As filed with the Securities and Exchange Commission on April 11, 1997
Registration 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, MA 10760-1537
(Address of Principal Executive Offices)
Target Therapeutics, Inc. 1988 Stock Option Plan, as Amended
Target Therapeutics, Inc. 1991 Director Option 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, MA 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 Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(*) Offering Price(*) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,016,000 $25.18 $50,762,880 $15,383
par value $.01 per share
===========================================================================================================================
</TABLE>
(*) The price shown is based on the weighted average of the price
at which options granted under the plans may be exercised, in
accordance with Rule 457(h), and is being utilized solely for
the purpose of calculating the registration fee.
Page 1 of 10
Exhibit Index Appears on Page 9
<PAGE>
This Registration Statement registers shares of Boston Scientific Corporation
available for issuance to holders of options under the Target Therapeutics, Inc.
1988 Stock Option Plan, as amended, and the Target Therapeutics, Inc. 1991
Director Option Plan, as amended, which were assumed by the Registrant upon the
effective time of a merger of a wholly owned subsidiary of the Registrant with
and into Target Therapeutics, Inc., which took place on April 8, 1997.
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.
<PAGE>
2
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 filing of such documents.
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 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
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
<PAGE>
3
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.
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
<PAGE>
4
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.
<PAGE>
5
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).
4.4 Target Therapeutics, Inc. 1988 Stock Option Plan, incorporated by
reference to Exhibit 10.2 to Target Therapeutics, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996 (File No.
0-19801).
4.5 Target Therapeutics, Inc. 1991 Director Option Plan, incorporated by
reference to Exhibit 10.3 to Target Therapeutics, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996 (File No.
0-19801).
*5.1 Opinion and Consent of General Counsel as to the legality of the
securities being registered.
*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
<PAGE>
6
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.
<PAGE>
7
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 10th
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.
<PAGE>
8
Signature Title Date
- --------- ----- ----
Director, Founder April 10, 1997
/s/ John E. Abele
- -----------------
John E. Abele
/s/ Charles J. Aschauer, Jr.
- ----------------------------
Charles J. Aschauer, Jr. Director April 10, 1997
/s/ Randall F. Bellows
- ----------------------
Randall F. Bellows Director April 10, 1997
/s/ Lawrence C. Best
- --------------------
Lawrence C. Best Senior Vice President - April 10, 1997
Finance and Administration,
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Joseph A. Ciffolillo April 10, 1997
- ------------------------
Joseph A. Ciffolillo Director
/s/ Joel L. Fleishman April 10, 1997
- ---------------------
Joel L. Fleishman Director
/s/ N.J. Nicholas, Jr.
- ----------------------
N.J. Nicholas, Jr. Director April 10, 1997
/s/ Peter M. Nicholas
- ---------------------
Peter M. Nicholas Director, Chairman of the April 10, 1997
Board, President and Chief
Executive Officer (Principal
Executive Officer)
/s/ Dale A. Spencer
- -------------------
Dale A. Spencer Director April 10, 1997
<PAGE>
9
Exhibit Index
-------------
Exhibit No. Description of Documents Page No.*
- ----------- ------------------------ ---------
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 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).
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).
4.4 Target Therapeutics, Inc. 1988 Stock Option Plan,
incorporated by reference to Exhibit 10.2 to Target
Therapeutics, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (File No. 0-19801).
4.5 Target Therapeutics, Inc. 1991 Director Option Plan,
incorporated by reference to Exhibit 10.3 to Target
Therapeutics, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (File No. 0-19801).
*5.1 Opinion and Consent of General Counsel as to the 11
legality of the securities being registered.
*23.1 Consent of Ernst & Young LLP. 12
*23.2 Consent of Arthur Andersen LLP. 13
*23.3 Consent of Deloitte & Touche, LLP. 14
*23.4 Consent of Price Waterhouse, LLP. 15
<PAGE>
10
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).
EXHIBIT 5.1
April 10, 1997
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
RE: Target Therapeutics, Inc.
1988 Stock Option Plan, As Amended
1991 Director Option 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 10, 1997 (the Registration Statement), of 2,016,000
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 be issued pursuant to the Target Therapeutics, Inc. 1988
Stock Option Plan, as amended and 1991 Director Option Plan, as amended, (each a
Plan and collectively the Plans) which were assumed by the Company upon the
merger of a subsidiary of the Company with Target Therapeutics, Inc.
I have acted as assistant 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 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,
Lawrence J. Knopf
Vice President and Assistant General Counsel
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Target Therapeutics, Inc. 1988 Stock Option Plan, as
amended, and the Target Therapeutics, Inc. 1991 Director Option 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
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
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
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
