SC TO-C

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                  SCHEDULE TO-C
                                  (Rule 13e-4)
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                ----------------
                           RUBICON MEDICAL CORPORATION
                       (Name of Subject Company (Issuer))
                                ----------------
                            NEMO I ACQUISITION, INC.
                          BOSTON SCIENTIFIC CORPORATION
                  (Name of Filing Person (Issuer and Offeror))
                                ----------------
                    Common Stock, Par Value $0.001 Per Share
                         (Title of Class of Securities)
                                ----------------
                                    78112Q103
                      (CUSIP Number of Class of Securities)
                                ----------------

              Lawrence J. Knopf                      Lawrence J. Knopf
        BOSTON SCIENTIFIC CORPORATION            NEMO I ACQUISITION, INC.
         One Boston Scientific Place            One Boston Scientific Place
      Natick, Massachusetts 01760-1537       Natick, Massachusetts 01760-1537
               (508) 650-8000                         (508) 650-8000

            (Name, address and telephone number of person authorized
       to receive notices and communications on behalf of filing person)


                                    Copy to:
                               Clare O'Brien, Esq.
                             Shearman & Sterling LLP
                              599 Lexington Avenue
                          New York, New York 10022-6069
                                 (212) 848-4000

                            Calculation of Filing Fee

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  Transaction valuation                             Amount of filing fee
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         N/A                                                N/A
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[_]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
                  Amount Previously Paid:  N/A                Filing Party:  N/A
                  Form or Registration No.:  N/A              Date Filed:  N/A
[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_]  third party tender offer subject to Rule 14d-1.
[X]  issuer tender offer subject to Rule 13e-4.
[_]  going-private transaction subject to Rule 13e-3.
[_]  amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
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                                  EXHIBIT INDEX

Exhibit
No.                     Description
- ---                     -----------

99.1           Joint Press Release issued by Boston Scientific Corporation and
               Rubicon Medical Corporation, dated April 14, 2005.

EX-99.1

RUBICON MEDICAL CONTACT:
David Politis, Politis Communications, 801-523-3730(wk)/801-556-8184(cell),
dpolitis@politis.com

FOR IMMEDIATE RELEASE

          Boston Scientific Corporation and Rubicon Medical Corporation
             Amend Agreements and Boston Scientific Exercises Option
                         to Acquire Control of Rubicon

            Boston Scientific now owns approximately 53.6 percent of
               Rubicon on a fully diluted basis and will commence
      a cash tender offer for the remaining outstanding shares of Rubicon

NATICK, MA and SALT LAKE CITY, UT - April 14, 2005 - Boston Scientific
Corporation (NYSE: BSX) and Rubicon Medical Corporation (OTC BB: RMDC) today
announced that concurrently with the amendment of their existing agreements,
Boston Scientific exercised its option to acquire and acquired the Rubicon
shares held by Rubicon's principal stockholders. This action triggered Boston
Scientific's obligation to commence a cash tender offer for the other issued and
outstanding shares of Rubicon's common stock at a price of $1.50 per share
together with additional potential earn-out payments in the aggregate amount of
up to $1.44 per share. The total price payable by Boston Scientific will be
approximately $71.7 million initially with up to approximately $83.7 million in
additional earn-out payments if all post-acquisition milestones are achieved.

The Transaction Agreement and Option Agreements among Boston Scientific, Rubicon
and Rubicon's principal stockholders (Chairman, David Berger and President and
Chief Executive Officer, Richard Linder) were amended to reduce the initial
price payable by Boston Scientific to the stockholders of Rubicon, except
Berger, from $2.00 per share to $1.50 per share and from $2.00 per share to
$0.79 per share in the case of Berger, reduce the aggregate potential earn-out
payments from $1.50 per share to $1.44 per share, and change the performance
milestone events required to be achieved as a precondition to payment of such
earn-out amounts.

The earn-out payments are now tied to three milestones as follows:

o    Payment of $0.48 per share upon receipt of marketing clearance for the
     Rubicon Filter(TM) from the United States Food & Drug Administration
     (FDA) for specified indications;
o    Payment of $0.50 per share if net sales of the Rubicon Filter exceed
     $50 million during a period of 12 or fewer consecutive months during
     the five years following marketing clearance for the Rubicon Filter;
     and
o    Payment of $0.46 per share if net sales of the Rubicon Filter exceed $100
     million during a period of 12 or fewer consecutive months within the same
     five-year period.

Under the original Transaction Agreement and Option Agreements, Boston
Scientific could exercise its option to acquire Rubicon at any time until 90
days following the receipt of FDA approval of the Rubicon Filter.

Prior to amending the agreements, Rubicon entered into an exclusive license and
purchase agreement with a third party pursuant to which Rubicon acquired an
exclusive license to use, and an option to purchase, certain patents and patent
applications in consideration of license and option payments in the aggregate
amount of $7 million, $6 million of which has been paid or will be paid shortly
and the balance of which is payable upon FDA approval of an infringing product.





"We could not be more pleased," Linder said. "The transaction is clearly in the
best interest of all parties. The early exercise of the option allows Boston
Scientific to apply its considerable resources and expertise toward the
continued development, clinical testing, marketing and sale of the Rubicon
Filter. It also provides an immediate return to the Rubicon stockholders with
the potential for future additional payments if the Rubicon technology is
successful.

"While the price to the Rubicon stockholders has been reduced, Rubicon no longer
bears the risk that the option will not be exercised or the challenge of
operating the company through FDA approval with no certain sources of revenue or
additional capital. The price was reduced in part to induce Boston Scientific to
exercise the option prior to our receipt of FDA approval and in part to offset
the payments we made to acquire additional intellectual property rights. I think
it is also important to note that the transaction could not have been
restructured without the willingness of David Berger, our chairman, to accept
$0.79 per share for his stock on the initial payment while all other
stockholders will receive $1.50 per share."

About Boston Scientific
Boston Scientific is a worldwide developer, manufacturer and marketer of medical
devices whose products are used in a broad range of interventional medical
specialties. For more information, please visit:
http://www.bostonscientific.com.

About Rubicon Medical
Rubicon Medical Corporation (www.rubiconmed.com) is a Salt Lake City-based
developer and manufacturer of interventional vascular medical devices and
products. The company focuses on minimally invasive endovascular techniques and
products that are safer and more cost effective than surgery.


Notice to Investors: This announcement does not constitute an offer to purchase
nor a solicitation of an offer to sell any securities. The tender offer for the
outstanding shares of Rubicon common stock described in this announcement has
not commenced. Any offers to purchase or solicitation of offers to sell will be
made only pursuant to an offer to purchase and related materials filed with the
Securities and Exchange Commission. The offer to purchase and related materials
will contain important information and should be read carefully before any
decision is made with respect to the tender offer. Those materials will be made
available to all stockholders of Rubicon at no expense to them. In addition, all
of those materials (and all other offer documents filed with the SEC) will be
available at no charge on the SEC's web site (http://www.sec.gov).


                                      # # #

Rubicon Filter is a trademark of Rubicon Medical Corporation.

Boston Scientific Contacts:
Milan Kofol, 508-650-8569, Investor Relations, Boston Scientific Corporation
Paul Donovan, 508-650-8541, Media Relations, Boston Scientific Corporation