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): December 14, 2020
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-11083 | | 04-2695240 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234
(Address of principal executive offices) (Zip Code)
(508) 683-4000
(Registrant's telephone number, including area code)
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:
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | BSX | | New York Stock Exchange |
| 0.625% Senior Notes due 2027 | | BSX27 | | New York Stock Exchange |
| 5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share | | BSX PR A | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01 OTHER EVENTS.
On December 14, 2020, the Board of Directors of Boston Scientific Corporation (the “Company”) approved a new stock repurchase program authorizing the Company to repurchase up to $1.0 billion of Common Stock, par value $0.01 per share (“Common Stock”). In addition, during the fourth quarter of 2020 the Company repurchased approximately 15.7 million shares of its Common Stock under its existing 2013 share repurchase authorization. The shares of Common Stock were repurchased at a weighted average price of $33.98 plus commissions, for a total of approximately $535 million, which represents the full amount remaining under the prior authorization.
On December 14, 2020, the Company also notified U.S. Bank National Association, as trustee (the “Trustee”) under the indenture dated as of May 29, 2013 between the Company and the Trustee (the “Indenture”) governing its $500,000,000 aggregate principal amount of 3.375% Notes due May 15, 2022 (the “Notes”), that it will redeem an aggregate principal amount of $250,000,000 of the issued and outstanding Notes on December 29, 2020 pursuant to the terms of the Notes and the Indenture. The Notes will be redeemed at a redemption price calculated in accordance with the terms of the Notes and the Indenture, plus accrued and unpaid interest through, but excluding, the date of redemption. This Current Report on Form 8-K is not a notice of redemption.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
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| Date: | December 14, 2020 | BOSTON SCIENTIFIC CORPORATION | |
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| | By: | /s/ Vance R. Brown | |
| | | Vance R. Brown | |
| | | Vice President and Chief Corporate Counsel | |
