<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2000
FILE NO. 333-____________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BOSTON SCIENTIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2695240
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE BOSTON SCIENTIFIC PLACE
NATICK, MASSACHUSETTS 01760-1537
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
2000 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
PAUL W. SANDMAN
SENIOR VICE-PRESIDENT, SECRETARY AND GENERAL COUNSEL
BOSTON SCIENTIFIC CORPORATION
ONE BOSTON SCIENTIFIC PLACE
NATICK, MASSACHUSETTS 01760-1537
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(508) 650-8000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(*) Aggregate Offering Price(*) Registration Fee
---------------- ---------- ------------------ --------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 20,000,000 Shares $26.594 $531,880,000 $140,416
$.01 par value
</TABLE>
* This estimate is made pursuant to Rule 457((h) solely for the purpose
of determining the registration fee. It is not known how many shares will be
purchased under the Boston Scientific Corporation 2000 Long-Term Incentive Plan,
or at what price such shares will be purchased. The above calculation is based
on the offering of 20,000,000 shares at a purchase price of $26.594 per share,
which is the average of the high and low prices of the Registrant's Common Stock
as reported in the New York Stock Exchange Composite on May 5, 2000.
Page 1 of 13
Exhibit Index Appears on Page 10
<PAGE> 2
This Registration Statement registers shares available for issuance under the
Registrant's 2000 Long-Term Incentive Plan, approved by shareholders of the
Registrant on May 9, 2000.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1: Plan Information.*
Item 2: Registrant Information and Employee Plan Annual Information.*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
2
<PAGE> 3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed by the Registrant with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999; and
2. The descriptions of the Common Stock as set forth in the
Registrant's Registration Statements pursuant to Section
12 of the Exchange Act, and any amendment or report filed
for the purposes of updating any such description.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filling of such documents.
3
<PAGE> 4
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Legal matters in connection with the issuance of Common Stock
offered hereby have been passed upon for the Registrant by Lawrence J. Knopf,
Vice President, Assistant General Counsel and Assistant Secretary of the
Company. Mr. Knopf holds shares and options to purchase shares of the
Registrant's Common Stock and is compensated by the Registrant as an officer of
the Registrant.
Item 6: Indemnification of Directors and Officers
Generally, Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a Delaware corporation to indemnify any person for claims
arising against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation. If the claim is a criminal action,
indemnification may be available only if the person had no reasonable cause to
believe his or her conduct was unlawful. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.
A Delaware corporation may also indemnify persons against expenses
(including attorneys' fees) incurred for actions brought by or on behalf of the
corporation subject to the conditions discussed above, except that no
indemnification is permitted in respect of any claim as to which the person
shall have been found to be liable to the corporation unless a court determines
that, in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity. To the extent the person is successful in
defending the claim, the corporation may indemnify the person against expenses
(including attorneys' fees) actually and reasonably incurred. The
indemnification and advancement of expenses provided for in Section 145 is not
exclusive of any other rights to which the person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
Section 145 of the DGCL also provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by the statute. The Registrant maintains reasonable levels of
insurance against liabilities for indemnification which it may incur under its
Certificate of Incorporation, By-laws and indemnification agreements.
Article Tenth of the Registrant's Certificate of Incorporation
provides that the Registrant will indemnify, defend and hold harmless directors,
officers, employees and agents of the Registrant to the fullest extent currently
permitted under the DGCL.
4
<PAGE> 5
In addition, Article Ninth of the Registrant's Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant nor its stockholders may recover damages from the Registrant's
directors for a breach of their fiduciary duty in the performance of their
duties as directors of the Registrant, unless the breach relates to (i) the
director's duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the DGCL or (iv) any transactions for which the director
derived an improper benefit. The Registrant's By-laws provide for
indemnification of the Registrant's directors, officers, employees and agents on
the terms permitted under Section 145 of the DGCL summarized above.
The Registrant has entered into indemnification agreements
with its directors and executive officers. These agreements provide rights of
indemnification that are substantially similar to those provided by the
Registrant's Certificate of Incorporation and By-laws. Additionally, the
agreements provide that (i) within thirty days of a written demand for
indemnification, and within five business days of a request for an advance of
expenses, the Registrant shall either make payment or determine that the
relevant standards for indemnification have not been met; (ii) in any action
brought by an indemnitee to enforce the right to indemnification or advances,
the burden of proving that any indemnification or advance is not appropriate
shall be on the Registrant; (iii) neither the timing of the Registrant's
decision whether to indemnify nor any determination by the Registrant shall
create any presumption that the indemnitee has not met the applicable standards;
and (iv) the indemnitee's expenses incurred in bringing an action to recover
expenses under any directors' and officers' liability insurance policies
maintained by the Registrant shall also be indemnified by the Registrant.
Item 7: Exemption From Registration Claimed.
Not applicable.
5
<PAGE> 6
Item 8: Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1 Second Restated Certificate of Incorporation of the
Registrant, as amended (Exhibit 3.1, Annual Report on Form
10-K for the year ended December 31, 1993, Exhibit 3.2, Annual
Report on Form 10-K for the year ended December 31, 1994, and
Exhibit 3.3, Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-11083).
4.2 Restated By-Laws of the Registrant, incorporated by reference
to Exhibit 3.2 to the Registration Statement on Form S-1 of
the Registrant (Reg. No. 33-46980).
4.3 Specimen certificate representing Boston Scientific Common
Stock, incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-1 of the Registrant (Reg. No.
33-46980).
*5.1 Opinion and Consent of Assistant General Counsel as to the
legality of the securities being registered.
10.1 Boston Scientific Corporation 2000 Long-Term Incentive Plan
(Exhibit 10.20, Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 1-11083).
*23.1 Consent of Ernst & Young LLP.
23.2 Consent of Assistant General Counsel (contained in his opinion
filed as Exhibit 5.1).
24 Power of Attorney (contained on the signature page of this
Registration Statement).
* Filed herewith
6
<PAGE> 7
Item 9: Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Natick, The Commonwealth of Massachusetts on the 9th
day of May, 2000.
BOSTON SCIENTIFIC CORPORATION
By: /s/ Lawrence C. Best
---------------------------------------------
Lawrence C. Best
Senior Vice President - Finance and
Administration, and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and Directors of Boston
Scientific Corporation, hereby severally constitute and appoint Paul W. Sandman,
Lawrence J. Knopf and Winifred L. Swan, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below the Registration Statement
on Form S-8 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and Directors to
enable Boston Scientific Corporation to comply with the provisions of the
Securities Act, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures, as they may be signed by our
said attorneys or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John E. Abele
- -------------------------------------
John E. Abele Director, Founder May 9, 2000
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C> <C>
/s/ Lawrence C. Best
- -------------------------------------
Lawrence C. Best Senior Vice President - Finance and May 9, 2000
Administration, and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ Joseph A. Ciffolillo May 9, 2000
- ------------------------------------
Joseph A. Ciffolillo Director
/s/ Joel L. Fleishman May 9, 2000
- ----------------------------------------
Joel L. Fleishman Director
/s/ Ray J. Groves May 9, 2000
- ------------------------------------
Ray J. Groves Director
/s/ Lawrence L. Horsch May 9, 2000
- ----------------------------------------
Lawrence L. Horsch Director
/s/ N.J. Nicholas, Jr.
- -------------------------------------
N.J. Nicholas, Jr. Director May 9, 2000
/s/ Pete Nicholas
- -------------------------------------
Pete Nicholas Director, Founder and Chairman of the May 9, 2000
Board,
/s/ John E. Pepper
- -------------------------------------
John E. Pepper Director May 9, 2000
/s/ Warren B. Rudman
- -------------------------------------
Warren B. Rudman Director May 9, 2000
/s/ James R. Tobin
- -------------------------------------
James R. Tobin Director, President and Chief
Executive Officer (Principal May 9, 2000
Executive Officer)
</TABLE>
9
<PAGE> 10
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description of Documents Page No.*
- ----------- ------------------------ ---------
<S> <C> <C>
3.1 Second Restated Certificate of Incorporation of the Registrant, as
amended (Exhibit 3.1, Annual Report on Form 10-K
for the year ended December 31, 1993, Exhibit 3.2,
Annual Report on Form 10-K for the year ended
December 31, 1994, and Exhibit 3.3, Annual Report
on Form 10-K for the year ended December 31, 1998,
File No. 1-11083).
3.2 Restated By-Laws of the Registrant, incorporated by reference to
Exhibit 3.2 to the Registration Statement on Form S-1 of the
Registrant (Reg. No. 33-46980).
4.1 Specimen certificate representing Boston Scientific Common Stock,
incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1 of the Registrant (Reg. No. 33-46980).
*5.1 Opinion and Consent of Assistant General Counsel as to the legality 11
of the securities being registered.
10.1 Boston Scientific Corporation 20000 Long-Term Incentive Plan
(Exhibit 10.20, Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 1-11083).
*23.1 Consent of Ernst & Young LLP. 13
23.2 Consent of Assistant General Counsel (contained in his opinion filed
as Exhibit 5.1)
24 Power of Attorney (contained in the signature page of this
Registration Statement).
</TABLE>
10
<PAGE> 1
EXHIBIT 5.1
May 9, 2000
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
RE: BOSTON SCIENTIFIC CORPORATION
2000 LONG-TERM INCENTIVE PLAN
Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission on
or about May 9, 2000 (the "Registration Statement"), of 20,000,000 shares (the
"Shares") of the Common Stock, par value $.01 per share (the "Common Stock"), of
Boston Scientific Corporation, a Delaware corporation (the "Company"), which
have been or will be issued pursuant to the Company's 2000 Long-Term Incentive
Plan (the "Plan").
I have acted as counsel to the Company in connection with the foregoing
registration of the Shares. I or attorneys in my office have examined and relied
upon the originals or copies, certified or otherwise identified to our
satisfaction, of such records, instruments, certificates, memoranda and other
documents as we have deemed necessary or advisable for purposes of this opinion
and have assumed, without independent inquiry, the accuracy of those documents.
In that examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all documents reviewed by me or by attorneys in
my office as copies, the authenticity and completeness of all original documents
reviewed by me or by attorneys in my office in original or copy form and the
legal competence of each individual executing such documents. I have further
assumed that all options and shares granted or to be granted pursuant to the
Plan were or will be validly granted in accordance with the terms of the Plan
and that all Shares to be issued upon exercise of such options will be issued in
accordance with such options and the Plan.
<PAGE> 2
Boston Scientific Corporation
May 9, 2000
Page -2-
Based upon the foregoing, I am of the opinion that, upon the issuance and
delivery of the Shares in accordance with the terms of such options and the
Plan, and as described in the Registration Statement, the Shares will be legally
issued, fully paid and non-assessable shares of the Company's Common Stock.
This opinion is limited solely to the Delaware General Corporation Law.
I consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Lawrence J. Knopf
------------------------------------
Lawrence J. Knopf
Vice President, Assistant Secretary
and Assistant General Counsel
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Boston Scientific Corporation 2000 Long-Term Incentive
Plan of our report dated February 4, 2000, with respect to the consolidated
financial statements of Boston Scientific Corporation incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31, 1999 and the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
Ernst & Young LLP
Boston, Massachusetts
May 4, 2000
