WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORPORATION -- 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): July 29, 2008
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 other
jurisdiction of incorporation)
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(Commission file
number)
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(IRS
employer identification no.)
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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)
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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:
o Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01.
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ENTRY
INTO MATERIAL DEFINITIVE
AGREEMENT.
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On July
29, 2008, we agreed to amend the terms of our (a) Amended and Restated Credit
and Security Agreement (“Credit Agreement”), dated as of November 7, 2007, by
and among us, Boston Scientific Funding LLC, Old Line Funding, LLC, Victory
Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch, and Royal Bank of Canada, and (b) the Amended Fee Letters described in
the Credit Agreement to extend the term of the Credit Agreement by 364 days and
to increase certain fees due and payable.
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ITEM
5.02.
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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On July
29, 2008, the Executive Compensation and Human Resources Committee of our Board
of Directors approved a promotion for Fredericus Colen to Executive Vice
President and President, CRM. In connection with his promotion, Mr.
Colen’s base salary will remain the same, as will his bonus incentive
target. The Committee also approved a long-term incentive award for
Mr. Colen consisting of: (i) options to purchase 189,220 shares of our common
stock at the fair market value on the date of grant, vesting in four equal
annual installments beginning on the first anniversary of the date of grant, and
(ii) a deferred stock unit award of 22,917 shares of our common stock to be
issued in five equal annual installments beginning on the first anniversary of
the date of grant. The stock option and deferred stock unit awards
were made under our 2003 and 2000 Long-Term Incentive Plans, respectively, and
are subject to both the terms and conditions of the Plans as well as the terms
and conditions of our standard incentive award agreements, forms of which have
been previously filed.
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.
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BOSTON
SCIENTIFIC CORPORATION |
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Date:
August 1, 2008
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By:
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/s/ Lawrence
J. Knopf |
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Lawrence
J. Knopf |
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Senior
Vice President and Deputy General Counsel
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