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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(B)(C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. __) 1/
ASPECT MEDICAL SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title or Class of Securities)
045235108
(CUSIP Number)
AUGUST 7, 2002
(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-1(b)
|X| Rule 13d-1(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).
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(Page 1 of 5 Pages)
CUSIP No. 045235108 Page 2 of 5
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1 NAME OF REPORTING PERSON
Boston Scientific Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
04-2695240
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
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5 SOLE VOTING POWER 2,298,572
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NUMBER OF
SHARES 6 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY -------- ------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 2,298,572
PERSON
WITH -------- ------------------------------------------
8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,298,572
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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12 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 045235108 Page 3 of 5
ITEM 1(a). NAME OF ISSUER:
Aspect Medical Systems, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
141 Needham Street, Newton, MA 02462-1505
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:
Delaware, United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share, of Aspect Medical
Systems, Inc.
ITEM 2(e). CUSIP NUMBER:
045235108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) |_| Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Rule 13d-1(b)
(1)(ii)(G).
(h) |_| Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) |_| Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
CUSIP No. 045235108 Page 4 of 5
ITEM 4. OWNERSHIP:
(a) Amount beneficially owned: 2,298,572 shares
(b) Percent of class: 11.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 2,298,572 shares
(ii) Shared power to vote or direct the vote: Not applicable
(iii) Sole power to dispose or to direct the
disposition of: 2,298,572 shares
(iv) Shared power to dispose or to direct the
disposition of: Not applicable
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
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 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. 045235108 Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
August 8, 2002
By: /s/ Lawrence J. Knopf
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Name: Lawrence J. Knopf
Title: Vice President and Assistant
General Counsel