ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The Underwriting Agreements contain customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Underwriters and their affiliates have performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.
The foregoing description of the Underwriting Agreements is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreements, copies of which are filed as Exhibit 1.1 and Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
In connection with the public offering by the Company of the Mandatory
Convertible Preferred Stock, the Company filed a Certificate of Designations
(the "Certificate of Designations") with the Secretary of State of the
Subject to certain exceptions, so long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on shares of Common Stock or any other class or series of stock ranking junior to the Mandatory Convertible Preferred Stock, and no common stock or any other class or series stock ranking on parity with or junior to the Mandatory Convertible Preferred Stock will be purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries unless, in each case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid, or a sufficient amount of cash or number of shares of Common Stock has been set apart for the payment of such dividends, on all outstanding shares of Mandatory Convertible Preferred Stock. In addition, when dividends on shares of the Mandatory Convertible Preferred Stock (i) have not been declared and paid in full on any dividend payment date, or (ii) have been declared but a sum of cash or number of shares of Common Stock sufficient for payment thereof has not been set aside for the benefit of the holders, no dividends may be declared or paid on any parity stock unless dividends are declared on the shares of Mandatory Convertible Preferred Stock on a pro rata basis.
Unless earlier converted in accordance with the terms of the Certificate of
Designations, each share of Mandatory Convertible Preferred Stock will
automatically convert on
Subject to the rights of holders of any class or series of the Company's capital
stock ranking senior to the Mandatory Convertible Preferred Stock with respect
to dividends, holders of Mandatory Convertible Preferred Stock will be entitled
to receive, when, as and if declared by the Company's board of directors, or an
authorized committee thereof, out of funds legally available for payment,
cumulative dividends at the annual rate of 5.50% of the liquidation preference
of
Upon the Company's voluntary or involuntary liquidation, winding-up or
dissolution, each holder of Mandatory Convertible Preferred Stock will be
entitled to receive a liquidation preference in the amount of
The above description of the Certificate of Designations is qualified in its entirety by reference to the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On
ITEM 8.01 OTHER EVENTS
The closing of the offerings occurred on
A copy of the press release pertaining to the completion of the offerings is filed with this report as Exhibit 99.1 and incorporated herein by reference.
Additionally, in connection with the offerings, the Company is filing legal opinions regarding the validity of the Common Stock and Mandatory Convertible Preferred Stock, attached as Exhibit 5.1 and 5.2, respectively, to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement relating to the Common Stock, dated as ofMay 21, 2020 , amongBoston Scientific Corporation andJ.P. Morgan Securities LLC andBofA Securities Inc. , as representatives of the underwriters. 1.2 Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated as ofMay 21, 2020 , amongBoston Scientific Corporation andJ.P. Morgan Securities LLC andBofA Securities Inc. , as representatives of the underwriters. 3.1 Certificate of Designations of the Mandatory Convertible Preferred Stock filed with the Secretary of State of theState of Delaware onMay 26, 2020 . 4.1 Specimen Certificate of the Mandatory Convertible Preferred Stock (contained in Exhibit 3.1 above). 5.1 Opinion ofShearman & Sterling LLP regarding the legality of the shares of Common Stock, datedMay 27, 2020 . 5.2 Opinion ofShearman & Sterling LLP regarding the legality of the shares of Mandatory Convertible Preferred Stock, datedMay 27, 2020 . 23.1 Consent ofShearman & Sterling LLP (included in Exhibit 5.1). 23.2 Consent ofShearman & Sterling LLP (included in Exhibit 5.2). Press Release issued byBoston Scientific Corporation , dated May 99.1 27, 2020. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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