UNITED
STATES |
| 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): April 18, 2005 (April 14, 2005) |
| ADVANCED MEDICAL OPTICS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 01-31257 | 33-0986820 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1700 E. St. Andrew Place Santa Ana, CA |
92705 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: (714) 247-8200 |
| Not Applicable |
| (Former name or former address, if changed since last report) |
| 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 (see General Instruction A.2. below): |
| ¨ | Written communications 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 3.02 Unregistered Sales of Equity Securities. |
| On April 14, 2005, Advanced Medical Optics, Inc. issued an aggregate of 160,695 shares of its common stock to a holder of its 3½% Convertible Senior Subordinated Notes due 2023 (the “3½% convertible notes”) in exchange for $3,000,000 aggregate principal amount of the 3½% convertible notes in a privately negotiated transaction. The issuance of the shares of common stock was made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. |
SIGNATURES |
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
| ADVANCED MEDICAL OPTICS, INC. (Registrant) |
| Date: | April 18, 2005 | By: | /s/ Aimee S. Weisner | |
| |
| Aimee S. Weisner Corporate Vice President, General Counsel and Secretary |