WWW.EXFILE.COM -- 888-775-4789 -- BOSTON SCIENTIFIC -- FORM 8-K -- 15954
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): May 30, 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:
[
] 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
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On June
3, 2008, we announced that James R. Tobin, our President and Chief Executive
Officer, will be extending his tenure with us for the foreseeable
future.
In
addition, we announced the appointment of Fredericus A. Colen, age 55, as
President of our Cardiac Rhythm Management group. Mr. Colen was previously
Executive Vice President, Operations and Technology, of our CRM
group. Mr. Colen joined BSC in 1999 as Vice President of Research and
Development and in February 2001, he was promoted to Senior Vice President,
Cardiovascular Technology. Before joining Boston Scientific, he
worked for several medical device companies, including Guidant Corporation and
St. Jude Medical. Mr. Colen was educated in The Netherlands and
Germany and holds the U.S. equivalent of a Master’s Degree in Electrical
Engineering with a focus on medical technology from the Technical University of
Aachen, Germany.
We also
announced the retirement of Paul A. LaViolette as our Chief Operating Officer
and a member of our Executive Committee effective as of June 30, 2008, at which
time Mr. LaViolette will become Senior Advisor through December 31,
2008. Pursuant to a Transition and Separation Agreement (the
“Separation Agreement”), he will continue to be paid at his current annual base
salary until December 31, 2008 and will be eligible to receive a 2008 bonus
equal to 90% of his annual base salary, or $675,000, under our 2008 Performance
Incentive Plan. In addition, the Company will consider the
possibility of awarding Mr. LaViolette a bonus based on his leadership in
connection with FDA related matters through December 31, 2008.
Subject
to Mr. LaViolette entering into a Release Agreement following his termination of
employment with the Company on December 31, 2008, we will pay Mr. LaViolette a
2009 Separation Payment of $5,440,500 on the Company’s first regular payroll
date after the Release Agreement becomes effective and a 2010 Separation Payment
of $1,813,500 in January 2010, provided Mr. LaViolette has complied with all
requirements in the Separation Agreement and the Release Agreement.
The
Company will continue making premium payments on behalf of Mr. LaViolette, plus
tax gross-up payments, pursuant to the executive life insurance arrangement for
Mr. LaViolette that the Company has funded. During his tenure as
Senior Advisor, the Company will reimburse Mr. LaViolette for up to $15,000,
plus a tax gross up, in payments to a qualified financial planning
advisor. In addition, Mr. LaViolette’s participation in our Executive
Allowance Plan will cease on June 30, 2008; accordingly, we will make a final
pro rated payment of $12,500 to Mr. LaViolette under the Plan in July
2008.
In
connection with his retirement, Mr. LaViolette agrees to not disclose or use any
Confidential Information regarding the Company and will comply with the
non-competition, non-solicitation, nondisparagement and assignment requirements
set forth in the Separation Agreement. Mr. LaViolette also agrees to
cooperate reasonably with the Company in the defense or prosecution of any
claims or actions now in existence or which may be brought in the future against
or on behalf of the Company that relate to events or occurrences that transpired
while Mr. LaViolette was employed by the Company.
Copies of
the Transition and Separation Agreement dated as of May 30, 2008 and the press
release issued today are filed as Exhibit 10.1 and Exhibit 99.1,
respectively.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
No. Description
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10.1
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Form
of Transition and Separation Agreement by and between Boston Scientific
Corporation and Paul A. LaViolette dated as of May 30,
2008.
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99.1
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Press
release issued by Boston Scientific Corporation dated June 3,
2008.
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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:
June 3, 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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EXHIBIT
INDEX
Exhibit
No.
Description
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10.1
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Form
of Transition and Separation Agreement by and between Boston Scientific
Corporation and Paul A. LaViolette dated as of May 30,
2008.
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99.1
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Press
release issued by Boston Scientific Corporation dated June 3,
2008.
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