UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 24, 2018
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in charter)
| DELAWARE | 1-11083 | 04-2695240 | ||
| (State or other | (Commission | (IRS employer | ||
| jurisdiction of | file number) | identification no.) | ||
| incorporation) |
| 300 Boston Scientific Way, Marlborough, Massachusetts | 01752-1234 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (508) 683-4000
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 communication 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))
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 7.01. | REGULATION FD DISCLOSURE. |
On July 24, 2018, we issued a press release recommending that our stockholders reject an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC”) to purchase up to three million shares of our common stock, constituting up to 0.217% of the outstanding shares of our common stock. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information, including Exhibit 99.1, will not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) The following exhibit is being furnished with this Current Report on Form 8-K.
Exhibit No. | Description |
| 99.1 | Press Release issued by Boston Scientific Corporation dated July 24, 2018 |
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.
| July 24, 2018 | BOSTON SCIENTIFIC CORPORATION | |
| By: | /s/ Vance R. Brown | |
| Vance R. Brown | ||
| Vice President and Chief Corporate Counsel | ||
EXHIBIT INDEX
Exhibit No. | Description |