8-KMaterial AgreementsOther EventsExhibits & Filings

BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Dec 29, 2004)

Filed December 29, 2004For Securities:BSX

Summary

Boston Scientific Corporation (BSX) filed an 8-K on December 28, 2004, reporting two primary events. First, the company announced an amendment to its stock option plans, effective December 31, 2004, to align the definition of "Retirement" for all outstanding options, particularly for those granted before May 2001. This change is expected to result in a non-cash pre-tax charge of approximately $80 million to $100 million in the fourth quarter of 2004. This amendment aims to standardize retirement planning and exercise periods for employees, potentially impacting the future exercise of a significant number of stock options. Second, the company disclosed its intention to repatriate approximately one billion dollars in foreign subsidiary earnings, taking advantage of recent legislation allowing repatriation at a significantly reduced tax rate of 5.25%. This repatriation is expected to result in a tax liability of approximately $60 million to $80 million, recorded in the fourth quarter of 2004. The filing also details a separation agreement with Dennis A. Ocwieja, Senior Vice President of Regulatory Affairs and Quality, outlining his retirement benefits and transition terms.

Key Highlights

  • 1Amendment to stock option plans to standardize retirement definitions for all outstanding options, effective December 31, 2004.
  • 2Expected non-cash pre-tax charge of $80 million to $100 million related to the stock option plan amendment in Q4 2004.
  • 3Company to repatriate approximately $1 billion in foreign subsidiary earnings due to favorable tax legislation.
  • 4Accrual of an estimated $60 million to $80 million tax liability for repatriation of foreign earnings in Q4 2004.
  • 5Separation agreement entered into with Dennis A. Ocwieja, Senior Vice President of Regulatory Affairs and Quality, effective December 22, 2004, detailing retirement terms.
  • 6Mr. Ocwieja's retirement effective January 31, 2005, with a compensation package including salary continuation, life insurance premiums, and consulting services.

Frequently Asked Questions

The amendment to the stock option plans is expected to result in a non-cash pre-tax charge of approximately $80 million to $100 million in the fourth quarter of 2004. This charge is an estimate based on current projections and could be adjusted in future periods based on actual experience.

Boston Scientific is repatriating approximately $1 billion in foreign subsidiary earnings to take advantage of new legislation that allows repatriation at a significantly reduced federal tax rate of 5.25%. The company expects to accrue a tax liability of approximately $60 million to $80 million for federal, state, and foreign taxes associated with this repatriation in the fourth quarter of 2004.

The agreement, effective December 22, 2004, outlines Mr. Ocwieja's retirement from his position as Senior Vice President of Regulatory Affairs and Quality on January 31, 2005. The company will provide a payment equal to one year's salary, continued executive life insurance premiums (tax-grossed up), and a lump sum for transition and consulting services. The agreement also includes non-solicitation and non-competition clauses.

The change standardizes the definition of "Retirement" for stock options granted before May 7, 2001, and those under the RadioTherapeutics 1994 Stock Incentive Plan. This aligns the retirement eligibility and post-separation exercise period (extended to 36 months from 90 days for eligible retirees, not exceeding the grant's term) with the current definition, aiming to reduce confusion and inconsistency in retirement planning.