BSX » Topics » Item 8.01. Other Events

This excerpt taken from the BSX 8-K filed Dec 11, 2009.

Item 8.01 Other Events.

On December 10, 2009, we announced the pricing of a public offering of $2 billion aggregate principal amount of our senior notes under our shelf registration statement. The public offering consists of $850 million of 4.50 percent notes due January 2015, $850 million of 6.00 percent notes due January 2020 and $300 million of 7.375 percent notes due January 2040. We expect the offering to close on December 14, 2009, subject to standard closing conditions. We plan to use the net proceeds for general corporate purposes, including prepaying a portion of our bank term loan due in April 2011. We expect to record a pre-tax charge, not previously anticipated, of approximately $30 million (approximately $19 million after tax, or $0.01 per share) in the fourth quarter associated with the prepayment.

A copy of the press release is filed with this report as Exhibit 99.1.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Boston Scientific Corporation
          
December 11, 2009   By:   Lawrence J. Knopf
       
        Name: Lawrence J. Knopf
        Title: Senior Vice President and Deputy General Counsel


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release issued by Boston Scientific Corporation dated December 10, 2009.
This excerpt taken from the BSX 8-K filed Oct 2, 2009.

Item 8.01 Other Events.

On September 29, 2009, the Company announced the settlement of more than a dozen lawsuits involving Johnson & Johnson, including the Palmaz-NIR suit. All the disputes involved intellectual property in the interventional cardiology arena. In connection with the settlement, the Company will make a payment of $716 million to Johnson & Johnson. The settlement payment is within the Company's existing reserve for the Palmaz-NIR suit and will be made from existing cash on hand.

The settlement includes cross licenses for all the patents in the suits, other than the Palmaz patent, which has expired.

A copy of the September 29, 2009 press release is filed as Exhibit 99.1.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Boston Scientific Corporation
          
October 2, 2009   By:   Lawrence J. Knopf
       
        Name: Lawrence J. Knopf
        Title: Senior Vice President and Deputy General Counsel


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release issued by Boston Scientific Corporation dated September 29, 2009.
This excerpt taken from the BSX 8-K filed Apr 20, 2006.

Item 8.01.  Other Events

 

On April 20, 2006, Boston Scientific Corporation issued a press release announcing that it had received antitrust clearance from the U.S. Federal Trade Commission regarding its proposed combination with Guidant Corporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This excerpt taken from the BSX 8-K filed Apr 12, 2006.

Item 8.01.  Other Events

 

On April 11, 2006, Boston Scientific Corporation issued a press release announcing that it had received antitrust clearance from the European Commission regarding its proposed combination with Guidant Corporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This excerpt taken from the BSX 8-K filed Apr 7, 2006.

Item 8.01.  Other Events

 

On April 5, 2006, Boston Scientific issued a press release announcing that it has entered into an agreement containing consent orders with the staff of the Federal Trade Commission relating to its proposed combination with Guidant. Boston Scientific also announced that on or about April 7, it will voluntarily withdraw and re-file its notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the Guidant transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

This excerpt taken from the BSX 8-K filed Mar 31, 2006.

Item 8.01.  Other Events

 

At a special meeting of stockholders of Boston Scientific Corporation held today, the Boston Scientific stockholders voted to (i) adopt an amendment to the Boston Scientific Second Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Boston Scientific common stock from 1,200,000,000 to 2,000,000,000 shares; and (ii) approve the issuance of shares of Boston Scientific common stock to shareholders of Guidant Corporation on the terms and conditions set out in the Agreement and Plan of Merger, dated as of January 25, 2006 (the "Agreement"), among Boston Scientific, Galaxy Merger Sub, Inc., a wholly owned subsidiary of Boston Scientific, and Guidant, pursuant to which Galaxy Merger Sub will merge with and into Guidant, with Guidant becoming a wholly owned subsidiary of Boston Scientific. At a separate special meeting of shareholders of Guidant held today, the Guidant shareholders voted to approve the Agreement. The press release announcing the outcome of these meetings is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

This excerpt taken from the BSX 8-K filed Mar 17, 2006.

Item 8.01. Other Events

 

On March 2, 2006, Boston Scientific Corporation filed with the Securities and Exchange Commission the (“SEC”), Amendment No. 1 to its Registration Statement on Form S-4 (Registration No. 333-131608) relating to Boston Scientific’s proposed acquisition of Guidant Corporation. The Amendment includes unaudited pro forma financial statements of Boston Scientific and Guidant as of and for the year ended December 31, 2005 that give effect to the Guidant acquisition, the sale of the Guidant vascular and endovascular businesses to Abbott Laboratories and certain transactions relating to the financing of the Guidant acquisition.

 

The unaudited pro forma condensed consolidated financial statements of Boston Scientific and Guidant as of and for the year ended December 31, 2005 included in the Registration Statement on Form S-4 are attached as Exhibit 99.1 to this current report on Form 8-K and are incorporated into this Item 8.01 by reference.

 

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the separate historical audited financial statements of Boston Scientific as of and for the year ended December 31, 2005 included in Boston Scientific’s annual report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on March 1, 2006, and the separate historical audited financial statements of Guidant as of and for the year ended December 31, 2005 included in Guidant’s annual report on Form 10-K for the year ended December 31, 2005, as filed with the SEC on February 22, 2006.

 

The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only. The pro forma information contained in Exhibit 99.1 to this current report on Form 8-K is not necessarily indicative of what the financial position or results of operations actually would have been had the Guidant acquisition, the sale of the Guidant vascular and endovascular businesses to Abbott and the financing transactions with Abbott and other lenders been completed at the dates indicated. In addition, the unaudited pro forma condensed consolidated financial statements do not purport to project the future financial position or operating results of Boston Scientific after completion of the Guidant acquisition.

 

The pro forma adjustments are based on preliminary estimates, available information and certain assumptions, and may be revised as additional information becomes available. The pro forma adjustments are more fully described in the notes to the unaudited pro forma condensed consolidated financial statements.

 

This excerpt taken from the BSX 8-K filed Mar 8, 2006.

Item 8.01.  Other Events

 

Boston Scientific Corporation has voluntarily withdrawn and re-filed its notification under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 in connection with its pending acquisition of Guidant Corporation. This procedural step is consistent with Boston Scientific’s plan as of the date of signing its agreement and plan of merger with Guidant on January 25, 2006. Boston Scientific currently expects the merger to close during the week of April 3.

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

BOSTON SCIENTIFIC CORPORATION

 

 

 

 

By:

/s/ Lawrence J. Knopf

 

 

Name:

Lawrence J. Knopf

 

Title:

Vice President and Assistant General Counsel

 

Dated:    March 8, 2006

 

2


This excerpt taken from the BSX 8-K filed Mar 3, 2006.

Item 8.01.  Other Events

 

Language was inadvertently left out of the last sentence in the paragraph entitled “Endoscopic Video Imaging” on page 10 of Boston Scientific’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2006.  The sentence should read as follows: “We expect to conduct first-in-man trials of the Endovations System in the second quarter of 2006 and to launch commercially in the U.S. in 2007.”

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

BOSTON SCIENTIFIC CORPORATION

 

 

 

 

By:

/s/ Lawrence J. Knopf

 

 

Name:

Lawrence J. Knopf

 

Title:

Vice President and Assistant General Counsel

 

Dated:    March 3, 2006

 

2


This excerpt taken from the BSX 8-K filed Jan 25, 2006.

Item 8.01.  Other Events

 

On January 25, 2006, Boston Scientific Corporation (“Boston Scientific”) and Guidant Corporation (“Guidant”) issued a joint press release announcing that Boston Scientific and Guidant had entered into a merger agreement, dated as of January 25, 2006, pursuant to which Boston Scientific will acquire all the outstanding shares of Guidant common stock for a combination of cash and stock worth $80 per Guidant share.  The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.  The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.

 

This excerpt taken from the BSX 8-K filed Jan 17, 2006.

Item 8.01.  Other Events

 

On January 17, 2006, Boston Scientific Corporation (“Boston Scientific”) issued a press release announcing its submission of a further revised definitive offer to acquire Guidant Corporation (“Guidant”). The offer was communicated on January 17, 2006 in a letter from Pete Nicholas, Chairman of Boston Scientific, and Jim Tobin, President and Chief Executive Officer of Boston Scientific, to James M. Cornelius, Chairman of Guidant.  The press release announcing the further revised offer, including the full text of the offer letter delivered to Mr. Cornelius, is attached as Exhibit 99.1 to this Current Report.

 

In connection with Boston Scientific’s submission of its revised offer to Guidant, Boston Scientific delivered a signed copy of the merger agreement it is prepared to enter into with Guidant. A copy of the merger agreement is attached as Exhibit 99.2 to this Current Report.

 

Additional Information

 

This above referenced material is not a substitute for the prospectus/proxy statement and any other documents Boston Scientific and Guidant would file with the SEC if a definitive agreement with Guidant is executed.  Investors and security holders are urged to read such prospectus/proxy statement and any other such documents, when available, which would contain important information about the proposed transaction.  The prospectus/proxy statement would be, and other documents filed or to be filed by Boston Scientific and Guidant with the SEC are or will be, available free of charge at the SEC’s website (www.sec.gov) or from Boston Scientific by directing a request to Boston Scientific Corporation, One Boston Scientific Place, Natick, Massachusetts 01760-1537, Attention: Milan Kofol, Investor Relations.

 

Boston Scientific is not currently engaged in a solicitation of proxies from the security holders of Boston Scientific or Guidant in connection with Boston Scientific’s proposed acquisition of Guidant or in connection with Johnson & Johnson’s proposed acquisition of Guidant.  If a proxy solicitation commences, Boston Scientific, Guidant and their respective directors, executive officers and other employees may be deemed to be participants in such solicitation.  Information about Boston Scientific’s directors and executive officers is available in Boston Scientific’s proxy statement, dated April 4, 2005, for its 2005 annual meeting of stockholders.  Additional information about the interests of potential participants will be included in the prospectus/proxy statement Boston Scientific and Guidant would file if a definitive agreement with Guidant is executed.

 

This excerpt taken from the BSX 8-K filed Jan 13, 2006.

Item 8.01.  Other Events

 

On January 12, 2006, Boston Scientific Corporation (“Boston Scientific”) issued a press release announcing its submission of a revised definitive offer to acquire Guidant Corporation (“Guidant”). The offer was communicated on January 12, 2006 in a letter from Pete Nicholas, Chairman of Boston Scientific, and Jim Tobin, President and Chief Executive Officer of Boston Scientific, to James M. Cornelius, Chairman of Guidant.  The offer letter delivered to Mr. Cornelius is attached as Exhibit 99.1 to this Current Report.

 

In connection with Boston Scientific’s submission of its revised offer to Guidant, Boston Scientific delivered a signed copy of the merger agreement it is prepared to enter into with Guidant. A copy of the merger agreement is attached as Exhibit 99.2 to this Current Report.

 

Additional Information

 

This above referenced material is not a substitute for the prospectus/proxy statement and any other documents Boston Scientific and Guidant would file with the SEC if a definitive agreement with Guidant is executed.  Investors and security holders are urged to read such prospectus/proxy statement and any other such documents, when available, which would contain important information about the proposed transaction.  The prospectus/proxy statement would be, and other documents filed or to be filed by Boston Scientific and Guidant with the SEC are or will be, available free of charge at the SEC’s website (www.sec.gov) or from Boston Scientific by directing a request to Boston Scientific Corporation, One Boston Scientific Place, Natick, Massachusetts 01760-1537, Attention: Milan Kofol, Investor Relations.

 

Boston Scientific is not currently engaged in a solicitation of proxies from the security holders of Boston Scientific or Guidant in connection with Boston Scientific’s proposed acquisition of Guidant or in connection with Johnson & Johnson’s proposed acquisition of Guidant.  If a proxy solicitation commences, Boston Scientific, Guidant and their respective directors, executive officers and other employees may be deemed to be participants in such solicitation.  Information about Boston Scientific’s directors and executive officers is available in Boston Scientific’s proxy statement, dated April 4, 2005, for its 2005 annual meeting of stockholders.  Additional information about the interests of potential participants will be included in the prospectus/proxy statement Boston Scientific and Guidant would file if a definitive agreement with Guidant is executed.

 

This excerpt taken from the BSX 8-K filed Jan 10, 2006.

Item 8.01.  Other Events

 

On January 8, 2006, Boston Scientific Corporation (“Boston Scientific”) issued a press release announcing its submission of a definitive offer to acquire Guidant Corporation (“Guidant”). The offer was communicated on January 8, 2006 in a letter from Pete Nicholas, Chairman of Boston Scientific, and Jim Tobin, President and Chief Executive Officer of Boston Scientific, to James M. Cornelius, Chairman of Guidant.  The press release announcing the offer, including the full text of the offer letter delivered to Mr. Cornelius, is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

Also on January 8, 2006, Boston Scientific issued a press release announcing that it had entered into a binding definitive agreement with Abbott to sell Guidant’s vascular intervention and endovascular businesses. The press release announcing the agreement is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

 

This excerpt taken from the BSX 8-K filed Dec 5, 2005.

Item 8.01.  Other Events

 

On December 5, 2005, Boston Scientific Corporation (“Boston Scientific”) issued a press release announcing its proposal to acquire Guidant Corporation (“Guidant”). The proposal was communicated on December 5, 2005 in a letter from Pete Nicholas, Chairman of Boston Scientific, and Jim Tobin, President and Chief Executive Officer of Boston Scientific, to James M. Cornelius, Chairman of Guidant.  The press release announcing the proposal, including the full text of the proposal letter delivered to Mr. Cornelius, is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

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