Release dated August 18, 2008.

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            

Daniel J. Sutherby

Chief Financial Officer

Date: August 18, 2008

EXHIBIT INDEX

Number	Title
99.1	Press Release dated August 18, 2008.

EX-99.1

Exhibit 99.1

ABIOMED, INC. ANNOUNCES COMMON STOCK OFFERING

DANVERS, Mass. (August 18, 2008)—Abiomed, Inc. (NASDAQ: ABMD) today announced the public offering of 2,419,932 shares of its common stock. Morgan Stanley & Co. Incorporated will be the sole underwriter for the offering.

The underwriter may offer the shares from time to time in one or more transactions in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. The offering is being made pursuant to a shelf registration statement that became effective on October 17, 2006.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. When available, copies of the prospectus supplement and accompanying base prospectus may be obtained upon request to Morgan Stanley & Co. Incorporated, 180 Varick Street, New York, New York 10014, Attention Prospectus Department or by e-mail at prospectus@morganstanley.com.

ABOUT ABIOMED

Based in Danvers, Massachusetts, Abiomed, Inc., is a leading provider of medical devices that provide circulatory support to acute heart failure patients across the continuum of care in heart recovery. Our products are designed to enable the heart to rest, heal and recover by improving blood flow and/or performing the pumping of the heart. For additional information please visit: www.abiomed.com.

FORWARD-LOOKING STATEMENTS

Statements in this press release concerning the expected public offering are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties. Information contained in these forward-looking statements is inherently uncertain, and actual performance and results may differ materially. Such factors that could cause actual results to differ materially from any forward-looking statements made by Abiomed include, among others, the risk that the planned public offering will not be completed, whether as a result of potential disruptions in the capital markets, our failure to satisfy any of the closing conditions in the underwriting agreement, or other factors, and other risks and challenges detailed in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K and most recently filed quarterly report on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this Release or to reflect the occurrence of unanticipated events.

Contact:

Abiomed, Inc.

Daniel J. Sutherby

Chief Financial Officer

978-777-5410

ir@abiomed.com