AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2001
FILE NO. 333-_______
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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
BOSTON SCIENTIFIC CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2695240
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE BOSTON SCIENTIFIC PLACE
NATICK, MASSACHUSETTS 01760-1537
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
BOSTON SCIENTIFIC CORPORATION GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
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(FULL TITLE OF THE PLAN)
LAWRENCE J. KNOPF
VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT GENERAL COUNSEL
BOSTON SCIENTIFIC CORPORATION
ONE BOSTON SCIENTIFIC PLACE
NATICK, MASSACHUSETTS 01760-1537
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(508) 650-8000
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(*) Aggregate Offering Price(*) Registration Fee
- --------------------- ----------------- ------------------------- ------------------------------ --------------------
Common Stock 4,500,000 Shares $15.155 $68,197,500 $17,049
$.01 par value
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* This estimate is made pursuant to Rule 457((h) solely for the
purpose of determining the registration fee. It is not known how many shares
will be purchased under the Boston Scientific Corporation Global Employee Stock
Ownership Plan, or at what price such shares will be purchased. The above
calculation is based on the offering of 4,500,000 shares at a purchase price of
$15.155 per share, which is the average of the high and low prices of the
Registrant's Common Stock as reported in the New York Stock Exchange Composite
on May 11, 2001.
Page 1 of 12
Exhibit Index Appears on Page 9
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The Registrant's Global Employee Stock Ownership Plan (the "GESOP"),
as previously amended, was further amended by resolution of the Board of
Directors on February 27, 2001, and approved by the Registrant's shareholders on
May 8, 2001, to increase the maximum number of shares of the Registrant's $.01
par value Common Stock which may be issued under the GESOP from 3,000,000 to
7,500,000 shares. The information contained in the Registrant's previously filed
Registration Statements on Form S-8, Registration Nos. 33-57242 and 333-36636,
is hereby incorporated into this Registration Statement by reference.
Part I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1: Plan Information.*
- ------ ----------------
Item 2: Registrant Information and Employee Plan Annual Information.*
- ------ -----------------------------------------------------------
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 424 under the Securities Act, and the "Note" to Part I of Form S-8.
2
Part II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
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The following documents filed by the Registrant with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000;
2. The Registrant's Current Report on Form 8-K filed on February
22, 2001;
3. The Registrant's Current Report on Form 8-K filed on May 1,
2001;
4. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001; and
5. The descriptions of the Common Stock as set forth in the
Registrant's Registration Statements pursuant to Section 12 of
the Exchange Act, and any amendment or report filed for the
purposes of updating any such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
3
Item 4: Description of Securities
- ------------------------------------
Not applicable.
Item 5: Interests of Named Experts and Counsel
- -------------------------------------------------
Legal matters in connection with the issuance of Common Stock
offered hereby have been passed upon for the Registrant by Lawrence J. Knopf,
Vice President, Assistant Secretary and Assistant General Counsel of the
Company. Mr. Knopf holds shares and options to purchase shares of the
Registrant's Common Stock and is compensated by the Registrant as an officer of
the Registrant.
Item 6: Indemnification of Directors and Officers
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Generally, Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person for claims
arising against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation. If the claim is a criminal action,
indemnification may be available only if the person had no reasonable cause to
believe his or her conduct was unlawful. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.
A Delaware corporation may also indemnify persons against expenses
(including attorneys' fees) incurred for actions brought by or on behalf of the
corporation subject to the conditions discussed above, except that no
indemnification is permitted in respect of any claim as to which the person
shall have been found to be liable to the corporation unless a court determines
that, in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity. To the extent the person is successful in
defending the claim, the corporation may indemnify the person against expenses
(including attorneys' fees) actually and reasonably incurred. The
indemnification and advancement of expenses provided for in Section 145 is not
exclusive of any other rights to which the person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
Section 145 of the DGCL also provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by the statute. The Registrant maintains reasonable levels of
insurance against liabilities for indemnification which it may incur under its
Certificate of Incorporation, By-laws and indemnification agreements.
Article Tenth of the Registrant's Certificate of Incorporation
provides that the Registrant will indemnify, defend and hold harmless directors,
officers, employees and agents of the Registrant to the fullest extent currently
permitted under the DGCL.
4
In addition, Article Ninth of the Registrant's Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant nor its stockholders may recover damages from the Registrant's
directors for a breach of their fiduciary duty in the performance of their
duties as directors of the Registrant, unless the breach relates to (i) the
director's duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the DGCL or (iv) any transactions for which the director
derived an improper benefit. The Registrant's By-laws provide for
indemnification of the Registrant's directors, officers, employees and agents on
the terms permitted under Section 145 of the DGCL summarized above.
The Registrant has entered into indemnification agreements with its
directors and executive officers. These agreements provide rights of
indemnification that are substantially similar to those provided by the
Registrant's Certificate of Incorporation and By-laws. Additionally, the
agreements provide that (i) within thirty days of a written demand for
indemnification, and within five business days of a request for an advance of
expenses, the Registrant shall either make payment or determine that the
relevant standards for indemnification have not been met; (ii) in any action
brought by an indemnitee to enforce the right to indemnification or advances,
the burden of proving that any indemnification or advance is not appropriate
shall be on the Registrant; (iii) neither the timing of the Registrant's
decision whether to indemnify nor any determination by the Registrant shall
create any presumption that the indemnitee has not met the applicable standards;
and (iv) the indemnitee's expenses incurred in bringing an action to recover
expenses under any directors' and officers' liability insurance policies
maintained by the Registrant shall also be indemnified by the Registrant.
Item 7: Exemption From Registration Claimed.
- -----------------------------------------------
Not applicable.
5
Item 8: Exhibits
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The following exhibits are filed as part of this Registration
Statement:
4.1 Second Restated Certificate of Incorporation of the Registrant, as
amended (Exhibit 3.1, Annual Report on Form 10-K for the year ended
December 31, 1993, Exhibit 3.2, Annual Report on Form 10-K for the
year ended December 31, 1994, and Exhibit 3.3, Annual Report on Form
10-K for the year ended December 31, 1998, File No. 1-11083).
4.2 Restated By-Laws of the Registrant, incorporated by reference to
Exhibit 3.2 to the Registration Statement on Form S-1 of the
Registrant (Reg. No. 33-46980).
4.3 Specimen certificate representing Boston Scientific Common Stock,
incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1 of the Registrant (Reg. No. 33-46980).
*5.1 Opinion and Consent of Assistant General Counsel as to the legality
of the securities being registered.
10.1 Boston Scientific Corporation Global Employee Stock Ownership Plan
(Exhibit 10.18, Annual Report on Form 10-K for the year ended
December 31, 1997).
10.2 First Amendment to the Boston Scientific Corporation Global Employee
Stock Ownership Plan (Exhibit 10.21, Annual Report on Form 10-K for
the year ended December 31, 2000, File No. 1-11083).
10.3 Second Amendment to Boston Scientific Corporation Global Employee
Stock Ownership Plan (Exhibit 10.22, Annual Report on Form 10-K for
the year ended December 31, 2000, File No. 1-11083).
*23.1 Consent of Ernst & Young LLP.
23.2 Consent of Assistant General Counsel (contained in his opinion filed
as Exhibit 5.1).
24 Power of Attorney (contained on the signature page of this
Registration Statement).
* Filed herewith
6
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, The Commonwealth of Massachusetts, on this
16th day of May, 2001.
BOSTON SCIENTIFIC CORPORATION
By: /s/ Lawrence C. Best
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Lawrence C. Best
Senior Vice President - Finance and
Administration and Chief Financial
Officer
POWER OF ATTORNEY
We, the undersigned officers and Directors of Boston Scientific
Corporation, hereby severally constitute and appoint Lawrence C. Best, Paul W.
Sandman and Lawrence J. Knopf, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below the Registration Statement on
Form S-8 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and Directors to
enable Boston Scientific Corporation to comply with the provisions of the
Securities Act, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures, as they may be signed by our
said attorneys or any of them, to said Registration Statement and any and all
amendments thereto.
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 16th day of May, 2001.
SIGNATURE TITLE
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/s/ John E. Abele Director, Founder Chairman
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John E. Abele
/s/ Lawrence C. Best Senior Vice President - Finance and
- --------------------------------------- Administration and Chief Financial
Lawrence C. Best Officer (Principal Financial and
Accounting Officer)
/s/ Joseph A. Ciffolillo Director
- ---------------------------------------
Joseph A. Ciffolillo
7
/s/ Joel L. Fleishman Director
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Joel L. Fleishman
/s/ Ray J. Groves Director
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Ray J. Groves
/s/ Lawrence L. Horsch Director
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Lawrence L. Horsch
/s/ N. J. Nicholas, Jr. Director
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N. J. Nicholas, Jr.
/s/ Peter M. Nicholas Director, Founder, and Chairman of
- --------------------------------------- the Board
Peter M. Nicholas
/s/ Warren B. Rudman Director
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Warren B. Rudman
/s/ James R. Tobin Director, President and Chief
- --------------------------------------- Executive Officer (Principal
James R. Tobin Executive Officer)
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Exhibit Index
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Exhibit No. Description of Documents
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4.1 Second Restated Certificate of Incorporation of the Registrant, as
amended (Exhibit 3.1, Annual Report on Form 10-K for the year ended
December 31, 1993, Exhibit 3.2, Annual Report on Form 10-K for the
year ended December 31, 1994, and Exhibit 3.3, Annual Report on Form
10-K for the year ended December 31, 1998, File No. 1-11083).
4.2 Restated By-Laws of the Registrant, incorporated by reference to
Exhibit 3.2 to the Registration Statement on Form S-1 of the
Registrant (Reg. No. 33-46980).
4.3 Specimen certificate representing Boston Scientific Common Stock,
incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1 of the Registrant (Reg. No. 33-46980).
*5.1 Opinion and Consent of Assistant General Counsel as to the legality
of the securities being registered.
10.1 Boston Scientific Corporation Global Employee Stock Ownership Plan
(Exhibit 10.18, Annual Report on Form 10-K for the year ended
December 31, 1997).
10.2 First Amendment to the Boston Scientific Corporation Global Employee
Stock Ownership Plan (Exhibit 10.21, Annual Report on Form 10-K for
the year ended December 31, 2000, File No. 1-11083).
10.3 Second Amendment to Boston Scientific Corporation Global Employee
Stock Ownership Plan (Exhibit 10.22, Annual Report on Form 10-K for
the year ended December 31, 2000, File No. 1-11083).
*23.1 Consent of Ernst & Young LLP.
23.2 Consent of Assistant General Counsel (contained in his opinion filed
as Exhibit 5.1).
24 Power of Attorney (contained on the signature page of this
Registration Statement).
* Filed herewith
9