-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vin9jZ1eW62mCT6iZeBUJGKzIxx7tnhM30weuVJXd57q98OdT7eXZfFpSAH5DjN9 VKHJrwpIFiL7Luk8xEx3Mw== 0000947871-05-001529.txt : 20050815 0000947871-05-001529.hdr.sgml : 20050815 20050815143526 ACCESSION NUMBER: 0000947871-05-001529 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON SCIENTIFIC CORP CENTRAL INDEX KEY: 0000885725 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042695240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BOSTON SCIENTIFIC PL CITY: NATICK STATE: MA ZIP: 01760-1537 BUSINESS PHONE: 5086508000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORAUTUS GENETICS INC CENTRAL INDEX KEY: 0001003929 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330687976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50201 FILM NUMBER: 051025623 BUSINESS ADDRESS: STREET 1: 75 FIFTH STREET, NW STREET 2: SUITE 313 CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 404-526-6200 MAIL ADDRESS: STREET 1: 75 FIFTH STREET, NW STREET 2: SUITE 313 CITY: ATLANTA STATE: GA ZIP: 30308 FORMER COMPANY: FORMER CONFORMED NAME: GENSTAR THERAPEUTICS CORP DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: UROGEN CORP DATE OF NAME CHANGE: 19960508 SC 13G/A 1 sc13ga_081205-corautus.txt AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)(1) Corautus Genetics Inc. ----------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ----------------------------------------- (Title or Class of Securities) 218139 20 2 ----------------------------------------- (CUSIP Number) August 11, 2005 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-l(b) [X] Rule 13d-l(c) [_] Rule 13d-1(d) - ------------------------ (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 15117N107 13G PAGE 2 OF 6 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Boston Scientific Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] N/A (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION The State of Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 3,525,603 (*) NUMBER OF -------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 3,525,603 (*) -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,525,603 (*) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] N/A - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.8% (*) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- (*) See Item 4 CUSIP NO. 15117N107 13G PAGE 3 OF 6 ITEM 1(A). NAME OF ISSUER: Corautus Genetics Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 655 Nancy Ridge Drive, San Diego, CA 92121 ITEM 2(A). NAME OF PERSON FILING: Boston Scientific Corporation ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: One Boston Scientific Place, Natick, MA 01760-1537 ITEM 2(C). CITIZENSHIP: The State of Delaware ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share ITEM 2(E). CUSIP NUMBER: 218139 20 2 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). CUSIP NO. 15117N107 13G PAGE 4 OF 6 (e) [_] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with ss.240.13d-l(b)(1)(ii)(J). ITEM 4. OWNERSHIP: (a) Amount beneficially owned: 3,525,603 shares (b) Percent of class: 16.8% (c) Number of shares as to which such person has: (i) Sole Power to vote or to direct the vote: 3,525,603 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 3,525,603 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares The reporting person subscribed for 2,105,264 shares of Corautus Genetics Inc.'s common stock, par value $0.001 per share (the "Common Stock"), on June 27, 2005, pursuant to an Investment Agreement. The issuance of the shares to Boston Scientific was subject to the approval of Corautus's stockholders, which was obtained on August 11, 2005. The Common Stock represents beneficial ownership of approximately 10.7% of the class of common stock on an as-issued basis. The reporting person subscribed for 1,385,377 shares of Corautus Genetics Inc.'s Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), on July 20, 2003 pursuant to an Investment Agreement. Based on conversion price as of August 15, 2005, the Series D Preferred Stock is convertible into 1,420,339 shares of Corautus common stock. On an as-converted-to-common-stock basis, the Series D Preferred Stock represents beneficial ownership of approximately 7.5% of the class of common stock. CUSIP NO. 15117N107 13G PAGE 5 OF 6 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [_] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF A GROUP: Not applicable. ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 15117N107 13G PAGE 6 OF 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 15, 2005 ---------------------------- (Date) By: /s/ Lawrence J. Knopf ---------------------------- Name: Lawrence J. Knopf Title: Vice President and Assistant General Counsel -----END PRIVACY-ENHANCED MESSAGE-----