BSX Boston Scientific
Filed: 17 Nov 20, 7:00pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2020
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
|☐||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)|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of each exchange on which registered|
|Common Stock, $0.01 par value per share||BSX||New York Stock Exchange|
|0.625% Senior Notes due 2027||BSX27||New York Stock Exchange|
|5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share||BSX PR A||New York Stock Exchange|
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 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
On November 17, 2020, Boston Scientific Corporation (the “Company”) announced a global, voluntary recall of all unused inventory of its LOTUS Edge™ Aortic Valve System, and its decision to retire the entire LOTUS platform immediately.
The Company estimates the decision will result in total pre-tax charges of approximately $225 million to $300 million, which includes $50 million to $100 million of estimated charges expected to result in future cash outlays. The following table provides a summary of the Company's estimate of costs associated with the product discontinuation, the vast majority of which are expected to be recorded in the fourth quarter of 2020:
|Type of Cost||Total Estimated Amount Expected to be Incurred|
|Inventory write-offs and other||$100 million to $150 million|
|Intangible asset impairment charges:||$10 million|
|Exit costs (1)||$45 million to $60 million|
|Restructuring-related expenses (2):||$70 million to $80 million|
|$225 million to $300 million|
(1) Comprised of termination benefits, contractual cancellations and certain other exit costs.
(2) Comprised of other costs directly related to the product discontinuation, including fixed asset write-offs and plant decommissioning costs.
ITEM 8.01. OTHER EVENTS.
The Company issued a press release on November 17, 2020, announcing its decision. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements about the impact of the decision, including future financial results, our plans, objectives, expectations and intentions, the expected timing for recording associated charges and other statements that are not historical facts. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this Current Report on Form 8-K. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other things: future economic, political, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; intellectual property; litigation; financial market conditions; and future business decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A - Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.
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:||November 17, 2020||BOSTON SCIENTIFIC CORPORATION|
|By:||/s/ Vance R. Brown|
|Vance R. Brown|
|Vice President and Chief Corporate Counsel|