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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2011 Long-Term Incentive Plan
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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
o
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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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145,600,000 shares
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$6.62
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$963,872,000.00
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$111,905.54
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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 2011 Long-Term Incentive Plan (Exhibit 10.1, 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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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof; and
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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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 2011 Long-Term Incentive Plan (Exhibit 10.1, 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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