WWW.EXFILE.COM -- 15157 -- BOSTON SCIENTIFIC -- FORM 8-K
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 7, 2007

 
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in charter)

DELAWARE
1-11083
04-2695240
(State or other
(Commission
(IRS employer
jurisdiction of
file number)
identification no.)
incorporation)
    

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 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))
 
 
 
ITEM 5.03.
AMENDMENTS TO ARTICLES OF  INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
 
At our Annual Meeting of Stockholders held on May 8, 2007, our stockholders approved certain amendments to the Certificate of Incorporation and the Bylaws of Boston Scientific Corporation declassifying the Board of Directors, increasing the maximum size of the Board of Directors from 15 to 20 directors and other administrative matters. Copies of the Certificate of Amendment to the Certificate of Incorporation and the Restated Bylaws are attached hereto as Exhibit 3(i) and Exhibit 3(ii) to this Current Report on Form 8-K.
 

ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit  No.           Description

3.1(i)                    
Form of Fifth Amendment to Amended and Restated Certificate of Incorporation

3.1(ii)                    
Restated Bylaws
 
 
 
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:       May 11, 2007 By:   /s/ Lawrence J. Knopf
 
Lawrence J. Knopf
 
Vice President and Assistant General Counsel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EXHIBIT INDEX
 
 
 

Exhibit No.
Description

3.1(i)                    
Form of Fifth Amendment to Amended and Restated Certificate of Incorporation

3.1(ii)                    
Restated Bylaws