<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-37255
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION PURSUANT TO RULE 424 +
+UNDER THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE +
+SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE +
+COMMISSION PURSUANT TO RULE 415 OF THE SECURITIES ACT OF 1933. A FINAL +
+PROSPECTUS SUPPLEMENT AND PROSPECTUS WILL BE DELIVERED TO THE PURCHASERS OF +
+THESE SECURITIES. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS +
+SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY +
+NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH +
+OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR +
+QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 1998
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 6, 1997)
$500,000,000
BOSTON SCIENTIFIC CORPORATION
% NOTES DUE , 2008
-------------
Interest on the % Notes due , 2008 (the "Notes") issued by Boston
Scientific Corporation ("Boston Scientific" or the "Company") is payable on
and of each year, commencing , 1998. The Notes are not
redeemable prior to maturity and will not be subject to any sinking fund.
The Notes will be represented by global securities registered in the name of
a nominee of The Depository Trust Company (the "Depositary"). Beneficial
interests in the Notes will be shown on, and transfers thereof will be effected
only through, records maintained by the Depositary (with respect to
participants' interests) and its participants. The Notes will be issued only in
denominations of $1,000 and integral multiples thereof. Except as described
herein, Notes in definitive form will not be issued. See "Description of
Notes--Book Entry Procedures." The Notes will trade in the Depositary's Same-
Day Funds Settlement System until maturity, and secondary market trading
activity for the Notes will therefore settle in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds. See "Description of Notes."
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public(1) Discount(2) Company(1)(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note................................. % % %
- -------------------------------------------------------------------------------
Total.................................... $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from , 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting estimated expenses of $ payable by the Company.
-------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Notes will be delivered in book-entry form through the facilities of The
Depository Trust Company in New York, New York, on or about , 1998,
against payment therefor in immediately available funds.
-------------
LEHMAN BROTHERS BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
MERRILL LYNCH & CO.
BANCBOSTON SECURITIES INC.
The date of this Prospectus Supplement is , 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE IMPOSITION
OF PENALTY BIDS. SEE "UNDERWRITING."
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, the accompanying Prospectus and the documents
incorporated herein by reference contain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which
represent the Company's projections, estimates, expectations or beliefs
concerning, among other things, financial items that relate to management's
future plans or objectives or to the Company's future economic and financial
performance. Forward-looking statements involve known and unknown risks and
uncertainties and are indicated by words such as "anticipates," "expects,"
"believes," "plans," "could" and similar words and phrases. These risks and
uncertainties include, but are not limited to, the factors listed in the
cautionary language regarding forward-looking statements described in the
Company's reports and filings with the Securities and Exchange Commission
incorporated by reference herein, including in "Item 1--Business" and "Item
7--Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (the "1996 Form 10-K") and "Item 2--Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1997, June 30, 1997 and September 30, 1997 (the "March 1997 Form 10-
Q", "June 1997 Form 10-Q" and, as such quarterly report for the quarterly
period ended September 30, 1997 has been amended by the Company's Quarterly
Report in Form 10QA, the "September 1997 Form 10-Q", respectively). Potential
investors are cautioned that certain events or circumstances could cause the
Company's actual performance and financial results in future periods to differ
materially from those estimated or anticipated.
S-2
<PAGE>
THE COMPANY
The following summary of the business of the Company is qualified in its
entirety by and should be read together with the more detailed information and
the audited and unaudited financial statements, including the notes thereto,
included or incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus.
BUSINESS
The Company is a worldwide developer, manufacturer and marketer of minimally
invasive medical devices. The Company's products are used in a broad range of
interventional medical specialties, including cardiology, electrophysiology,
neuro-endovascular therapy, gastroenterology, radiology, urology and vascular
surgery. The Company's products are generally inserted into the human body
through natural openings or small incisions in the skin and can be guided to
most areas of the anatomy to diagnose and treat a wide range of medical
problems. These products provide effective alternatives to traditional surgery
by reducing procedural trauma, complexity, risk to the patient, cost and
recovery time.
The Company's history began in the late 1960s when the Company's co-founder,
John Abele, acquired an equity interest in Medi-Tech, Inc., a development
company ("Medi-Tech"). Medi-Tech's initial products, a family of steerable
catheters, were introduced in 1969. They were used in some of the first
minimally invasive procedures performed, and versions of these catheters are
still being sold today. In 1979, John Abele joined with Pete Nicholas to form
the Company which indirectly acquired Medi-Tech. This acquisition began a
period of active, focused marketing, new product development and
organizational growth. Since then, the Company's net sales have increased
substantially, growing from $1.8 million in 1979 to $1.87 billion in 1997.
Several strategic mergers and acquisitions have bolstered the Company's
growth over the past three years. In early 1995, the Company merged with
SCIMED Life Systems, Inc. ("SCIMED"), a leading developer, manufacturer and
marketer of devices used principally to treat cardiovascular disease. In
addition, the Company acquired Cardiovascular Imaging Systems, Inc. ("CVIS"),
a leading developer, manufacturer and marketer of intraluminal ultrasound
imaging catheters and systems for use in the diagnosis of cardiovascular and
other diseases, and Vesica Medical, Inc. ("Vesica"), a developer, manufacturer
and marketer of medical devices used principally to treat a form of urinary
incontinence. Later in 1995, the Company merged with Meadox Medicals, Inc.
("Meadox"), a leading developer, manufacturer and marketer of woven, knitted
and collagen-sealed textile vascular prostheses, and Heart Technology, Inc.
("Heart Technology"), the developer, manufacturer and marketer of a rotational
ablation system used for the treatment of atherosclerosis in coronary and
peripheral arteries. In 1996, the Company merged with EP Technologies, Inc.
("EPT"), a developer, manufacturer and marketer of electrophysiology catheters
and systems used to diagnose and treat cardiac tachyarrhythmias. In addition,
the Company acquired Symbiosis Corp. ("Symbiosis"), formerly a wholly-owned
subsidiary of American Home Products Corporation and a developer and
manufacturer of certain specialty medical devices, including the Radial Jaw(R)
and Multibite(TM) biopsy forceps marketed by the Company, and certain assets
of Endotech Ltd. and MinTec Inc. and certain related companies
("Endotech/MinTec") dedicated to the development and manufacture of stent
grafts for the repair of diseased blood vessels. Most recently, on April 8,
1997, the Company completed its merger with Target Therapeutics, Inc.
("Target"), a leading developer, manufacturer and marketer of micro-catheters
and other medical devices used to treat diseases of the neurovascular system.
The Company's growth has also been spurred by certain recent corporate
alliances. Principal among these is the strategic alliance formed in 1995
between the Company and Medinol Ltd. ("Medinol"), an Israeli company, which is
a leading developer and manufacturer of stents. Under this alliance, the
Company has the exclusive worldwide license to market Medinol's stent
products, including the NIR(TM) coronary stent, which is currently being sold
internationally and clinically tested in the United States. In January 1998, a
premarket approval application for the NIR ON(TM) Ranger(TM) Premounted Stent
System was filed, in cooperation with Medinol, with the United States Food and
Drug Administration.
S-3
<PAGE>
STRATEGY
The Company's mission is to improve the quality of patient care and the
productivity of healthcare delivery through the development and advocacy of
minimally invasive medical devices and procedures. The Company seeks to
accomplish this mission through the continuing refinement of existing products
and procedures and the investigation and development, as well as the
acquisition, of new technologies which can reduce risk, trauma, cost,
procedure time and the need for aftercare. The Company's strategy has been,
and will continue to be, to grow by identifying those specific therapeutic and
diagnostic areas which satisfy the Company's mission and provide attractive
opportunities for long-term growth and by making the investments necessary to
capitalize on these opportunities. Key elements of this strategy are as
follows:
Product Diversity. The Company offers products in numerous product
categories which are used by physicians throughout the world in a broad range
of diagnostic and therapeutic vascular and nonvascular procedures throughout
the body. The breadth and diversity of the Company's product lines permit
medical specialists to satisfy many of their minimally invasive medical device
requirements from a single source. The scope of its products and markets also
reduces the Company's vulnerability to change in the competitive, regulatory
and technological environments for any single product or market.
Product Innovation. The Company maintains an aggressive product development
program designed to introduce new products and applications on a regular
basis. The specifications and features of new products are typically developed
from market information generated through the interaction of the Company's
product management teams and sales representatives with the worldwide medical
community. The Company expedites the design and development of new products by
leveraging its proprietary core technologies and applications knowledge across
its product lines. Technological innovations developed for a particular
application are often applied to procedures used in other markets served by
the Company.
Focused Marketing. The Company markets its products through six principal
divisions: SCIMED (cardiology), Medi-Tech (radiology and neurology),
Microvasive Endoscopy (gastroenterology), Microvasive Urology (urology), EPT
(electrophysiology) and Meadox (vascular and endovascular surgery). Each of
the Company's divisions focuses on physicians who specialize in the diagnosis
and treatment of different medical conditions and offers products to satisfy
their needs. The Company believes that this focused marketing approach enables
it to develop highly knowledgeable and dedicated sales representatives and to
foster close professional relationships with physicians.
International Presence. Maintaining and expanding its international presence
is an important component of the Company's long-term growth plan. In 1997,
international sales accounted for approximately 43% of the Company's net
sales, up from approximately 40% in 1996 and 35% in 1995. Currently, the
Company operates an international manufacturing subsidiary in Ireland; direct
marketing and sales facilities in thirty countries; and distribution
arrangements in over fifty countries. Through its international presence, the
Company seeks to increase net sales and market share, accelerate the time
within which new products can be brought to market and gain access to
worldwide technological developments that may be implemented across its
product lines.
Active Participation in the Medical Community. The Company believes that it
has excellent working relationships with physicians and others in the medical
industry which enable it to gain a detailed understanding of new therapeutic
and diagnostic alternatives, and to respond quickly to the changing needs of
physicians and patients. The Company enhances its presence in the medical
community through active participation in medical meetings, by conducting
comprehensive training and educational activities and through employee-
authored articles in medical journals and textbooks. Each year numerous
scientific papers are published and presentations are made describing clinical
applications of the Company's products. The Company believes that these
activities and its advocacy positions contribute to the medical community's
understanding and adoption of minimally invasive techniques and the expansion
of these techniques into new therapeutic and diagnostic areas.
S-4
<PAGE>
Corporate Culture. Management believes that success and leadership evolve
from a motivating corporate culture which rewards achievement, respects and
values individual employees and customers, and has a long-term focus on
quality, technology, integrity and service. The Company believes that its
success is attributable in large part to the high caliber of its employees and
the Company's commitment to maintaining the values on which its success has
been based.
Strategic Acquisitions and Alliances. In recent years, the Company has
sought out strategic acquisitions, alliances and venture opportunities which
complement or expand its existing product lines or enhance its technological
position. As the healthcare environment increasingly shifts towards
consolidation and managed-care, the Company expects that it will continue to
make acquisitions and enter into strategic alliances consistent with its
corporate mission.
For additional information with respect to the Company's business, see "Item
1--Business" in the 1996 Form 10-K incorporated by reference herein.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Notes offered hereby
are estimated to be approximately $ million after deducting estimated
underwriting discounts and commissions, and estimated expenses of the
offering. A significant portion of the net proceeds from the sale of the Notes
will be used for repayment of indebtedness under the Company's commercial
paper program. The amount outstanding under the Company's commercial paper
program as of January 31, 1998 was $437 million at an average rate of 5.75%
per annum, which rate is subject to change over time. The funds borrowed by
the Company under its commercial paper program were used to finance strategic
alliances and acquisitions, facility expansions, repurchases of the Company's
stock and for other general corporate purposes. The Company may borrow
additional amounts under its revolving credit agreement in the future. The
Company expects to use the remainder of the net proceeds of this offering
principally to fund general corporate purposes.
To the extent that the net proceeds are not used immediately for the above
purposes, such funds will be invested in short and/or medium term investment
grade securities.
S-5
<PAGE>
CAPITALIZATION
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)
The following table sets forth the capitalization of the Company as of
December 31, 1997 and as adjusted to reflect the issuance of the Notes and
repayment of commercial paper. For further discussion of the Company's
capitalization, see the Company's September 1997 Form 10-Q and Notes E, F, I
and J to the Company's Consolidated Financial Statements in the 1996 Form 10-K
incorporated by reference herein.
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------
ACTUAL AS ADJUSTED
------ -----------
<S> <C> <C>
Commercial paper.......................................... $ 423 $
Bank obligations.......................................... 24 24
Obligations under capital leases.......................... 2 2
------ ------
449 26
Notes offered hereby...................................... 500
Long-term debt............................................ 46 46
Long-term obligations under capital leases................ 8 8
Stockholders' equity:
Preferred stock, $.01 par value--authorized 25,000,000
shares, none issued and outstanding......................
Common stock, $.01 par value--authorized 300,000,000
shares, 195,611,491 shares issued........................ 2 2
Additional paid-in capital................................ 433 433
Contingent stock repurchase obligation.................... 18 18
Retained earnings......................................... 706 706
Foreign currency translation adjustment................... (94) (94)
Unrealized gain on available-for-sale securities, net..... 17 17
Treasury stock, at cost--1,800,627 shares................. (96) (96)
------ ------
Total stockholders' equity................................ 986 986
------ ------
Total capitalization...................................... $1,489 $1,566
====== ======
</TABLE>
S-6
<PAGE>
SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT SHARE, PER SHARE AND RATIO AMOUNTS)
The following table sets forth selected unaudited financial data and other
operating information of the Company. The following selected unaudited
financial data of the Company for the year ended December 31, 1997 has been
derived from unaudited financial statements of the Company. The selected
unaudited financial data for the four years ended December 31, 1996 has been
derived from the Company's historical financial statements, which have been
restated for Target. The financial results of Target for these years were not
material to the Company's consolidated financial results and this acquisition
did not constitute a "significant business combination" within the meaning of
the rules of the Securities and Exchange Commission. In the fourth quarter of
1997, the Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" ("Statement 128"). All earnings per share amounts
presented have been restated to conform to Statement 128 requirements. In
addition, during the same quarter, the Company implemented Emerging Issues
Task Force No. 97-13, "Accounting for Costs Incurred in Connection with a
Consulting Contract or an Internal Project That Combines Business Process Re-
engineering and Information Technology Transformation", the effect of which is
reflected as a cumulative change in an accounting principle.
The operating results for all periods presented are not necessarily
indicative of the results that may be expected for any future periods and
reflect merger-related and special charges recorded in conjunction with the
Company's acquisitions and strategic alliances. The following data should be
read in conjunction with the consolidated financial statements (including the
notes thereto) included in the 1996 Form 10-K, the March 1997 Form 10-Q, the
June 1997 Form 10-Q and the September 1997 Form 10-Q, which are incorporated
herein by reference.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Net sales............................. $ 1,872 $ 1,551 $ 1,191 $ 933 $ 780
Gross profit.......................... 1,322 1,123 848 639 535
Selling, general and administrative
expenses............................. 688 516 392 311 333
Royalties............................. 22 17 26 26 24
Research and development expenses..... 167 135 106 86 69
Purchased research and development.... 29 110 68
Merger-related charges................ 146 32 204
Total operating expenses.............. 1,053 810 796 423 427
Operating income...................... 269 313 52 216 108
Income (loss) before cumulative effect
of change in accounting principle
(net-of-tax)......................... 160 167 (18) 142 74
Cumulative effect of change in
accounting principle (net-of-tax).... 21
Net income (loss)..................... 139 167 (18) 142 74
Income (loss) per common share before
cumulative effect of change in
accounting principle (net-of-tax):
Basic................................ $ 0.82 $ 0.86 $ (0.10) $ 0.76 $ 0.40
Assuming dilution.................... $ 0.80 $ 0.84 $ (0.10) $ 0.75 $ 0.39
Net income (loss) per common share:
Basic................................ $ 0.72 $ 0.86 $ (0.10) $ 0.76 $ 0.40
Assuming dilution.................... $ 0.70 $ 0.84 $ (0.10) $ 0.75 $ 0.39
Weighted average shares outstanding--
assuming dilution (in thousands)..... 199,888 199,353 190,787 189,563 187,283
<CAPTION>
DECEMBER 31,
----------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....................... $ 256 $ 335 $ 345 $ 475 $ 363
Total assets.......................... 1,968 1,585 1,159 1,114 840
Commercial paper...................... 423 213
Bank obligations...................... 24 28 58 89 57
Long-term debt, net of current
portion.............................. 46 4 17 4
Stockholders' equity.................. 986 995 808 794 602
Book value per common share........... $ 4.93 $ 4.99 $ 4.23 $ 4.19 $ 3.21
</TABLE>
S-7
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
OTHER DATA:
Net cash provided by operating activities............ $80 $142 $33 $104 $111
Net cash used in investing activities................ 251 401 182 56 149
Net cash provided by (used in) financing activities.. 162 199 10 77 (11)
Earnings before interest, taxes, depreciation,
amortization and cumulative effect of change in
accounting principle (EBITDA)....................... 360 381 116 268 154
</TABLE>
In addition to the merger-related charges noted in the Operating Data, the
Company also recorded $34 million and $67 million of litigation-related
charges which are reflected in selling, general and administrative expenses in
1997 and 1993, respectively.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company on a consolidated
basis for the periods indicated were as follows (unaudited):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1997 1996 1995 1994 1993
---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.................. 8.53 15.76 5.07 16.98 16.35
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and the cumulative effect of
a change in an accounting principle, plus fixed charges. "Fixed charges"
consist of interest expense, amortization of debt issuance expenses and
discount and an appropriate portion of rental expense that represents a
reasonable approximation of the interest factor.
The ratios of earnings to fixed charges for all periods presented are not
necessarily indicative of the results that may be expected for any future
periods, and reflect merger-related and special charges recorded in
conjunction with the Company's acquisitions and strategic alliances. The above
ratios should be read in conjunction with the consolidated financial
statements (including the notes thereto) included in the 1996 Form 10-K, the
March 1997 Form 10-Q, the June 1997 Form 10-Q and the September 1997 Form 10-
Q, which are incorporated herein by reference.
S-8
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set
forth in the accompanying Prospectus, to which description reference is hereby
made. Capitalized terms not defined herein have the meanings assigned to such
terms in the Prospectus.
GENERAL
The Notes offered hereby will be limited to $500,000,000 aggregate principal
amount and will mature on , 2008. The Notes will be issued pursuant to the
Indenture referred to in the accompanying Prospectus between the Company and
the Chase Manhattan Bank, as trustee (the "Trustee"). Interest at the
applicable annual rate set forth on the cover page of this Prospectus
Supplement will be payable semiannually in arrears on and ,
commencing , 1998, to the persons in whose names the Notes are registered at
the close of business on or , as the case may be, preceding such
interest payment date. Interest on the Notes will accrue from or from the
most recent interest payment date to which interest has been paid or provided
for to, but excluding, the next interest payment date. The Notes constitute a
separate series of Debt Securities under the Indenture described in the
Prospectus and will be issued in denominations of $1,000 and integral
multiples thereof.
The Notes will be unsecured and will rank on a parity with each other and
with all other unsecured and unsubordinated indebtedness of the Company.
The Notes may not be redeemed prior to maturity, and will not be subject to
any sinking fund.
The provisions described in the Prospectus under "Description of Debt
Securities--Defeasance" will be applicable to the Notes.
BOOK-ENTRY PROCEDURES
The Notes will be issued in the form of one or more fully registered Global
Securities (the "Global Securities"), which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the
"Depositary"), and registered in the name of the Depositary's nominee. Except
as set forth below, the Global Securities may be transferred, in whole or in
part, only to another nominee of the Depositary or to a successor of the
Depositary or its nominee.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company that was created to hold
securities for its participating organizations (the "Participants") and to
facilitate the clearance and settlement of securities transactions between
Participants in such securities through electronic book-entry changes in
accounts of its Participants. Participants include securities brokers and
dealers (including certain of the Underwriters), banks (including the Trustee)
and trust companies, clearing corporations and certain other organizations.
Access to the Depositary's system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("indirect participants"). Persons who are not Participants may beneficially
own securities held by the Depositary only through Participants or indirect
participants.
Pursuant to procedures established by the Depositary, (i) upon issuance of
the Notes by the Company, the Depositary will credit the accounts of
Participants designated by the Underwriters with the principal amounts of the
Notes purchased by the Underwriters, and (ii) ownership of beneficial
interests in the Global Securities will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary
(with respect to the Participants' interests), the Participants and the
indirect participants. The laws of some states require that certain persons
take physical delivery in definitive form of securities that they own.
Consequently, the ability to transfer beneficial interests in the Global
Securities is limited to such extent.
S-9
<PAGE>
So long as a nominee of the Depositary is the registered owner of the Global
Securities, such nominee for all purposes will be considered the sole owner or
holder of the corresponding Notes under the Indenture. Except as provided
below, owners of beneficial interests in the Global Securities will not be
entitled to have Notes registered in their names, will not receive or be
entitled to receive physical delivery of Notes in definitive form, and will
not be considered the owners or holders thereof under the Indenture.
The Trustee, any Paying Agent and the Security Registrar will not have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Securities, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
Principal and interest payments on the Notes registered in the name of the
Depositary's nominee will be made by the Trustee to the Depositary's nominee
as the registered owner of the Global Securities. Under the terms of the
Indenture, the Company and the Trustee will treat the persons in whose names
the Notes are registered as the owners of such Notes for the purpose of
receiving payment of principal and interest on the Notes and for all other
purposes whatsoever. Therefore, neither the Company, the Trustee nor any
Paying Agent has any direct responsibility or liability for the payment of
principal or interest on the Notes to owners of beneficial interests in the
Global Securities. The Depositary has advised the Company and the Trustee that
its present practice is, upon receipt of any payment of principal or interest,
to immediately credit the accounts of the Participants with such payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interests in the Global Securities as shown on the records of the
Depositary. Payments by Participants and indirect participants to owners of
beneficial interests in the Global Securities will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name"
and will be the responsibility of the Participants or indirect participants.
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within
90 days, the Company will issue Notes in definitive form in exchange for the
Global Securities. In addition, the Company may at any time determine not to
have the Notes represented by Global Securities and, in such event, will issue
Notes in definitive form in exchange for the Global Securities. In either
instance, an owner of a beneficial interest in the Global Securities will be
entitled to have Notes equal in principal amount to such beneficial interest
registered in its name and will be entitled to physical delivery of such Notes
in definitive form. Notes so issued in the definitive form will be issued in
denominations of $1,000 and integral multiples thereof and will be issued in
registered form only, without coupon.
S-10
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the applicable Terms Agreement, each dated , 1998, the Company has
agreed to sell to each of the Underwriters named below, for whom and
are acting as representatives (the "Representatives"), and each of the
Underwriters has severally agreed to purchase, the principal amount of the
Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Lehman Brothers Inc........................................ $
Bear, Stearns & Co. Inc....................................
Chase Securities Inc.......................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..........................................
BancBoston Securities Inc..................................
------------
Total.................................................... $500,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the
applicable Terms Agreement, the Underwriters are obligated to take and pay for
all of the Notes, if any are taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain securities dealers at such price
less a concession of % of the principal amount of the Notes. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of % of
the principal amount of the Notes to certain brokers and dealers. After the
Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Representatives.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that they currently intend to
make a market in the Notes, although the Underwriters are not obligated to do
so and may discontinue such market making at any time without notice.
Accordingly, no assurance can be given as to the liquidity of, or the trading
market for, the Notes.
In order to facilitate the offering, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the Notes during and after the offering. Specifically, the
Underwriters may over-allot or otherwise create a short position in the Notes
for their own account by selling more Notes than have been sold to them by the
Company. The Underwriters may elect to cover any such short position by
purchasing Notes in the open market. In addition, such persons may stabilize
or maintain the price of the Notes by bidding for or purchasing Notes in the
open market and may impose penalty bids, under which selling concessions
allowed to syndicate members or other broker-dealers participating in the
offering are reclaimed if Notes previously distributed in the offering are
repurchased in connection with stabilization transactions or otherwise. The
effect of these transactions may be to stabilize or maintain the market price
of the Notes at a level above that which might otherwise prevail in the open
market. The imposition of a penalty bid may also affect the price of the Notes
to the extent that it discourages resales thereof. No representation is made
as to the magnitude or effect of any such stabilization or other transactions.
Such transactions, if commenced, may be discontinued at any time.
In the ordinary course of their respective businesses, certain of the
Underwriters and their affiliates have provided, and may in the future
provide, investment banking and general financing and banking services to the
Company and certain of its affiliates. The Chase Manhattan Bank, as Trustee,
is an affiliate of Chase Securities Inc., one of the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the Company
by Shearman & Sterling, New York, New York, and for the Underwriters by Dewey
Ballantine LLP, New York, New York.
S-11
<PAGE>
PROSPECTUS
BOSTON SCIENTIFIC CORPORATION
DEBT SECURITIES
Boston Scientific Corporation ("Boston Scientific" or the "Company") may
offer from time to time in one or more series its debt securities ("Debt
Securities") having an aggregate initial public offering price or purchase
price of up to U.S. $500,000,000, or the equivalent thereof in one or more
foreign currencies or composite currencies, including European Currency Units
("ECU") and any composite currency into which the ECU is converted or which
acts as a successor to the ECU, each series of which will be offered on terms
to be determined at the time of sale. Debt Securities may be sold for U.S.
dollars, or for one or more foreign or composite currencies, and the principal
of (and premium, if any) and any interest on any Debt Securities may likewise
be payable in U.S. dollars or in one or more foreign or composite currencies.
Debt Securities of a series may be issuable as individual securities in
registered form without coupons or as one or more global securities in
registered form (each a "Global Security").
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, currency, denominations, maturity,
premium, rate (which may be fixed or floating) and time of payment of
interest, terms for redemption at the option of the Company or the holder,
terms for sinking fund payments, terms for conversion into shares of common
stock, par value $.01 per share, of the Company ("Common Stock"), the initial
public offering price and other terms in connection with the offering and sale
of the Debt Securities in respect of which this Prospectus is being delivered
are set forth in the accompanying Prospectus Supplement (the "Prospectus
Supplement").
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Debt Securities may be sold through underwriting syndicates represented
by managing underwriters, by underwriters without a syndicate, through agents
designated from time to time, or directly to institutional purchasers. The
names of any underwriters or agents of the Company involved in the sale of the
Debt Securities in respect of which this Prospectus is being delivered and any
applicable commissions or discounts are set forth in the Prospectus
Supplement. The net proceeds to the Company from such sale are also set forth
in the Prospectus Supplement.
The date of this Prospectus is October 6, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
accessed through the Commission's web site at http://www.sec.gov/ and also can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, N.W. Washington, D.C. 20549 and at
the following regional offices: Citicorp, 500 W. Madison, Suite 1400, Chicago,
Illinois 60611 and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Reports and other information concerning the Company also
can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (File No. 333-37255; together with all amendments and exhibits, the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-11083) are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997 and June 30, 1997.
3. The description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act on April 3, 1992, and any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination
of the offering of the Debt Securities shall be deemed to be incorporated by
reference in this Prospectus and made a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein or in the
accompanying Prospectus Supplement modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents that are not
specifically incorporated by reference in such documents). Written requests
should be directed to Investor Relations, Boston Scientific Corporation, One
Boston Scientific Place, Natick, Massachusetts 01760-1537. Telephone requests
may be directed to (508) 650-8000.
2
<PAGE>
THE COMPANY
Boston Scientific is a worldwide developer, manufacturer and marketer of
minimally invasive medical devices. The Company's products are used in a broad
range of interventional medical specialties, including cardiology,
gastroenterology, neuro-endovascular therapy, pulmonary medicine, radiology,
urology and vascular surgery. The Company's growth has been bolstered over the
past two years by several strategic acquisitions and alliances. Most recently,
on April 8, 1997, the Company completed its acquisition of Target
Therapeutics, Inc., a leading developer, manufacturer and marketer of micro-
catheters and other medical devices for the neuro-endovascular therapy market.
Boston Scientific's principal executive offices are located at One Boston
Scientific Place, Natick, Massachusetts 01760-1537. Its telephone number is
(508) 650-8000.
USE OF PROCEEDS
Except as may be stated otherwise in the applicable Prospectus Supplement,
the net proceeds to be received by the Company from the sale of Debt
Securities will be added to its general corporate funds and may be used to
reduce other borrowings, for acquisitions or for other business opportunities.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company on a consolidated
basis for the periods indicated were as follows (unaudited):
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30 YEAR ENDED DECEMBER 31,
----------- ----------------------------
1997 1996 1996 1995 1994 1993 1992
----- ----- ----- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.... 9.09 9.44 15.85 6.60 17.08 15.25 20.25
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes plus fixed charges. "Fixed
charges" consist of interest expense, amortization of debt issuance expenses
and discount and an appropriate portion of rental expense that represents a
reasonable approximation of the interest factor.
The unaudited interim financial information of the Company for the six
months ended June 30, 1997 and 1996 includes the results of Target
Therapeutics, Inc. ("Target") which the Company acquired on April 8, 1997 in a
stock-for-stock transaction accounted for as a pooling-of-interests. The
ratios of earnings to fixed charges for the five years ended December 31, 1996
are derived from the Company's historical financial information, which at this
time has not been restated for Target as this acquisition did not constitute a
"significant business combination" within the meaning of the rules of the
Securities and Exchange Commission, and the financial results of Target for
these years were not material to the Company's consolidated financial results.
The ratios of earnings to fixed charges for all periods presented are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1997 or any future periods, and reflect merger-related and
special charges recorded in conjunction with the Company's acquisitions and
strategic alliances. The above ratios should be read in conjunction with the
consolidated financial statements (including the notes thereto) included in
the 1996 Form 10-K, the March 1997 Form 10-Q and the June 1997 Form 10-Q,
which are incorporated herein by reference.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Debt Securities so offered will be described in the
Prospectus Supplement relating to such Debt Securities.
The Debt Securities are to be issued under an Indenture (the "Indenture")
between the Company and the Chase Manhattan Bank, as Trustee (the "Trustee").
A copy of the form of Indenture has been filed as an exhibit to the
Registration Statement. The Indenture is subject to, and governed by, the
Trust Indenture Act of 1939, as amended (the "TIA"). The following summaries
of certain provisions of the Indenture and the Debt Securities are not
complete and are qualified in their entirety by reference to the provisions of
the Indenture. Numerical references in parentheses are to sections in the
Indenture, and unless otherwise indicated capitalized terms have the meanings
given them in the Indenture.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued from time to time in series. (Section 301)
The Debt Securities will be unsecured obligations of the Company and will
rank on a parity with all other unsecured and unsubordinated indebtedness of
the Company.
The Indenture does not contain any covenants or provisions that would afford
debt holders protection in the event of a highly leveraged transaction.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for a description of the terms of
such Debt Securities in respect of which this Prospectus is being delivered,
including, where applicable: (i) the title of such Debt Securities; (ii) any
limit on the aggregate principal amount of such Debt Securities; (iii) the
date or dates, or the method by which such date or dates will be determined or
extended, on which the principal of such Debt Securities is payable; (iv) the
rate or rates at which such Debt Securities shall bear interest, if any, or
the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue, or the method by which such date or
dates shall be determined, the Interest Payment Dates on which such interest
shall be payable and the Regular Record Date, if any, for the interest payable
on any Registered Security on any Interest Payment Date, or the method by
which such date or dates shall be determined, and the basis upon which
interest shall be calculated if other than on the basis of a 360-day year of
twelve 30-day months; (v) the place or places, if any, other than or in
addition to the Borough of Manhattan, The City of New York, where the
principal of (and premium, if any) and interest, if any, on such Debt
Securities shall be payable, where any Registered Securities of the series may
be surrendered for registration of transfer, where such Debt Securities may be
surrendered for exchange, where such Debt Securities that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable and,
if different than the location specified in Section 106 of the Indenture, the
place or places where notices or demands to or upon the Company in respect of
such Debt Securities and the Indenture may be served; (vi) the period or
periods within which, the price or prices at which, the currency in which, and
other terms and conditions upon which such Debt Securities may be redeemed, in
whole or in part, at the option of the Company, if the Company is to have that
option; (vii) the obligation, if any, of the Company to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods
within which, the price or prices at which, the currency in which, and other
terms and conditions upon which such Debt Securities shall be redeemed, repaid
or purchased, in whole or in part, pursuant to such obligation; (viii) if
other than denominations of $1,000 and any integral multiple thereof, the
denomination or denominations in which any Registered Securities of the series
shall be issuable and, if other than denominations of $5,000, the denomination
or denominations in which any Bearer Securities of the series shall be
issuable; (ix) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent; (x)
4
<PAGE>
if other than the principal amount thereof, the portion of the principal
amount of such Debt Securities that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502 of the Indenture
or the method by which such portion shall be determined; (xi) if other than
U.S. dollars, the currency in which payment of the principal of (or premium,
if any) or interest, if any, on such Debt Securities shall be payable or in
which such Debt Securities shall be denominated and the particular provisions
applicable thereto in accordance with, in addition to or in lieu of any of the
provisions of Section 312 of the Indenture; (xii) whether the amount of
payments of principal of (or premium, if any) or interest, if any, on such
Debt Securities may be determined with reference to an index, formula or other
method (which index, formula or method may be based, without limitation, on
one or more currencies, commodities, equity indices or other indices), and the
manner in which such amounts shall be determined; (xiii) whether the principal
of (or premium, if any) or interest, if any, on such Debt Securities are to be
payable, at the election of the Company or a Holder thereof, in a currency
other than that in which such Debt Securities are denominated or stated to be
payable, the period or periods within which (including the Election Date), and
the terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the currency in which such
Debt Securities are denominated or stated to be payable and the currency in
which such Debt Securities are to be so payable, in each case in accordance
with, in addition to or in lieu of any of the provisions of Section 312 of the
Indenture; (xiv) the designation of the initial Exchange Rate Agent, if any;
(xv) the applicability, if any, of Sections 1402 and/or 1403 of the Indenture
to such Debt Securities and any provisions in modification of, in addition to
or in lieu of any of the provisions of Article Fourteen of the Indenture that
shall be applicable to such Debt Securities; (xvi) provisions, if any,
granting special rights to the Holders of such Debt Securities upon the
occurrence of such events as may be specified; (xvii) any deletions from,
modifications of or additions to the Events of Default or covenants (including
any deletions from, modifications of or additions to Section 1011 of the
Indenture) of the Company with respect to such Debt Securities, whether or not
such Events of Default or covenants are consistent with the Events of Default
or covenants set forth herein; (xviii) whether such Debt Securities are to be
issuable as Registered Securities, Bearer Securities (with or without coupons)
or both, any restrictions applicable to the offer, sale or delivery of Bearer
Securities, whether any such Debt Securities are to be issuable initially in
temporary global form and whether any such Debt Securities are to be issuable
in permanent global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 305 of
the Indenture, whether Registered Securities of the series may be exchanged
for Bearer Securities of the series (if permitted by applicable laws and
regulations), whether Bearer Securities of the series may be exchanged for
Registered Securities of such series, and the circumstances under which and
the place or places where any such exchanges may be made and if Securities of
the series are to be issuable in global form, the identity of any initial
depository therefor; (xix) the date as of which any Bearer Securities of the
series and any temporary global Security representing Outstanding Securities
of the series shall be dated if other than the date of original issuance of
the first Security of the series to be issued; (xx) the Person to whom any
interest on any Registered Security of the series shall be payable, if other
than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, the manner in which, or the Person to whom, any interest on
any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any
interest payable on a temporary global Security on an Interest Payment Date
will be paid if other than in the manner provided in Section 304 of the
Indenture; (xxi) if such Debt Securities are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and/or terms of such certificates,
documents or conditions; (xxii) if such Debt Securities are to be issued upon
the exercise of warrants, the time, manner and place for such Debt Securities
to be authenticated and delivered; (xxiii) whether, under what circumstances
and the currency in which the Company will pay Additional Amounts as
contemplated by Section 1005 of the Indenture on such Debt Securities to any
Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Debt Securities rather than pay such Additional Amounts (and the terms of any
such
5
<PAGE>
option); (xxiv) if such Debt Securities are to be convertible into or
exchangeable for any securities of any Person (including the Company), the
terms and conditions upon which such Debt Securities will be so convertible or
exchangeable; and (xxv) any other terms, conditions, rights and preferences
(or limitations on such rights and preferences) relating to the series (which
terms shall not be inconsistent with the requirements of the Trust Indenture
Act or the provisions of the Indenture). (Section 301)
With respect to Debt Securities of any series denominated in U.S. dollars,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than the Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination
of $5,000, unless otherwise provided in the applicable Prospectus Supplement.
(Section 302) The Prospectus Supplement relating to a series of Debt
Securities denominated in a composite currency or any currency other than U.S.
dollars will specify the denominations thereof.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. One or more series of
Debt Securities may be floating rate debt securities which are exchangeable
for fixed rate debt securities. Federal income tax consequences and special
considerations applicable to any such series will be described in the
Prospectus Supplement relating thereto.
Unless otherwise provided as contemplated by Section 301 of the Indenture
with respect to such Debt Securities, interest, if any, on any Registered
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002 of the Indenture;
provided, however, that each installment of interest, if any, on any
Registered Security may at the Company's option be paid by (i) mailing a check
for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 309 of the Indenture, to the address of such
Person as it appears on the Security Register or (ii) transfer to an account
located in the United States maintained by the payee.
Debt Securities (other than Global Securities) may be presented for
exchange, and registered Debt Securities may be presented for transfer, in the
manner, at the places, and subject to the restrictions set forth in the
Indenture and the Debt Securities and described in the applicable Prospectus
Supplement. No service charge will be made for any transfer or exchange of the
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 305)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more fully registered Global Securities that will be deposited
with, or on behalf of, a depositary (the "Depositary") identified in the
Prospectus Supplement relating to such series. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive registered
form, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor. (Sections 304 and 305)
The specific terms of the Depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
apply to all Depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such
6
<PAGE>
Global Security to the accounts of persons that have accounts with such
Depositary ("participants"). The accounts to be credited shall be designated
by the underwriters or agents with respect to such Debt Securities or by the
Company if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants.
Ownership of participant's interests in a Global Security will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositary for such Global Security. Ownership of beneficial
interests in a Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by participants or
persons that hold through participants. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a
Global Security will not be entitled to have Debt Securities of the series
represented by such Global Security registered in their names, will not
receive or be entitled to receive physical delivery of Debt Securities of such
series in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Principal, premium, if any, and any interest payments on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of a
Global Security representing such Debt Securities. None of the Company, the
Trustee, any Paying Agent or the Security Registrar for such Debt Securities
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
the Global Security or Securities for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. (Section 309)
The Company expects that the Depositary for a series of Debt Securities,
upon receipt of any payment of principal, premium or interest, will credit
immediately participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of the Global
Security or Securities for such Debt Securities as shown on the records of
such Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Global Security or Securities held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
Further, if the Company so specifies with respect to the Debt Securities of
a series, an owner of a beneficial interest in a Global Security representing
Debt Securities of such series may, on terms acceptable to the Company,
receive Debt Securities of such series in definitive form. In any such
instance, an owner of a beneficial interest in a Global Security will be
entitled to have Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest registered in
its name and will be entitled to physical delivery of such Debt Securities in
definitive form. (Section 305)
EVENTS OF DEFAULT
The Indenture provides that the following shall constitute Events of Default
with respect to any series of Debt Securities thereunder: (i) default in the
payment of any interest on any Debt Security of such series, or any related
coupon, when such interest or coupon becomes due and payable, and continuance
of such default for a period of 30 days; (ii) default in the payment of the
principal of (or premium, if any, on) any Debt Security of such series at its
Maturity and continuance of such default for a period of five Business Days;
(iii) default in the deposit of any sinking fund payment, when and as due by
the terms of the Debt Securities of such series and Article Twelve of the
Indenture and continuance of such default for a period of five business days;
(iv) default
7
<PAGE>
in the performance, or breach, of any covenant or agreement of the Company in
the Indenture which affects or is applicable to Debt Securities of such series
(other than a default in the performance, or breach of a covenant or agreement
which is specifically dealt with elsewhere in Section 501 of the Indenture,
and continuance of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of all Outstanding Securities of such series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" under the Indenture; (v) the entry
of a decree or order by a court having jurisdiction in the premises adjudging
the Company as bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company under the Federal Bankruptcy Code or any other
applicable federal or state law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; (vi) the
institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under the Federal Bankruptcy Code or any
other applicable federal or state law, or the consent by it to the filing of
any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due; and (vii) any other Event of
Default provided with respect to Debt Securities of such series. (Section 501)
No Event of Default with respect to a particular series of Debt Securities
issued under the Indenture necessarily constitutes an Event of Default with
respect to any other series of Debt Securities issued thereunder.
The Indenture provides that if an Event of Default specified in (i), (ii),
(iii), (iv) or (vii) above shall occur and be continuing, either the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of such series may declare the principal of all such Debt
Securities (or in the case of Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount thereof as may be specified
in the terms thereof) to be due and payable immediately. If an Event of
Default specified in (v) or (vi) above shall occur and be continuing, then the
principal of all such Debt Securities (or in the case of Original Issue
Discount Securities or Indexed Securities, such portion of the principal
amount thereof as may be specified in the terms thereof) shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or any Holder. In certain cases, the Holders of a majority in
principal amount of the outstanding Debt Securities of any series may on
behalf of the Holders of all such Debt Securities rescind and annul a
declaration of acceleration. (Section 502)
The Indenture provides that the Trustee shall not be liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
the Indenture. (Section 507) The Indenture provides that no Holder of Debt
Securities of any series may institute any proceedings, judicial or otherwise,
to enforce the Indenture except in the case of failure of the Trustee
thereunder, for 60 days, to act after it has received a request to enforce
such Indenture by the Holders of at least 25% in aggregate principal amount of
the then Outstanding Debt Securities of such series (in the case of an Event
of Default specified in (i), (ii), (iii), (iv) or (vii) above) or a request to
enforce such Indenture by the Holders of at least 25% in aggregate principal
amount of all of the Debt Securities then Outstanding (in the case of an Event
of Default specified in (v) or (vi) above), and an offer of reasonable
indemnity. (Section 507) This provision will not prevent any Holder of Debt
Securities from enforcing payment of the principal thereof (and premium, if
any) and interest thereon at the respective due dates thereof. (Section 508)
The Holders of a majority in aggregate principal amount of the Debt Securities
of any series then outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it with respect to the Debt
Securities of such series. The Trustee may, however, refuse to follow any
direction that it determines may not lawfully be taken or would be illegal or
in conflict with the Indenture or involve it in personal liability or which
would be unjustly prejudicial to Holders not joining therein. (Section 512)
8
<PAGE>
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to any series of Debt Securities
thereunder, give to the Holders of Debt Securities of such series notice of
such default, if such default has not been cured or waived. (Section 601)
Except in the case of a default in the payment of principal of (or premium, if
any) or interest on, or in the payment of any sinking fund installment in
respect of, any Debt Securities of such series, the Trustee shall be protected
in withholding such notice if it determines in good faith that the withholding
of such notice is in the interest of the Holders of the Debt Securities of
such series. (Section 601)
The Company will be required to file with the Trustee annually an Officers'
Certificate as to compliance with all conditions and covenants under the terms
of the Indenture. (Section 1004)
MODIFICATION AND WAIVER
Modifications of and amendments to the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the outstanding Debt Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby: (i) change the Stated Maturity of the principal of
(or premium, if any) or any installment of interest on any Debt Security of
such series, or reduce the principal amount thereof (or premium, if any) or
the rate of interest, if any, thereon, or change any obligation of the Company
to pay Additional Amounts contemplated by Section 1005 of the Indenture
(except as contemplated by Section 801(1) and permitted by Section 901(1) of
the Indenture), or reduce the amount of the principal of an Original Issue
Discount Security of such series that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 of
the Indenture or the amount thereof provable in bankruptcy pursuant to Section
504 of the Indenture, or adversely affect any right of repayment at the option
of any Holder of any Debt Security of such series, or change any Place of
Payment where, or the currency in which, any Debt Security of such series or
any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or Repayment Date, as the case may
be), or adversely affect any right to convert or exchange any Debt Security as
may be provided pursuant to Section 301 of the Indenture; (ii) reduce the
percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required for any supplemental
indenture, for any waiver of compliance with certain provisions of the
Indenture which affect such series or certain defaults applicable to such
series thereunder and their consequences provided for in the Indenture, or
reduce the requirements of Section 1504 of the Indenture for quorum or voting
with respect to Debt Securities of such series; or (iii) modify any of the
provisions of Sections 902, 513 or 1011 of the Indenture, except to increase
any such percentage or to provide that certain other provisions of the
Indenture which affect such series cannot be modified or waived without the
consent of the Holder of each Outstanding Debt Security affected thereby.
(Section 902)
The Company may, with respect to any series of Debt Securities, omit in any
particular instance to comply with any term, provision or condition which
affects such series set forth in Section 803 or Sections 1006 to 1010,
inclusive, of the Indenture or, as specified pursuant to Section 301(15) of
the Indenture for Debt Securities of such series, in any covenants of the
Company added to Article Ten pursuant to Section 301(14) or Section 301(15) of
the Indenture in connection with Debt Securities of such series, if the
Holders of at least a majority in principal amount of all Outstanding Debt
Securities affected by such term, provision or condition, by Act of such
Holders, waive such compliance in such instance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee to Holders of Debt Securities of such series in respect of any such
term, provision or condition shall remain in full force and effect. (Section
1010) The Holders of a majority in principal amount of the outstanding Debt
Securities of each series (in the case of an Event of Default specified in
(i), (ii), (iii), (iv) or (vii) in "Events of Default," above) or the Holders
of a majority in principal amount of all of the Debt Securities then
Outstanding (in the case of an Event of Default specified in (v) or (vi) in
"Events of Default," above) may, on behalf of all such Holders,
9
<PAGE>
waive any past default under the Indenture with respect to Debt Securities of
that series except a default in the payment of the principal of (or premium,
if any) or any interest on any Debt Security of that series and except a
default in respect of a covenant or provision the modification or amendment of
which would require the consent of the Holder of each outstanding Debt
Security affected thereby. (Section 513)
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
The Company shall not enter into any merger, consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose
of, all or substantially all of its property, business or assets, except: (i)
any Subsidiary of the Company may be merged or consolidated with or into the
Company (provided that the Company shall be the continuing or surviving
corporation) or with or into any one or more wholly owned Subsidiaries of the
Company (provided that the wholly owned Subsidiary or Subsidiaries shall be
the continuing or surviving corporation); (ii) the Company or any wholly owned
Subsidiary of the Company may sell, lease, transfer or otherwise dispose of
any or all of its assets (upon voluntary liquidation or otherwise) to the
Company or any other wholly owned Subsidiary of the Company or may sell,
lease, transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the
Company for fair market value; (iii) any non-wholly owned Subsidiary of the
Company may sell, lease, transfer or otherwise dispose of any or all of its
assets (upon voluntary liquidation or otherwise) to the Company or any wholly
owned Subsidiary of the Company for fair market value or may sell, lease,
transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to any other non-wholly owned Subsidiary of the
Company; and (iv) the Company or any Subsidiary of the Company may be merged
or consolidated with or into another Person; provided that no Default or Event
of Default shall have occurred and be continuing or would occur as a result
thereof; and provided further that if the Company shall not be the continuing
or surviving corporation, such continuing or surviving corporation shall
succeed to the Indenture. (Sections 801 and 802)
LIMITATION ON LIENS
The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien upon
any of its property, assets or revenues, whether now owned or hereafter
acquired, except for: (i) Liens for taxes not yet due or which are being
contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the Company or
its Subsidiaries, as the case may be, in conformity with GAAP; (ii) carriers',
warehousemen's, mechanics', materialmen's, repairmen's or other like Liens
arising in the ordinary course of business which are not overdue for a period
of more than 60 days or which are being contested in good faith by appropriate
proceedings; (iii) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation and
deposits securing liability to insurance carriers under insurance or self-
insurance arrangements; (iv) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business; (v) easements, rights-of-
way, restrictions and other similar encumbrances incurred in the ordinary
course of business which, in the aggregate, are not substantial in amount and
which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the Company or such Subsidiary; (vi) Liens in existence on the
date of the first issuance by the Company of Debt Securities issued pursuant
to the Indenture, provided that no such Lien is spread to cover any additional
property after such date and that the amount of Debt secured thereby is not
increased; (vii) Liens securing Debt of the Company and its Subsidiaries
incurred to finance the acquisition of fixed or capital assets, provided that
(A) such Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (B) such Liens do not at any time
encumber any property other than the property financed by such Debt and (C)
the amount of Debt secured thereby is not increased; (viii) Liens on the
property or assets of a corporation which becomes a Subsidiary after the date
hereof, provided that (A) such Liens existed at the time such corporation
became a Subsidiary and were not created in anticipation thereof, (B) any such
Lien is not spread to cover any property or assets or such corporation after
the time such corporation
10
<PAGE>
becomes a Subsidiary, and (C) the amount of Debt secured thereby is not
increased; and (ix) Liens (not otherwise permitted hereunder) (A) which secure
obligations not exceeding (as to the Company and all Subsidiaries) the greater
of $100,000,000 or 15% of Consolidated Tangible Net Worth, in each case in
aggregate amount at any time outstanding or (B) with respect to which the
Company effectively provides that the Debt Securities Outstanding hereunder
are secured equally and ratably with (or, at the option of the Company, prior
to) the Debt secured by such Lien. (Section 1009)
DEFEASANCE
If so specified in the Prospectus Supplement with respect to Debt Securities
of any series, the Company, at its option, (i) will be discharged from any and
all obligations in respect of the Debt Securities of such series (except for
certain obligations to register the transfer or exchange of Debt Securities of
such series, replace stolen, lost or mutilated Debt Securities of such series,
maintain Paying Agencies, and hold money for payment in trust) or (ii) will
not be subject to the covenants in Sections 801 and 802 and Sections 1006
through 1110 of the Indenture and any other specified covenants with respect
to the Debt Securities of such series, in each case if the Company deposits
with the Trustee, in trust, money or Government Obligations which through the
payment of interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay all the principal
(including any mandatory sinking fund payments) of, and interest on, the
Outstanding Debt Securities of such series on the dates such payments are due
in accordance with the terms of such Debt Securities. To exercise any such
option, the Company is required to deliver to the Trustee an Opinion of
Counsel to the effect that the deposit and related defeasance would not cause
the Holders of the Debt Securities of such series to recognize income, gain or
loss for federal income tax purposes and, in the case of a discharge pursuant
to clause (i), either a ruling to such effect received from or published by
the United States Internal Revenue Service or an opinion that there has been a
change in applicable federal income tax law to such effect. The Company would
also be required to deliver to the Trustee an Officer's Certificate stating
that no Event of Default with respect to the Debt Securities of such series
has occurred and is continuing. (Sections 1401-1404)
CONVERSION RIGHTS
The terms and conditions, if any, upon which any of the Debt Securities are
convertible into Common Stock will be set forth in the applicable Prospectus
Supplement relating thereto. Such terms will include the amount of Common
Stock into which the Debt Securities are convertible, the conversion price (or
manner of calculation thereof), the conversion period, provisions as to
whether conversions will be at the option of the holders of the Debt
Securities or the Company, the events requiring an adjustment of the
conversion price, provisions affecting conversion in the event of the
redemption of such Debt Securities and any restrictions on conversion.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) through agents; or (iii) directly to a limited
number of purchasers or to a single purchaser. The Prospectus Supplement with
respect to each series of Debt Securities will set forth the terms of the
offering of the Debt Securities of such series, including the name or names of
any underwriters, the purchase price of such Debt Securities, the proceeds to
the Company from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price,
any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which the Debt Securities of such series may be
listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price, or at varying prices determined at the time of sale.
The Debt Securities may be offered to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to
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<PAGE>
purchase Debt Securities will be subject to certain conditions precedent and
the underwriters will be obligated to purchase all the Debt Securities of a
series if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer
or sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
entities to purchase Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date. Such
contracts will be subject only to those conditions set forth in the Prospectus
Supplement. The Prospectus Supplement will set forth commissions payable for
solicitation of such contracts.
Agents and underwriters may from time to time purchase and sell Debt
Securities in the secondary market, but are not obligated to do so, and there
can be no assurance that there will be a secondary market for the Debt
Securities or liquidity in the secondary market if one develops.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribution with respect to payments which the agents or
underwriters may be required to make in respect thereof. Agents and
underwriters may be customers of, engage in transactions with or perform
services for the Company or its affiliates in the ordinary course of business.
EXPERTS
The consolidated financial statements of Boston Scientific incorporated by
reference and the schedule included in Boston Scientific's Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon and
incorporated herein by reference, which, as to the year 1994, is based in part
on the reports of Deloitte & Touche LLP, independent auditors, Arthur Andersen
LLP, independent public accountants, and Price Waterhouse LLP, independent
accountants, incorporated by reference herein. Such consolidated financial
statements and schedule are incorporated by reference in reliance upon such
reports given upon the authority of such firms as experts in auditing and
accounting.
The financial statements of SCIMED Life Systems, Inc., not separately
presented in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, whose report thereon has been incorporated by reference
herein. Such financial statements, to the extent they have been included in
Boston Scientific's financial statements, as referred to above, have been so
included in reliance on such report given upon the authority of such firm as
experts in auditing and accounting.
The financial statements of Heart Technology, Inc., not separately presented
in this Prospectus, have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is incorporated by reference. Such financial
statements, to the extent they have been included in the financial statements
of Boston Scientific, as referred to above, have been so included in reliance
on their report given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Meadox Medicals, Inc., not separately presented
in this Prospectus, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect hereto
12
<PAGE>
which has been incorporated by reference herein. Such financial statements, to
the extent they have been included in Boston Scientific's financial
statements, as referred to above, have been so included in reliance therein
upon the authority of said firm as experts in auditing and accounting in
giving said reports.
LEGAL OPINIONS
The validity of the Debt Securities offered hereby will be passed on for the
Company by Shearman & Sterling, New York, New York.
13
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PRO-
SPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUP-
PLEMENT OR AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUP-
PLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CON-
TAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
PROSPECTUS SUPPLEMENT
Note Regarding Forward-Looking Statements.................................. S-2
The Company................................................................ S-3
Use of Proceeds............................................................ S-5
Capitalization............................................................. S-6
Selected Unaudited Consolidated Financial Data............................. S-7
Ratios of Earnings to Fixed Charges........................................ S-8
Description of Notes....................................................... S-9
Underwriting............................................................... S-11
Legal Opinions............................................................. S-11
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratios of Earnings to Fixed Charges........................................ 3
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 11
Experts.................................................................... 12
Legal Opinions............................................................. 13
</TABLE>
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$500,000,000
BOSTON SCIENTIFIC CORPORATION
% NOTES
DUE , 2008
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PROSPECTUS SUPPLEMENT
, 1998
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LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
MERRILL LYNCH & CO.
BANCBOSTON SECURITIES INC.
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