-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DIjjZaugObUKXzGVjQBI3Uc/goLJN55q5gcTgt1zzdrDwLOo+BAauI9jiR2Rir1H 9t80FkHLweLQK3VS/MgZzQ== 0001072613-04-001780.txt : 20040930 0001072613-04-001780.hdr.sgml : 20040930 20040930164359 ACCESSION NUMBER: 0001072613-04-001780 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040924 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040930 DATE AS OF CHANGE: 20040930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON SCIENTIFIC CORP CENTRAL INDEX KEY: 0000885725 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042695240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11083 FILM NUMBER: 041055643 BUSINESS ADDRESS: STREET 1: ONE BOSTON SCIENTIFIC PL CITY: NATICK STATE: MA ZIP: 01760-1537 BUSINESS PHONE: 5086508000 8-K 1 form8-k_12974.txt BOSTON SCIENTIFIC CORP. FORM 8-K ================================================================================ 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): September 24, 2004 BOSTON SCIENTIFIC CORPORATION -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 1-11083 04-2695240 - --------------- ----------- ------------- (State or other (Commission (IRS employer jurisdiction of file number) identification no.) incorporation) ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS 01760-1537 -------------------------------------------------- ---------- (Address of principal executive offices) (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: [_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] 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 September 24, 2004, the Board of Directors of Boston Scientific Corporation (the "Company") approved an amendment to the Company's 401(k) Retirement Savings Plan (the "Plan") that provides for, among other things, a one-time special contribution by the Company to the Plan. This special retirement supplement will be apportioned to eligible employees based on pay and years of service. The Company anticipates that this retirement supplement will result in a charge to earnings for the third quarter of approximately $110 million. The amendment also provides for an increase from four percent to six percent of eligible pay in the amount the Company matches employee pre-tax contributions. A copy of the form of amendment is furnished with this report as Exhibit 10.1. The Company issued a press release announcing the enhancements to its 401(k) Retirement Savings Plan on September 28, 2004. A copy of the release is furnished with this report as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. 10.1 Form of Third Amendment to the Boston Scientific Corporation 401(k) Retirement Savings Plan 99.1 Press Release issued by Boston Scientific Corporation dated September 28, 2004. 2 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOSTON SCIENTIFIC CORPORATION Date: September 30, 2004 By: /s/ Lawrence J. Knopf -------------------------------------------- Lawrence J. Knopf Vice President and Assistant General Counsel 3 INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 10.1 Form of Third Amendment to the Boston Scientific Corporation 401(k) Retirement Savings Plan 99.1 Press Release issued by Boston Scientific Corporation dated September 28, 2004. 4 EX-10.1 2 exh10-1_12974.txt FORM OF THIRD AMENDMENT TO 401(K) PLAN EXHIBIT 10.1 ------------ BOSTON SCIENTIFIC CORPORATION 401(K) RETIREMENT SAVINGS PLAN FORM OF THIRD AMENDMENT Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k) Retirement Savings Plan as amended and restated effective January 1, 2001 (the "Plan"), and as further amended from time to time, Boston Scientific Corporation hereby amends the Plan as follows: 1. Effective July 1, 2004, Section 2.1 is amended by deleting such Section in its entirety and substituting the following: "2.1 DATE OF PARTICIPATION. (a) Any individual who was a Participant on June 30, 2004 and is an Eligible Employee on July 1, 2004 will, subject to Section 2.2, continue to be a Participant. (b) Any other individual will become a Participant on the Entry Date coinciding with or next following the latest of (1) July 1, 2004; (2) the date on which he or she becomes an Eligible Employee; (3) the date on which he or she attains age 18; and (4) the 30th day after the date he or she completes an Hour of Service; provided that (i) he or she is an Eligible Employee on such Entry Date and (ii) he or she has in effect on such Entry Date a compensation reduction authorization described in Section 3.2 which was submitted in the manner prescribed by the Committee. Unless otherwise provided by the Committee, an Employee who has satisfied the requirements of (1), (2), (3) and (4) above, but who has failed to satisfy the requirements of (i) or (ii) above, will become a Participant on the first Entry Date coinciding with or next following the date on which the requirements of both (i) and (ii) are satisfied. Notwithstanding the foregoing, an Employee who has satisfied the requirements of (2) and (3) above, but has not satisfied the other requirements of this subsection (b) will become a Participant on the date that a Special Discretionary Contribution is made to the Plan on his or her behalf pursuant to Section 3.14. (c) Unless otherwise provided in Schedule B, in the event the Plan Sponsor acquires a business of another employer, through an acquisition of either assets or stock, an Employee who was employed by such other employer immediately prior to such acquisition shall have his or her prior service with such other employer taken into account, as if it were service with an Affiliated Employer, for purposes of (b)(4) above and Section 14.14(b). -1- (d) An Employee who, immediately before becoming an Eligible Employee, has a contribution agreement in effect with an Affiliated Employer under a separate plan described in section 401(k) of the Code shall become a Participant on the payroll date coinciding with or next following the date he or she becomes an Eligible Employee, provided that he or she has a compensation reduction authorization in effect on such payroll date." 2. Effective January 1, 2005, Section 3.3 is amended by deleting such Section in its entirety and substituting the following: "3.3 MATCHING CONTRIBUTIONS. (a) On a bi-weekly basis, each Participating Employer will make a Matching Contribution to the Trust for the benefit of each Participant on whose behalf it made Elective Contributions for the period. The amount of Matching Contribution made by a Participating Employer for the period shall be equal to (i) 200% of the Elective Contributions made on behalf of the Participant for the period which do not exceed 2% of the Participant's Compensation for the period, plus (ii) 50% of the Elective Contributions made on behalf of the Participant for the period which exceed 2% but do not exceed 6% of the Participant's Compensation for the period. For purposes of this Section 3.3, catch-up Elective Contributions described in Section 3.1 shall not be taken into account. (b) If (i) a Participant is an Eligible Employee on the last day of the Plan Year, and (ii) the aggregate Matching Contributions made by his or her Participating Employer under paragraph (a) above to the Trust for the benefit of such Participant with respect to such Plan Year are less than the lesser of (1) 200% of the Participant's Elective Contributions for such Plan Year which do not exceed 2% of the Participant's Compensation for such Plan Year plus 50% of the Participant's Elective Contributions for such Plan Year which exceed 2% but do not exceed 6% of the Participant's Compensation for such Plan Year, and (2) 6% of such Participant's Compensation for such Plan Year, then the Participating Employer shall make a further contribution to the Trust, for the benefit of such Participant, to be credited to his or her Matching Contribution Account, such that the aggregate Matching Contributions made by the Participating Employer for the benefit of such Participant for the Plan Year under this Section shall equal the lesser of the amounts set forth in clauses (1) and (2) above." 3. Effective January 1, 2004, Article 3 is amended by adding a new Section 3.14 which reads in its entirety as follows: "3.14 SPECIAL DISCRETIONARY CONTRIBUTION. For the Plan Year ending on December 31, 2004, the Participating Employers shall contribute to the Plan a Discretionary Contribution solely in accordance with this Section 3.14, notwithstanding any provision in Section 3.4 to the contrary (such Discretionary Contribution made pursuant to this Section to be referred to as the "Special Discretionary Contribution"). (a) The Special Discretionary Contribution shall be made in cash and shall be credited to the Accounts of Employees who: -2- (i) are Eligible Employees on the last day of the Plan Year, or (ii) have ceased to be Eligible Employees during the Plan Year by reason of severance from employment after attaining age 62 or on account of death or Disability; provided, however, that each such Employee (x) satisfies the age requirement of Section 2.1(b)(3) as of the last day of the Plan Year (or satisfied such age requirement as of the date of death, severance from employment, or Disability, if applicable under clause (ii) of this sentence), and (y) is not a nonresident alien who has no United States source income. (b) The amount of any such Special Discretionary Contribution to be allocated and credited to the Discretionary Contribution Account of each Employee described in subsection (a) of this Section 3.14 shall be determined according to the following formula: 3% x C x Y where C means such Employee's Compensation for the Plan Year ending on December 31, 2004, and Y means one-twelfth of the Employee's number of complete months of service with an Affiliated Employer, determined at the close of the Plan Year ending on December 31, 2004. For purposes of determining an Employee's months of service under the immediately preceding sentence, an Employee who was employed by a business or employer that the Plan Sponsor acquired through the acquisition either of assets or stock shall have his or her prior service with such other employer taken into account as if it were service with an Affiliated Employer, provided that such Employee was employed by such other employer immediately prior to such acquisition. The amount allocated hereunder to any Employee shall be reduced to the extent necessary to satisfy the limitation of Section 11.2, and to prevent the allocation from exceeding $41,000, and the excess shall not be reallocated to any other Employee." 4. Effective January 1, 2004, subsection (c) of Section 14.8 is amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing provisions of this subsection (c), solely for purposes of allocating the Special Discretionary Contribution under Section 3.14 for the Plan Year ending December 31, 2004, Compensation shall not include commissions actually paid to any Employee for such Plan Year, but shall include an amount equal to the average annual aggregate commissions paid to any Employee for the three Plan Years ending in 2002, 2003, and 2004." * * * * * -3- IN WITNESS WHEREOF, Boston Scientific Corporation has caused this amendment to be executed in its name and on its behalf this ___ day of ___________, 2004. BOSTON SCIENTIFIC CORPORATION By: __________________________ Title: _______________________ -4- EX-99.1 3 exh99-1_12974.txt PRESS RELEASE ISSUED SEPTEMBER 28, 2004 EXHIBIT 99.1 ------------ NEWS FOR IMMEDIATE RELEASE ===================== BOSTON SCIENTIFIC ANNOUNCES ENHANCEMENTS TO U.S. EMPLOYEE RETIREMENT PLAN COMPANY TO PROVIDE ONE-TIME SUPPLEMENT TO 401(k) ACCOUNTS AND INCREASE LEVEL OF ITS MATCHING CONTRIBUTION Natick, MA (September 28, 2004) -- Boston Scientific Corporation (NYSE: BSX) today announced that it will make a special one-time contribution to the Company's U.S. 401(k) Retirement Savings Plan. All eligible employees will receive the supplement, which will be apportioned based on pay and years of service. Boston Scientific also announced that beginning in January 2005, the Company will increase the amount it matches when employees make a pre-tax contribution to the 401(k) plan, from four percent to six percent of pay. "We are very pleased to be in a position to enhance our 401(k) plan, which is the primary vehicle used by U.S. employees to save for retirement," said Jim Tobin, President and Chief Executive Officer of Boston Scientific. "We view retirement savings as a partnership between employees and the Company. The supplement and increased contribution announced today, as well as earlier increases in the Company's matching contribution, will help our employees and their families plan for the future." Employees will receive their share of the special contribution in their 401(k) accounts during the second quarter of 2005. The Company anticipates that the retirement supplement will result in a charge to earnings for the third quarter of approximately $110 million. 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: www.bostonscientific.com. This press release contains forward-looking statements. The Company wishes to caution the reader of this press release that actual results may differ from those discussed in the forward-looking statements and may be adversely affected by, among other things, risks associated with the Company's overall business strategy and other factors described in the Company's filings with the Securities and Exchange Commission. CONTACT: Milan Kofol Paul Donovan 508-650-8569 (Office) 508-650-8541 (Office) 617-834-8595 (Mobile) 508-667-5165 (Mobile) Investor Relations Media Relations -----END PRIVACY-ENHANCED MESSAGE-----