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): May 7, 2007
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) | | |
One Boston Scientific Place, Natick, Massachusetts | 01760-1537 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (508) 650-8000
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)) |
ITEM 5.03. | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
At our Annual Meeting of Stockholders held on May 8, 2007, our stockholders approved certain amendments to the Certificate of Incorporation and the Bylaws of Boston Scientific Corporation declassifying the Board of Directors, increasing the maximum size of the Board of Directors from 15 to 20 directors and other administrative matters. Copies of the Certificate of Amendment to the Certificate of Incorporation and the Restated Bylaws are attached hereto as Exhibit 3(i) and Exhibit 3(ii) to this Current Report on Form 8-K.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
Exhibit No. Description
| 3.1(i) | Form of Fifth Amendment to Amended and Restated Certificate of Incorporation |
SIGNATURE
Pursuant to the requirements of the Securities and 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.
| | | |
| | BOSTON SCIENTIFIC CORPORATION |
|
|
|
| Date: May 11, 2007 | By: | /s/ Lawrence J. Knopf |
| |
Lawrence J. Knopf |
| | Vice President and Assistant General Counsel |
EXHIBIT INDEX
| 3.1(i) | Form of Fifth Amendment to Amended and Restated Certificate of Incorporation |
