Boston Scientific Corp 8-K, filed Jun 6, 2023
Boston Scientific Corp (BSX)
8-K
2023-06-06
For: 2023-06-01
View Original
Added on
April 07, 2026
About this 8-K
Boston Scientific Corp filed this 8-K on June 6, 2023, reporting on events of June 1, 2023.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 1, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
(Address of principal executive offices) (Zip Code)
(508 ) 683-4000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 1, 2023 (the “Mandatory Conversion Date”), all outstanding shares of 5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share (the “Preferred Stock”) of Boston Scientific Corporation (the “Company”) automatically converted into shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company, pursuant to the Certificate of Designations for the Preferred Stock. No action by the holders of Preferred Stock was required in connection with the mandatory conversion. The conversion rate for each share of Preferred Stock was 2.3834 shares of Common Stock. Cash was paid in lieu of fractional shares in accordance with the terms of the Preferred Stock. An aggregate of approximately 24 million shares of Common Stock, including shares of Common Stock issued to holders of Preferred Stock that elected to convert prior to the Mandatory Conversion Date, were issued upon conversion of the Preferred Stock. Following the mandatory conversion of the Preferred Stock, there were no outstanding shares of Preferred Stock.
In connection with the mandatory conversion of the Preferred Stock, the Company notified the New York Stock Exchange (“NYSE”) of the conversion and requested that the NYSE file with the Securities and Exchange Commission a notification on Form 25 to report the delisting of the Preferred Stock from the NYSE and to deregister the Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of the Securities 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.
| Date: | June 6, 2023 | BOSTON SCIENTIFIC CORPORATION | |||||||||
| By: | /s/ Susan Thompson | ||||||||||
| Susan Thompson | |||||||||||
| Vice President, Chief Corporate Counsel, and Assistant Secretary | |||||||||||