BOSTON SCIENTIFIC CORPORATION
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(Exact name of Registrant as specified in its charter)
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Delaware
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04-2695240
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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One Boston Scientific Place
Natick, Massachusetts 01760-1537
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(Address of Principal Executive Offices)
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2006 Global Employee Stock Ownership Plan, as amended and restated
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(Full title of the plan)
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Timothy A. Pratt
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537
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(Name and address of agent for service)
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(508) 650-8000
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(Telephone number, including area code, of agent for service)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Title of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering
Price Per Share (2)
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Proposed Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock,
$.01 par value
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15,000,000 shares
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$6.62
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$99,300,000.00
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$11,528.73
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1.
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The Registrant's Annual Report on Form 10-K filed on February 17, 2011 for the year ended December 31, 2010;
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2.
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The Registrant's Quarterly Report on Form 10-Q filed on May 5, 2011 for the quarter ended March 31, 2011;
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3.
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The Registrant's Current Reports on Form 8-K filed on January 3, 2011, January 10, 2011 (except Item 2.02 thereof), January 13, 2011, January 19, 2011, January 25, 2011, March 4, 2011, April 20, 2011 (except Items 2.02 and 9.01 thereof), May 10, 2011 and May 13, 2011;
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4.
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Portions of the Registrant's Proxy Statement on Schedule 14A filed on March 28, 2011 that are incorporated by reference into Part III of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010; and
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5.
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The description of the Registrant's Common Stock under the heading “Description of Common Stock” contained in the Registration Statement on Form S-3 (Registration No. 333-132626) as originally filed by the Registrant with the Commission under the Securities Act on March 22, 2006.
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4.1
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Boston Scientific Corporation 2006 Global Employee Stock Ownership Plan, as amended and restated (Exhibit 10.2, Current Report on Form 8-K dated May 13, 2011, File No. 1-11083).#
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5.1*
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Opinion of Bingham McCutchen LLP.
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23.1*
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Consent of Ernst & Young LLP.
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23.2
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Consent of Bingham McCutchen LLP (contained in Exhibit 5.1 hereto).
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24
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Power of Attorney (contained on the signature page of this Registration Statement).
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BOSTON SCIENTIFIC CORPORATION
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By:
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/s/ Jeffrey D. Capello
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Jeffrey D. Capello
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Executive Vice President and Chief Financial Officer
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SIGNATURE
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TITLE
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DATE
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/s/ J. Raymond Elliott
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Director, President and Chief Executive Officer
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May 31, 2011
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J. Raymond Elliott
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(Principal Executive Officer)
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/s/ Jeffrey D. Capello
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Executive Vice President and
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May 31, 2011
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Jeffrey D. Capello
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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/s/ Katharine T. Bartlett
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Katharine T. Bartlett
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Director
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May 31, 2011
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/s/ Bruce L. Byrnes
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Bruce L. Byrnes
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Director
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May 31, 2011
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/s/ Nelda J. Connors
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Nelda J. Connors
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Director
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May 31, 2011
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/s/ Kristina M. Johnson
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Kristina M. Johnson
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Director
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May 31, 2011
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/s/ Ernest Mario
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Ernest Mario
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Director
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May 31, 2011
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/s/ N.J. Nicholas, Jr.
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N.J. Nicholas, Jr.
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Director
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May 31, 2011
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/s/ Pete M. Nicholas
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Pete M. Nicholas
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Director, Founder and Chairman of the Board
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May 31, 2011
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SIGNATURE
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TITLE
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DATE
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/s/ Uwe E. Reinhardt
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Uwe E. Reinhardt
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Director
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May 31, 2011
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/s/ John E. Sununu
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John E. Sununu
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Director
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May 31, 2011
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4.1
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Boston Scientific Corporation 2006 Global Employee Stock Ownership Plan, as amended and restated (Exhibit 10.2, Current Report on Form 8-K dated May 13, 2011, File No. 1-11083).
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5.1
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Opinion of Bingham McCutchen LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Bingham McCutchen LLP (contained in Exhibit 5.1 hereto).
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24
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Power of Attorney (contained on the signature page of this Registration Statement).
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/s/ Ernst & Young LLP
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