As filed with the Securities and Exchange Commission on May 6, 2022
Registration No. 333-
UNITED STATES
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
300 Boston Scientific Way Marlborough, Massachusetts |
01752 |
| (Address of Principal Executive Offices) | (Zip Code) |
BOSTON SCIENTIFIC CORPORATION EMPLOYEE STOCK PURCHASE PLAN | |
| (Full title of the plan) | |
Vance R Brown (Name, address, telephone number, | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) relates to the registration of 10,000,000 shares (the “Shares”) of the common stock, par value $0.01 per share, of Boston Scientific Corporation (the “Registrant”). The Shares are securities of the same class and relate to the same employee benefit plan, the Boston Scientific Corporation 2006 Global Employee Stock Ownership Plan, which, as amended and restated, has since been renamed as the Employee Stock Purchase Plan, as those registered pursuant to the Registrant’s registration statement on Form S-8 (File Number 333-196672), previously filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2014, on Form S-8 (File Number 333-174620), previously filed with the Commission on May 31, 2011 and on Form S-8 (File Number 333-174620), previously filed with the Commission on June 9, 2006 (File Number 333-134932) (the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the new information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by the Registrant with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:
(3) The Registrant’s Current Reports on Form 8-K filed with the Commission on the following dates in 2022: February 15, March 8, March 17, and April 5 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this Registration Statement); and
(4) The description of the Registrant’s Common Stock under the heading “Description of Common Stock” contained in the Registration Statement on Form S-3 (Registration No. 333-132626) as originally filed by the Registrant with the Commission on March 22, 2006, including any reports filed that updated such description.
In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Marlborough, Commonwealth of Massachusetts, on May 6, 2022.
| BOSTON SCIENTIFIC CORPORATION | ||
| By: | /s/ Vance R. Brown | |
| Name: Vance R. Brown | ||
| Title: Senior Vice President, General Counsel and Corporate Secretary | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael F. Mahoney, Daniel J. Brennan, Vance R. Brown, and Susan J. Thompson, each acting alone, his and her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Registration Statement on Form S-8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his or her substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Position | Date |
| Executive Vice President and Chief | ||
| /s/ Daniel J. Brennan | Financial Officer | May 6, 2022 |
| Daniel J. Brennan | (Principal Financial Officer) | |
| Director, Chairman of the Board, | ||
| /s/ Michael F. Mahoney | President and Chief Executive Officer | May 6, 2022 |
| Michael F. Mahoney | (Principal Executive Officer) | |
| Vice President, Global Controller and | ||
| /s/ Jonathan R. Monson | Chief Accounting Officer (Principal | May 6, 2022 |
| Jonathan R. Monson | Accounting Officer) | |
| /s/ Nelda J. Connors | Director | May 6, 2022 |
| Nelda J. Connors | ||
| /s/ Charles J. Dockendorff | Director | May 6, 2022 |
| Charles J. Dockendorff | ||
| /s/ Yoshiaki Fujimori | Director | May 6, 2022 |
| Yoshiaki Fujimori | ||
| /s/ Donna A. James | Director | May 6, 2022 |
| Donna A. James | ||
| /s/ Edward J. Ludwig | Director | May 6, 2022 |
| Edward J. Ludwig | ||
| /s/ David J. Roux | Director | May 6, 2022 |
| David J. Roux | ||
| /s/ John E. Sununu | Director | May 6, 2022 |
| John E. Sununu | ||
| /s/ David S. Wichmann | Director | May 6, 2022 |
| David S. Wichmann | ||
| /s/ Ellen M. Zane | Director | May 6, 2022 |
| Ellen M. Zane |
Exhibit 5.1
[LETTERHEAD OF BAKER & MCKENZIE LLP]
May 6, 2022
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, MA 01752-1234
Ladies and Gentlemen:
We have acted as special securities counsel for Boston Scientific Corporation, a Delaware corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offer and sale of up to 10,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) pursuant to the Boston Scientific Corporation Employee Stock Purchase Plan (as amended and restated, the “Plan”). The Shares subject to the Registration Statement consist of 10,000,000 Shares issuable pursuant to the Plan (the “Offering Shares”).
We have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.
Based upon and subject to the foregoing, we are of the opinion that the Offering Shares have been duly and validly authorized, and when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
| Very truly yours, | |
| /s/ BAKER & McKENZIE LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Employee Stock Purchase Plan of Boston Scientific Corporation of our reports dated February 23, 2022, with respect to the consolidated financial statements and schedule of Boston Scientific Corporation and the effectiveness of internal control over financial reporting of Boston Scientific Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP | |
| Boston, Massachusetts | |
| May 6, 2022 |
Exhibit 107
Form S-8
Boston Scientific Corporation
CALCULATION OF REGISTRATION FEE
Table 1 - Newly Registered Securities
| Security Type | Security Class Type | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
| Equity | Common Stock, par value $0.01 per share | Rule 457(c) and Rule 457(h) | 10,000,000 | (2) | $ | 42.465 | (2) | $ | 424,650,000 | (2) | .0000927 | $ | 39,365.06 | (2) | ||||||||||
| Total Offering Amounts | $ | 424,650,000 | $ | 39,365.06 | ||||||||||||||||||||
| Total Fee Offsets(3) | ||||||||||||||||||||||||
| Net Fee Due | $ | 39,365.06 | ||||||||||||||||||||||
| (1) | This registration statement on Form S-8 relates to shares of common stock, $0.01 par value per share (“Common Stock”), of Boston Scientific Corporation (the “Registrant”) to be issued under the Boston Scientific Corporation Employee Stock Purchase Plan, as amended and restated. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares of Common Stock which may be offered or issued by reason of stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock of the Registrant. |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on April 29, 2022. |
| (3) | The Registrant does not have any fee offsets. |