<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997
FILE NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BOSTON SCIENTIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2695240
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE BOSTON SCIENTIFIC PLACE
NATICK, MASSACHUSETTS 01760-1537
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 LONG-TERM INCENTIVE PLAN, AS AMENDED
1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(FULL TITLE OF THE PLANS)
PAUL W. SANDMAN
SENIOR VICE-PRESIDENT, SECRETARY AND GENERAL COUNSEL
BOSTON SCIENTIFIC CORPORATION
ONE BOSTON SCIENTIFIC PLACE
NATICK, MASSACHUSETTS 01760-1537
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(508) 650-8000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------- -------------------------- -------------------------- -------------------------- -----------------------
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(*) Aggregate Offering Registration Fee
Price(*)
<S> <C> <C> <C> <C>
- --------------------------- -------------------------- -------------------------- -------------------------- -----------------------
Common Stock 11,000,000 Shares $59.625 $655,875,000 $198,750
$.01 par value
- --------------------------- -------------------------- -------------------------- -------------------------- -----------------------
</TABLE>
* This estimate is made pursuant to Rule 457(h) solely for the purpose
of determining the registration fee. It is not know how many shares will be
purchased under the Boston Scientific Corporation 1995 Long-Term Incentive Plan,
as amended, and the Boston Scientific Corporation 1992 Employee Stock Purchase
Plan, as amended, or at what price such shares will be purchased. As to such
plans, the above calculation is based on the offering of 11,000,000 shares at a
purchase price of $59.625 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 April 9, 1997.
Page 1 of 16
Exhibit Index Appears on Page 10
<PAGE> 2
This Registration Statement registers an increase in shares available for
issuance under the Registrant's 1995 Long Term Incentive Plan, as amended, and
1992 Employee Stock Purchase Plan, as amended, approved by shareholders of the
Registrant in May 1996.
Part I
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 428 under the Securities Act, and the "Note" to Part I of Form S-8.
2
<PAGE> 3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
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, 1996;
2. The Registrant's Current Report on Form 8-K with
respect to an event dated January 20, 1997; and
3. 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 filling of such documents.
3
<PAGE> 4
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 Paul W. Sandman,
Senior Vice President, General Counsel and Secretary of the Company. Mr. Sandman
holds shares and options to purchase shares of the Registrant's Common Stock and
is compensated by the Registrant as an executive officer of the Registrant.
Item 6: Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, provided that such person
acted in good faith and in a manner that such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, such person had no reasonable cause to
believe his conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. A Delaware corporation may also indemnify such persons against
expenses (including attorneys' fees) in actions brought by or in the right of
the corporation to procure a judgment in its favor subject to the same
conditions set forth in the immediately preceding sentences, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expense 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 is insured against liabilities
which it may incur by reason of its indemnification obligations under its
Certificate of Incorporation, By-laws and indemnification agreements.
4
<PAGE> 5
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.
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 such 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 described above.
The Registrant has entered into indemnification agreements
with certain of 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 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; that 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; that neither the timing of the Registrant's decision
whether to indemnify nor any determination by the Registrant that the indemnitee
has not met such standards shall create any presumption in such an action that
the indemnitee has not met such standards; and that the indemnitee's expenses
incurred in bringing such an action and/or in an action seeking recovery under
any directors' and officers' liability insurance policies maintained by the
Registrant shall also be indemnified by the Registrant.
5
<PAGE> 6
Item 8: Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1 Second Restated Certificate of Incorporation of the
Registrant, as amended, incorporated by reference to Exhibit
3.1 to the Annual Report on Form 10-K of the Registrant for
the Registrant's 1995 fiscal year and Exhibit 3.2 to the
Annual Report on Form 10-K of the Registrant for the
Registrant's 1995 fiscal year (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 General Counsel as to the legality of
the securities being registered.
10.1 Boston Scientific Corporation 1995 Long Term Incentive Plan,
as Amended (Exhibit 10.3, Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 1-11083).
10.2 Boston Scientific Corporation 1992 Employee Stock Purchase
Plan, as Amended (Exhibit 10.16, Annual Report on Form 10-K
for the year ended December 31, 1996, File No. 1-11083).
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Deloitte & Touche LLP.
*23.4 Consent of Price Waterhouse LLP.
23.5 Consent of 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
<PAGE> 7
Item 9: Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
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;
(2) 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;
(3) 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;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement 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
(5) 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 foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange 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.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 11th
day of April, 1997.
BOSTON SCIENTIFIC CORPORATION
By: /s/ Lawrence C. Best
---------------------------------------
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 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John E. Abele
- -----------------------------
John E. Abele Director, Founder April 11, 1997
/s/ Charles J. Aschauer, Jr.
- -----------------------------
Charles J. Aschauer, Jr. Director April 11, 1997
/s/ Randall F. Bellows
- -----------------------------
Randall F. Bellows Director April 11, 1997
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence C. Best
- -----------------------------
Lawrence C. Best Senior Vice President - Finance and April 11, 1997
Administration, and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ Joseph A. Ciffolillo April 11, 1997
- -----------------------------
Joseph A. Ciffolillo Director
/s/ Joel L. Fleishman April 11, 1997
- -----------------------------
Joel L. Fleishman Director
/s/ Lawrence L Horsch
- -----------------------------
Lawrence L. Horsch Director April 11, 1997
/s/ N.J. Nicholas, Jr.
- -----------------------------
N.J. Nicholas, Jr. Director April 11, 1997
/s/ Peter M. Nicholas
- -----------------------------
Peter M. Nicholas Director, Chairman of the Board, April 11, 1997
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Dale A. Spencer
- -----------------------------
Dale A. Spencer Director April 11, 1997
</TABLE>
9
<PAGE> 10
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description of Documents Page No.*
- ----------- ------------------------ ---------
<S> <C> <C>
3.1 Second Restated Certificate of Incorporation of the
Registrant, as amended, incorporated by reference to
Exhibit 3.1 to the Annual Report on Form 10-K of the
Registrant for the Registrant's 1994 fiscal year and
Exhibit 3.2 to the Annual Report on Form 10-K of the
Registrant for the Registrant's 1994 fiscal year
(File No. 1-11083).
3.2 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).
4.1 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 General Counsel as to the 11
legality of the securities being registered.
10.1 Boston Scientific Corporation 1995 Long Term
Incentive Plan, as Amended (Exhibit 10.3, Annual
Report on Form 10-K for the year ended December 31,
1996, File No. 1-11083).
10.2 Boston Scientific Corporation 1992 Employee Stock
Purchase Plan, as Amended (Exhibit 10.16, Annual
Report on Form 10-K for the year ended December 31,
1996, File No. 1-11083).
*23.1 Consent of Ernst & Young LLP. *23.2 Consent of 13
Arthur Andersen LLP. 14
*23.3 Consent of Deloitte & Touche, LLP. *23.4 Consent 15
of Price Waterhouse, LLP. 16
23.5 Consent of General Counsel (contained in his opinion
filed as Exhibit 5.1)
24 Power of Attorney (contained in the signature page of
this Registration Statement).
</TABLE>
10
<PAGE> 1
EXHIBIT 5.1
April 11, 1997
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
RE: BOSTON SCIENTIFIC CORPORATION
1995 LONG-TERM INCENTIVE PLAN, AS AMENDED
1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
Gentlemen:
This opinion is furnished in connection with the registration,
pursuant to a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Act"), to be filed with the Securities and Exchange
Commission on or about April 11, 1997 (the "Registration Statement"), of
11,000,000 shares (the "Shares") of the Common Stock, par value $.01 per share
(the "Common Stock"), of Boston Scientific Corporation, a Delaware corporation
(the "Company"), which have been or will issued pursuant to the Company's 1995
Long-Term Incentive Plan, as amended, and 1992 Employee Stock Purchase Plan, as
amended (each a "Plan" and collectively the "Plans").
I have acted as general counsel to the Company in connection with the
foregoing registration of the Shares. I or attorneys in my office have examined
and relied upon the originals or copies, certified or otherwise identified to
our satisfaction, of such records, instruments, certificates, memoranda and
other documents as we have deemed necessary or advisable for purposes of this
opinion and have assumed, without independent inquiry, the accuracy of those
documents. In that examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by me or
by attorneys in my office as copies, the authenticity and completeness of all
original documents reviewed by me or by attorneys in my office in original or
copy form and the legal competence of each individual executing such documents.
I have further assumed that all options and shares granted or to be granted
pursuant to the Plans were or will be validly granted in accordance with the
<PAGE> 2
Boston Scientific Corporation
April 11, 1997
Page -2-
terms of the respective Plan and that all Shares to be issued upon exercise of
such options will be issued in accordance with such options and the respective
Plan.
Based upon the foregoing, I am of the opinion that, upon the issuance and
delivery of the Shares in accordance with the terms of such options and the
respective Plans, and as described in the Registration Statement, the Shares
will be legally issued, fully paid and non-assessable shares of the Company's
Common Stock.
This opinion is limited solely to the Delaware General Corporation Law.
I consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Paul W. Sandman
--------------------------------
Paul W. Sandman, Esquire
Senior Vice President, Secretary
and General Counsel
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Boston Scientific Corporation 1995 Long-Term
Incentive Plan, as amended, and the 1992 Employee Stock Purchase Plan,
as amended, of our reports dated February 14, 1997, with respect to the
consolidated financial statements of Boston Scientific Corporation incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 31,
1996 and the related financial statement schedule included therein, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
April 9, 1997
<PAGE> 1
Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated May 15,
1995, on the consolidated statements of income and retained earnings and cash
flows of Meadox Medicals, Inc. for the year ended December 31, 1994, included in
Boston Scientific Corporation's Form 10-K for the year ended December 31, 1996
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
April 9, 1997
<PAGE> 1
EXHIBIT 23.3
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
Boston Scientific Corporation on Form S-8 of the report of Deloitte & Touche LLP
dated April 13, 1995 (August 24, 1995 as to Note G) appearing and incorporated
in Boston Scientific Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996.
DELOITTE & TOUCHE LLP
April 9, 1997
Minneapolis, Minnesota
<PAGE> 1
EXHIBIT 23.4
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1995, which appears on
Exhibit 13.5 of Boston Scientific Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Seattle, Washington
April 9, 1997
