Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated September 24, 2003) Registration No. 333-108719
ADVANCED MEDICAL OPTICS, INC.
$140,000,000
3 1/2% Convertible Senior Subordinated Notes due April 15, 2023
and
Shares of Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement supplements the prospectus dated September
24, 2003, as supplemented by prospectus supplements dated October 2, 2003,
October 15, 2003, and October 28, 2003 relating to the resale by certain of
our securityholders of up to $140,000,000 aggregate principal amount at
maturity of our 3 1/2% Convertible Senior Subordinated Notes due April 15,
2023 and the shares of our common stock issuable upon conversion of the notes.
You should read this prospectus supplement in conjunction with the prospectus.
This prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supersedes
the information contained in the prospectus.
The information appearing under the heading "Selling Securityholders"
in the prospectus is hereby amended by the addition or substitution, as
applicable, of the following:
Percentage Number of
Aggregate of Number of Shares of Percentage
Principal Aggregate Shares of Common of Common
Amount At Amount of Principal Common Stock That Stock Out-
Maturity of Notes Offered Amount Stock May Be standing(3)
Name of Selling Securityholder Notes Owned Hereby of Notes Owned(1)(2) Sold(1)(2) Outstanding
---------------------------------- -------------- -------------- ------------- ------------ -------------- --------------
BNP Paribas Equity Strategies,
SNC 6,732,000 6,732,000 4.81% 327,790 327,790 1.1%
CooperNeff Convertible
Strategies (Cayman) Master
Fund, L.P. 7,122,000 7,122,000 5.09 346,780 346,780 1.2
Highbridge International LLC 8,000,000 8,000,000 5.71 389,531 389,531 1.3
Lyxor/Convertible Arbitrage Fund
Limited 457,000 457,000 0.33 22,251 22,251 *
Singlehedge U.S. Convertible
Arbitrage Fund 1,675,000 1,675,000 1.20 81,558 81,558 0.3
Sturgeon Limited 964,000 964,000 0.69 46,938 46,938 0.2
UBS AG London Branch 7,000,000 7,000,000 5.00 340,839 340,839 1.1
Total $140,000,000 $140,000,000 100.00% 6,838,092 6,816,796(4) 18.8%(5)
============ ============ ====== ========= ========= ====
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* Represents less than 0.1%.
(1) Assumes conversion of all of the holder's notes at a conversion rate
of 48.6914 shares of common stock per $1,000 principal amount at
maturity of the notes. This conversion rate is subject to adjustment,
however, as described under "Description of the Notes--Conversion
Rights" in the accompanying prospectus. As a result, the number of
shares of common stock issuable upon conversion of the notes may
increase or decrease in the future.
(2) Includes shares of common stock issuable upon conversion of the
notes. Assumes that any other holders of the notes or any future
pledgees, donees, assignees, transferees or successors of or from any
other such holders of the notes, do not beneficially own any shares
of common stock other than the common stock issuable upon conversion
of the notes at the initial conversion rate.
(3) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
29,373,994 common shares outstanding as of November 1, 2003. In
calculating this amount for each holder, we treated as outstanding
the number of shares of common stock issuable upon conversion of all
that holder's notes, but we did not assume conversion of any other
holder's notes.
(4) Represents the number of shares of common stock into which $140.0
million aggregate principal amount of notes would be convertible at
the conversion rate described in footnote 1 above.
(5) Represents the amount which the selling securityholders may sell
under this prospectus divided by the sum of the common stock
outstanding as of November 1, 2003, plus the 6,816,796 shares of
common stock into which the $140.0 million aggregate principal amount
of notes is convertible.
Investing in the notes and our common stock issuable upon conversion
of the notes involves risks that are described in the "Risk Factors" section
of the accompanying prospectus beginning on page 8.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
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The date of this prospectus supplement is November 21, 2003.