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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.
Late in the afternoon of June 1, 2004, Boston Scientific Corporation (the
"Registrant") and Scimed Life Systems, Inc., a wholly-owned subsidiary of the
Registrant ("Scimed"), completed the acquisition of Advanced Bionics
Corporation, a privately-held company located in Valencia, CA, in accordance
with the terms of the Agreement and Plan of Merger dated May 28, 2004, among the
Registrant, Scimed, Claude Acquisition Corp., a wholly-owned subsidiary of
Scimed, Advanced Bionics Corporation, Bionics Trust and Alfred E. Mann, Jeffrey
H. Greiner, and David MacCullum, collectively in their capacity as the
Stockholders' Representatives (the "Agreement").
Pursuant to the Agreement, the Registrant acquired 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 initial purchase price was funded by the issuance of commercial paper.
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 performance 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. Base earnout payments
on these performance milestones approximate two and a quarter times incremental
sales for each annual period. There are also bonus earnout payments available
based on the attainment of certain aggregate sales performance targets and a
certain gross margin level.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
Financial statements required by this Item 7 will be filed by amendment
to this report no later than 60 days after the date an initial report
must be filed with the Securities and Exchange Commission (i.e. on or
before August 13, 2004).
(b) Pro forma financial information.
Pro forma financial information required by this Item 7 will be filed
by amendment to this report no later than 60 days after the date an
initial report must be filed with the Securities and Exchange
Commission (i.e. on or before August 13, 2004).
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(c) Exhibits.
2.1 Agreement and Plan of Merger dated May 28, 2004, among Boston
Scientific Corporation, Scimed Life Systems, Inc., Claude
Acquisition Corp., Advanced Bionics Corporation, Bionics Trust,
Alfred E. Mann, Jeffrey H. Greiner, and David MacCullum,
collectively in their capacity as the Stockholders'
Representatives.
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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 4, 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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2.1 Agreement and Plan of Merger dated May 28, 2004, among
Boston Scientific Corporation, Scimed Life Systems, Inc.,
Claude Acquisition Corp., Advanced Bionics Corporation,
Bionics Trust, Alfred E. Mann, Jeffrey H. Greiner, and
David MacCullum, collectively in their capacity as the
Stockholders' Representatives.
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