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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 1, 2004
BOSTON SCIENTIFIC CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 1-11083 04-2695240
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(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS 01760-1537
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 650-8000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 1, 2004, Boston Scientific Corporation (the "Registrant") and
Advanced Bionics Corporation, a privately held company located in Valencia, CA,
announced the execution of a definitive merger agreement under which the
Registrant will acquire 100 percent of the fully diluted equity of Advanced
Bionics for an initial payment of approximately $740 million in cash, plus earn
out payments tied to future performance milestones. The acquisition will expand
the Registrant's technology portfolio into the rapidly growing implantable
microelectronic device market. Advanced Bionics has developed implantable
microelectronics for treating numerous neurological disorders. Its
neuromodulation technology includes a range of neurostimulators (or implantable
pulse generators), programmable drug pumps and cochlear implants.
The acquisition has been structured to include a substantial earnout
mechanism. Performance milestones are primarily based on the achievement of net
sales, with certain milestone payments also tied to profitability. The
milestones are segmented by the four principal technology platforms (cochlear
implants, implantable pulse generators, drug pumps and bion microstimulators),
each with a 72-month earnout horizon.
There are also bonus earnout payments available based on the attainment of
certain aggregate sales performance targets and a certain gross margin level.
The transaction is expected to close within days of the announcement. The
Registrant expects the acquisition to be modestly dilutive to earnings per share
(approximately $0.04 and $0.06 in 2004 and 2005, respectively).
ITEM 9. REGULATION FD DISCLOSURE.
On June 1, 2004, the Registrant issued a press release regarding the
execution of a Merger Agreement. A copy of this release is attached hereto as
Exhibit 99.1.
The information contained in this Item 9, including the press release
attached hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference into any filings made under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in any filing. The
furnishing of the information in this report is not intended to, and does not,
constitute a determination or admission by the Registrant that the information
in this report is complete, or that investors should consider this information
before making an investment decision with respect to any security of the
Registrant.
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SIGNATURES
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: June 1, 2004 By: /s/ Lawrence J. Knopf
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Lawrence J. Knopf
Vice President and Assistant General Counsel
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INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Press Release dated June 1, 2004
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