As filed with the Securities and Exchange Commission on March 17, 2009

Registration No. 333-90950

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ABBOTT MEDICAL OPTICS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

1700 E. St. Andrew Place
Santa Ana, California  92705
(714) 247-8200

(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)

 

Aimee S. Weisner
Executive Vice President, Administration and Secretary
1700 E. St. Andrew Place
Santa Ana, California  92705
(714) 247-8200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, Of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

	Large accelerated filer	x	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	o
	(Do not check if a smaller reporting company)

 

 

 

DEREGISTRATION OF SECURITIES

 

On June 21, 2002, Advanced Medical Optics, Inc., a Delaware corporation (“AMO”), filed a registration statement on Form S-8 (Registration No. 333-90950) (the “Registration Statement”) with the U.S. Securities and Exchange Commission with respect to a total of 10,300,000 shares of AMO common stock, par value $0.01 per share (the “Common Stock”), issuable under certain of AMO’s equity plans (the “Plans”) as follows:

 

·                  400,000 shares authorized for issuance under the Advanced Medical Optics, Inc. 401(k) Plan;

 

·                  6,700,000 shares authorized for issuance under the Advanced Medical Optics, Inc. 2002 Incentive Compensation Plan;

 

·                  2,900,000 shares authorized for issuance under the Advanced Medical Optics, Inc. 2002 Employee Stock Purchase Plan and 2002 International Stock Purchase Plan;

 

·                  150,000 shares reserved for issuance under the AMO Irish Savings Related Share Option Scheme; and

 

·                  150,000 shares reserved for issuance under the AMO (Ireland) Share Participation Scheme.

 

The Registration Statement also automatically covered any additional shares of Common Stock that become issuable under the Plans by reason of any stock dividend, stock split, or other similar transaction, an indeterminate amount of interests to be offered or sold pursuant to the Advanced Medical Optics, Inc. 401(k) Plan, and up to $3,000,000 in deferred compensation obligations of AMO pursuant to the Advanced Medical Optics, Inc. Executive Deferred Compensation Plan, reflecting unsecured obligations of AMO to pay, in the future, deferred compensation in accordance with the terms of such plan.

 

On February 26, 2009, pursuant to the Agreement and Plan of Merger, dated as of January 11, 2009, among AMO, Abbott Laboratories, an Illinois corporation (“Parent”), and Rainforest Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into AMO (the “Merger”), with AMO surviving the Merger as a wholly owned subsidiary of Parent.  Concurrently with the Merger, AMO changed its name to Abbott Medical Optics Inc. (the “Company”).  As a result of the Merger, AMO’s Common Stock is no longer publicly traded.  Accordingly, the Company wishes to terminate the offering of securities registered pursuant to the Registration Statement.

 

Pursuant to the undertaking made by AMO in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the effectiveness of such Registration Statement and to deregister all of the shares of Common Stock that remain unsold as of the date hereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on March 17, 2009.

 

	Abbott Medical Optics Inc.
	By:	/s/ Aimee S. Weisner
		Name:	Aimee S. Weisner
		Title:	Executive Vice President, Administration and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
*		Chief Executive Officer		March 17, 2009
James V. Mazzo		(Principal Executive Officer)
/s/ Michael V. Lambert		Executive Vice President and Chief Financial		March 17, 2009
Michael V. Lambert		Officer
		(Principal Financial Officer)
*		Senior Vice President, Chief Accounting		March 17, 2009
Robert F. Gallagher		Officer and Controller
		(Principal Accounting Officer)
/s/ Thomas C. Freyman		Director		March 17, 2009
Thomas C. Freyman

 

 

* By:	/s/ Aimee S. Weisner
	Aimee S. Weisner
	As attorney-in-fact under power of attorney granted in Registration Statement previously filed on June 21, 2002

 

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SIGNATURE

 

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the Advanced Medical Optics, Inc. 401(k) Plan certifies that it has reasonable grounds to believe that it has met all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on March 17, 2009.

 

	ADVANCED MEDICAL OPTICS, INC. 401(K) PLAN
	By:
		Abbott Medical Optics Inc.
		Corporate Benefits Committee
		Plan Administrator
		/s/ Robert F. Gallagher
		Robert F. Gallagher
		Member of the Corporate Benefits Committee
		(On behalf of the Advanced Medical Optics, Inc. 401(k) Plan)
		/s/ Michael Tyson
		Michael Tyson
		Member of the Corporate Benefits Committee
		(On behalf of the Advanced Medical Optics, Inc. 401(k) Plan)
		/s/ Nicholas Tarantino
		Nicholas Tarantino
		Member of the Corporate Benefits Committee
		(On behalf of the Advanced Medical Optics, Inc. 401(k) Plan)
		/s/ Diane W. Biagianti
		Diane W. Biagianti
		Member of the Corporate Benefits Committee
		(On behalf of the Advanced Medical Optics, Inc. 401(k) Plan)

 

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