UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED D.STATES SECURITIES C.AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D. C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT PURSUANT ~~Report~~TO SECTION 13 OR 15(~~Date~~d) ofOF ~~earliest~~THE ~~event~~SECURITIES ~~reported):~~EXCHANGE ~~May 31,~~ACT ~~2005~~OF 1934

~~ANIMAS~~Date ~~CORPORATION~~ of Report (Date of earliest event reported): August 2, 2005

~~DELAWARE~~ANIMAS ~~(State or other jurisdiction of incorporation) 000-50674 (Commission File Number) 23-2860912 (I.R.S. Employer Identification No.)~~CORPORATION

~~200 LAWRENCE DRIVE, WEST CHESTER, PA~~ (~~Address~~Exact name of ~~principal~~registrant ~~executive~~as ~~offices)~~specified ~~19380~~in ~~(Zip~~its ~~Code~~charter)

~~Registrant’s~~DELAWARE ~~telephone~~(State ~~number,~~or ~~including~~other ~~area~~jurisdiction ~~code:~~of incorporation) 000-50674 (~~610~~Commission File Number) ~~644~~ 23-~~8990~~ 2860912 (I.R.S. Employer Identification No.)

~~N/A (Former~~200 ~~name~~LAWRENCE orDRIVE, ~~former~~WEST ~~address~~CHESTER, ifPA ~~changed~~(Address ~~since~~of ~~last~~principal ~~report~~executive offices) 19380 (Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8~~(610) 644-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ 8990

oN/A (Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14a-12)~~under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oTABLE ~~Pre-commencement~~OF ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~CONTENTS

Item 12.02 Results of Operations and Financial Condition Item 9.01 ~~Entry~~Financial ~~into~~Statements aand ~~Material~~Exhibits ~~Definitive~~SIGNATURES ~~Agreement~~EXHIBIT INDEX PRESS RELEASE, DATED AUGUST 2, 2005 AUGUST 2, 2005 CONFERENCE CALL PRESENTATION TRANSCRIPT

InTable connection with the appointment of Eric Schwartz as General Counsel of Animas Corporation (the “Company”), the Company entered into a letter agreement with Mr. Schwartz (“Agreement), effective as of May 31, 2005, which provides for an initial annual salary of $195,000 per year. The Agreement further provides for an annual bonus opportunity of up to 35% of his base salary, with $20,000 of such annual bonus guaranteed for 2005. The Agreement also provides for a grant, as of the effective date of the Agreement, of an option to purchase 20,000 shares of the Company’s common stock at an exercise price equal to the price per share of the Company’s common stock as of the effective date of the Agreement. The options will vest over three years with 30% vesting at the end of the first year and 35% vesting at the end of the second year and at the end of the third year. Contents

~~The Agreement further provides for the Company to reimburse Mr.~~Item ~~Schwartz for his relocation expenses up to $25,000 and that as a condition to Mr~~2. ~~Schwartz’s~~02 ~~employment~~Results ~~with~~of ~~the~~Operations ~~Company, he must sign a Confidentiality~~ and ~~Restrictive~~Financial ~~Covenant Agreement, which states that for a period of~~Condition ~~one year after termination of his employment, Mr. Schwartz agrees not to compete with the Company.~~

~~Mr.~~On August ~~Schwartz~~2, ~~has~~2005, ~~also~~Animas ~~signed~~Corporation ~~a Change of Control Agreement with~~ (the “Company”) ~~that~~issued ~~contains provisions that will be triggered in the event of~~ a ~~change~~press ofrelease ~~control~~announcing ofits ~~the Company. Upon a change~~results of ~~control,~~operations ~~Mr. Schwartz~~for ~~will~~the ~~receive~~fiscal ~~accelerated~~quarter ~~vesting~~ended ~~on 24~~June ~~months~~30, ~~of his then-unvested stock options~~2005. In the ~~event~~release, ~~that Mr. Schwartz’ employment is terminated for certain reasons during~~ the ~~period~~ ~~commencing~~Company ~~30 days before or one year after the date of a change of control, Mr. Schwartz is~~also ~~entitled~~provided toguidance ~~receive~~as ~~a lump sum payment equal~~ to ~~one~~its ~~year~~future ~~of his then-current base salary~~performance. ~~In addition,~~A incopy ~~the~~of ~~event~~ that ~~Mr. Schwartz~~release ~~has remained employed from the consummation of a change of control through the one-year anniversary of such change of control, Mr. Schwartz~~ is ~~entitled~~being ~~to receive~~furnished ~~a lump sum payment equal~~ to ~~one year of his then-current base salary. The Change of Control Agreement terminates if a change of control does not occur on or before December 31, 2006. The form of~~ the ~~Change in Control Agreement has previously been filed with the~~ Securities and Exchange Commission (“SEC”) as Exhibit 1099.151 to ~~the~~this ~~Company’s Registration Statement on Form S-1/A filed April 2, 2004~~form.

AOn ~~copy~~August 2, of2005, the ~~Agreement~~Company isalso ~~attached~~held toa ~~this~~conference ~~report~~call onand ~~Form~~simultaneous ~~8-K~~webcast in which a presentation was made regarding its financial results for the fiscal quarter ended June 30, 2005. On the conference call, the Company again provided guidance as ~~Exhibits~~to 10its future performance.1 A copy of the transcript of the conference call and subsequent question and answer session is ~~incorporated~~being byfurnished ~~reference~~to ~~into~~the SEC as Exhibit 99.2 to this ~~report~~form.

~~Item~~The 9press release and conference call transcript include “non-GAAP financial measures” within the meaning of the SEC’s Regulation G.01 ~~Financial~~With ~~Statements~~respect to such non-GAAP financial measures, the Company has disclosed in each of the press release and ~~Exhibits~~conference call, respectively, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and has provided a reconciliation of such non-GAAP financial measure to the most directly comparable GAAP financial measure.

In the Company’s results of operations for the three and six months ended June 30, 2005 and 2004, the Company presented non-GAAP financial measures that eliminated the effect of the (crecognition) ~~Exhibit~~ deferral of net revenues relating to the Company’s pump upgrade program, the delayed shipment of unfulfilled orders of the IR 1200, the write-off of purchased in-process research and development and certain inventory and warranty reserves. The Company’s management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company’s results of operations because it presents a more realistic comparison of the demand for its products and its core operating results in the three and six months ended June 30, 2005 to that of the same period in the prior year.

~~The~~A ~~following~~copy ~~letter~~of ~~agreement~~the ispress ~~included~~release and conference call transcript that are attached as anexhibits ~~exhibit~~hereto toare incorporated ~~this~~by ~~report~~reference ~~furnished~~into ~~under~~this Item 1 2.~~01:~~02. The disclosure in this Current Report, including in the Exhibits attached hereto, of any financial information shall not constitute an admission that such information is material.

	Exhibit No.		Description
	10.1		Letter Agreement effective as of May 31, 2005 between the Company and Eric Schwartz

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in the Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused~~ (c) Exhibits ~~this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	Animas Corporation
DATE: June 7, 2005	By:	/s/ Richard Baron
		Richard Baron
		Vice President, Finance and Chief Financial Officer

The following press release and conference call presentation transcript are included as exhibits to this report furnished under Item 2.02:

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated as of August 2, 2005

99.2		August 2, 2005 Conference Call Presentation Transcript

Exhibit No.		Description
10.1		Letter Agreement effective as of May 31, 2005 between the Company and Eric Schwartz

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 hereunto duly authorized.


	Animas Corporation

DATE: August 5, 2005	By:	/s/ Richard Baron

		Richard Baron
		Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated as of August 2, 2005

99.2		August 2, 2005 Conference Call Presentation Transcript

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