Registration No. _______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Boston Scientific Corporation
(Exact name of Registrant as specified in its charter)
Delaware 04-2695240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Boston Scientific Place
Natick, Massachusetts 01760-1537
(508) 650-8000
(Address and phone number of principal executive offices, including zip code)
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Boston Scientific Corporation 2006 Global Employee Stock Ownership Plan
(Full title of the plan)
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Paul W. Sandman, Esq.
Executive Vice President, Secretary and General Counsel
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) share price registration fee
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Common 20,000,000 $19.995(2) $399,900,000(2) $42,789.30
Stock, par value
$0.01 per share
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(1) This registration statement on Form S-8 (the "Registration Statement")
relates to shares of common stock, par value $.01 per share, of Boston
Scientific Corporation (the "Common Stock") issuable pursuant to the
Boston Scientific Corporation 2006 Global Employee Stock Ownership Plan
(the "Plan"). Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement shall
also cover any additional shares of Common Stock that become issuable
under the Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the Boston Scientific Corporation's (the "Registrant") outstanding
shares of Common Stock.
(2) Pursuant to Rule 457(c) and 457(h) under the Securities Act, the
Proposed Maximum Offering Price Per Share as to the 20,000,000 shares of
Common Stock registered with respect to shares sold under the Plan is
based on the average of the high and low prices of the Registrant's
Common Stock reported on the New York Stock Exchange on June 8, 2006 and
is estimated solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated herein by reference into this Registration Statement:
(a) The Registrant's annual report on Form 10-K filed for the
period ended December 31, 2005 (filed March 1, 2006).
(b) The Registrant's quarterly report on Form 10-Q filed for
the period ended March 31, 2006 (filed May 10, 2006).
(c) The Registrant's Form S-4, first filed on February 6,
2006, as subsequently amended on March 2, 2006.
(d) The Registrant's Current Reports on Form 8-K, including
any amendments thereto, filed March 3, 2006, March 8, 2006, March 17,
2006, March 20, 2006, March 31, 2006, April 7, 2006, April 12, 2006,
April 18, 2006, April 20, 2006, April 26, 2006, April 26, 2006, May 12,
2006, May 31, 2006 and June 9, 2006.
(e) The description of the Registrant's Common Shares under
the heading "Description of Boston Scientific Capital Stock" contained
in the Registration Statement on Form S-4 (Registration No. 333-131608)
as originally filed by the Registrant with the Commission under the
Securities Act on February 6, 2006 and amended on March 2, 2006.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Registrant's Second Restated Certificate of
Incorporation, as amended, and Restated By-laws (and in accordance with Section
145 of the Delaware General Corporation Law), the Registrant will indemnify to
the fullest extent permitted by the Delaware General Corporation Law any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding. These include civil, criminal,
administrative, investigative or other proceedings by reason of the fact that
the person is or was a director, officer or employee of the Registrant, or is or
was serving in that capacity or as an agent at the request of the Registrant for
another entity.
The Registrant's indemnity covers expenses, judgments, fines
and amounts paid or to be paid in settlement actually and reasonably incurred in
connection with the defense or settlement of an action, suit or proceeding if
the person acted in good faith and in a manner reasonably believed to be in or
not opposed to the Registrant's best interest and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct
was unlawful. The Registrant will indemnify a person in a derivative action
under the same conditions, except that no indemnification is permitted without
judicial approval if the person is adjudged to be liable to the Registrant in
performance of his or her duty. Derivative actions are actions by the Registrant
or in the Registrant's right to procure a judgment in the Registrant's favor.
The Registrant's agents may be similarly indemnified at the discretion of the
Registrant's board of directors.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons that
control the Registrant pursuant to the foregoing provisions, the Registrant has
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Natick, Commonwealth of Massachusetts, on this
9th day of June, 2006.
BOSTON SCIENTIFIC CORPORATION
By: /s/ James R. Tobin
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Name: James R. Tobin
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James R. Tobin, President and
Chief Executive Officer, and Lawrence C. Best, Executive Vice President and
Chief Financial Officer, and each of them, as attorneys-in-fact, each with the
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to sign any
registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities indicated on the 9th day of June, 2006.
Signature Title
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/s/ Peter M. Nicholas
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Name: Peter M. Nicholas Chairman of the Board of Directors
/s/ James R. Tobin
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Name: James R. Tobin President and Chief Executive Officer,
Director
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Name: John E. Abele Director
/s/ Ursula M. Burns
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Name: Ursula M. Burns Director
/s/ Nancy-Ann DeParle
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Name: Nancy-Ann DeParle Director
/s/ Marye Anne Fox
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Name: Marye Anne Fox Director
/s/ Joel L. Fleishman
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Name: Joel L. Fleishman Director
/s/ Ray J. Groves
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Name: Ray J. Groves Director
/s/ Kristina M. Johnson
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Name: Kristina M. Johnson Director
/s/ Ernest Mario
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Name: Ernest Mario Director
/s/ N.J. Nicholas, Jr.
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Name: N.J. Nicholas, Jr. Director
/s/ John E. Pepper
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Name: John E. Pepper Director
/s/ Uwe E. Reinhardt
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Name: Uwe E. Reinhardt Director
/s/ Warren B. Rudman
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Name: Warren B. Rudman Director
/s/ Lawrence C. Best
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Name: Lawrence C. Best Executive Vice President, Chief
Financial Officer
/s/ Paul A. LaViolette
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Name: Paul A. LaViolette Chief Operating Officer
*By: /s/ James R. Tobin
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Attorney-in-Fact June 9th, 2006
Exhibit Index
Exhibit No. Description of Document
4.1 Second Restated Certificate of Incorporation of Boston
Scientific Corporation (Exhibit 3.1, Annual Report on Form
10-K for the year ended December 31, 1993, File No. 1-11083);
Certificate of Amendment of Second Restated Certificate of
Incorporation of the Registrant (Exhibit 3.2, Annual Report on
Form 10-K for the year ended December 31, 1994, File No.
1-11083); Certificate of Second Amendment of Second Restated
Certificate of Incorporation of the Registrant (Exhibit 3.3,
Annual Report on Form 10-K for the year ended December 31,
1998, File No. 1-11083); and Certificate of Third Amendment of
Second Restated Certificate of Incorporation of the Registrant
(Exhibit 3.4, Annual Report on Form 10-K for the year ended
December 31, 2003).
4.2 Form of Certificate of Amendment of the Second Restated
Certificate of Incorporation of Boston Scientific Corporation
(incorporated by reference to the Registration Statement on
Form S-4 (Registration No. 333-131608)) filed by the
Registrant on February 6, 2006, as amended by Amendment No. 1
to Form S-4 filed by the Registrant on March 2, 2006).
4.3 Restated By-Laws of Boston Scientific Corporation (Exhibit
3.2, Registration No. 33-46980).
4.4 Boston Scientific Corporation 2006 Global Employee Stock
Ownership Plan (incorporated by reference to Appendix A to
Schedule 14A filed on April 10, 2006 for the year ended
December 31, 2005).
5.1* Opinion of Shearman & Sterling LLP regarding the legality of
the securities being registered.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Ernst & Young LLP.
23.3 Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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* Filed herewith.