UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 2009
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in charter)
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| DELAWARE
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1-11083
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04-2695240 |
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| (State or
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(Commission file number)
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(IRS employer identification no.) |
| other jurisdiction incorporation) |
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| One Boston Scientific Place, Natick, Massachusetts
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01760-1537 |
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| (Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number, including area code: (508) 650-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
fling obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 10, 2009, Boston Scientific Corporation (the “Company”) entered into an Underwriting
Agreement, dated December 10, 2009, as supplemented by the Terms Agreement, dated December 10, 2009
(as so supplemented, the “Underwriting Agreement”), among the Company and Banc of America
Securities LLC, Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc., as representatives
of the underwriters named in the Underwriting Agreement (the “Underwriters”), whereby the Company
agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions
set forth therein, $850,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due
2015 (the “2015 Notes”), $850,000,000 aggregate principal amount of the Company’s 6.000% Senior
Notes due 2020 (the “2020 Notes”) and $300,000,000 aggregate principal amount of the Company’s
7.375% Senior Notes due 2040 (the “2040 Notes” and, together with the 2015 Notes and the 2020
Notes, the “Notes”) under the Company’s existing shelf registration statement. The Underwriting
Agreement contains customary representations, warranties and agreements of the Company and
customary conditions to closing, indemnification rights and obligations of the parties and
termination provisions.
The Company will pay interest on the Notes on January 15 and July 15 of each year, beginning July
15, 2010. The Company may redeem the Notes of each series in whole or in part at any time at the
applicable redemption prices which includes a make-whole premium, as described under the caption
“Description of the Notes — Optional Redemption” in the prospectus relating to the offering of the
Notes. The Notes will be senior unsecured obligations and will rank equally in right of payment
with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness. The
Notes will rank senior in right of payment to any existing and future indebtedness of the Company
that is subordinated to the Notes. The Notes will not be entitled to the benefit of any sinking
fund.
The Notes were issued pursuant to an indenture dated as of June 1, 2006 between the Company and The
Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., as trustee
(the “Indenture”). The Indenture contains covenants that restrict the Company’s ability, with
certain exceptions, to (i) merge or consolidate with another entity or transfer all or
substantially all of its property and assets, and (ii) incur liens. These covenants are subject to
important exceptions and qualifications, as described in the sections titled “Description of Debt
Securities —Merger, Consolidation, or Sale of Assets” and “Description of Debt Securities
—Limitation on Liens” in the prospectus relating to the offering of the Notes. The Indenture also
provides for customary events of default.
Upon the occurrence of a Change of Control Repurchase Event (as defined in the Notes), the Company
will be required to make an offer to repurchase all of the Notes then outstanding at a repurchase
price equal to 101% of their principal amount, plus accrued and unpaid interest (if any) to the
date of repurchase.
The foregoing descriptions of the Underwriting Agreement, the Indenture, and the Notes are
summaries and are qualified in their entirety by reference to such documents, which are attached
hereto as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4 respectively, and each of which is incorporated
herein by reference.
The opinion of Shearman & Sterling LLP dated December 14, 2009 provided in connection with the
offering of the Notes is attached hereto as Exhibit 5.1.
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| ITEM 2.03 |
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
(a) The information provided under Item 1.01 of this Form 8-K is incorporated into this Item
2.03(a) by reference.
ITEM 8.01 OTHER EVENTS
On December 14, 2009, the Company completed the offering of the Notes under the Company’s existing
shelf registration statement. The net proceeds from the offering of the Notes, after deducting
underwriting discounts and commission and estimated offering expenses, were approximately $1.969
billion. The Company plans to use the net proceeds for general corporate purposes, including
prepaying its bank term loan due April 2011.