================================================================================
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): December 10, 2004
BOSTON SCIENTIFIC CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 1-11083 04-2695240
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
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.
As part of its overall compensation program, Boston Scientific
Corporation (the "Company") grants various awards to its executive officers, key
employees and non-employee directors under the Company's 1995, 2000 and 2003
Long-Term Incentive Plans (the "Plans"). The Plans have been approved by the
Company's stockholders and are on file with the Securities and Exchange
Commission. Forms of grant agreements for Non-Qualified Stock Option, Restricted
Stock and Deferred Stock Unit awards to executive officers and other key
employees are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively. Forms of grant agreements for Non-Qualified Stock Option,
Restricted Stock and Deferred Stock Unit awards to non-employee directors are
also attached hereto as Exhibits 10.5, 10.6 and 10.7, respectively.
The Company's Performance Incentive Plan which provides an annual
cash bonus opportunity for salaried personnel including executive officer is
based upon the level of achievement of quarterly Company and individual
objectives. Corporate achievement is measured on a quarterly basis against sales
and profitability goals through a matrix of revenue and net income objectives.
Individual achievement for an executive officer is measured by comparing the
performance of the strategic corporate functions for which each executive
officer is responsible against the business plan of the Company. The Executive
Compensation and Human Resources Committee of the Board of Directors (the
"Compensation Committee") of the Company in accordance with its charter reviews
and recommends to the Board the performance-based annual bonuses under the Plans
for each executive officer. Also in accordance with its charter, the
Compensation Committee reviews and evaluates the goals and objectives of the
Chief Executive Officer and determines and approves the compensation of the
Chief Executive Officer. A form of the Company's Performance Incentive Plan is
attached hereto as Exhibit 10.8.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
10.1 Form of Non-Qualified Stock Option Agreement (vesting over
three years)
10.2 Form of Non-Qualified Stock Option Agreement (vesting over
four years)
10.3 Form of Restricted Stock Award Agreement
10.4 Form of Deferred Stock Unit Award Agreement
10.5 Form of Non-Qualified Stock Option Agreement (Non-employee
Directors)
10.6 Form of Restricted Stock Award Agreement (Non-Employee
Directors)
10.7 Form of Deferred Stock Unit Award Agreement (Non-Employee
Directors)
10.8 Form of Performance Incentive Plan
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: December 10, 2004 By: /s/ Lawrence J. Knopf
------------------------------
Lawrence J. Knopf
Vice President and Assistant General Counsel
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
10.1 Form of Non-Qualified Stock Option Agreement (vesting over three
years)
10.2 Form of Non-Qualified Stock Option Agreement (vesting over four years)
10.3 Form of Restricted Stock Award Agreement
10.4 Form of Deferred Stock Unit Award Agreement
10.5 Form of Non-Qualified Stock Option Agreement (Non-employee Directors)
10.6 Form of Restricted Stock Award Agreement (Non-Employee Directors)
10.7 Form of Deferred Stock Unit Award Agreement (Non-Employee Directors)
10.8 Form of Performance Incentive Plan