As filed with the Securities and Exchange Commission on July 27, 2004
Registration No. 333-116589
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ADVANCED MEDICAL OPTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0986820
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1700 E. St. Andrew Place
Santa Ana, California 92705
(Address of principal executive offices, including zip code)
ADVANCED MEDICAL OPTICS, INC.
2002 INCENTIVE COMPENSATION PLAN (AS AMENDED)
(Full title of the plan)
James V. Mazzo
President and Chief Executive Officer
Advanced Medical Optics, Inc.
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)
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Explanatory Note
The purpose of this Amendment No. 1 to Registration Statement No.
333-116589 (the "Registration Statement") of Advanced Medical Optics, Inc.
(the "Registrant") is to file as an exhibit to the Registration Statement the
consent of KPMG LLP, independent certified public accountants, in which KPMG
LLP consents to the incorporation by reference into the Registration Statement
of its report dated June 15, 2004 with respect to the combined statements of
net assets to be sold as of December 31, 2003, 2002 and 2001 and the related
combined statements of direct revenues and direct operating expenses for the
years ended December 31, 2003, 2002 and 2001 of the Surgical Ophthalmic
Business (a business within Pfizer Inc.'s Global Pharmaceutical Group), which
appears in the Registrant's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on June 15, 2004.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the Advanced Medical Optics,
Inc. (the "Registrant") 2002 Incentive Compensation Plan, as amended (the
"Plan").
Initially, an aggregate of 6,700,000 shares of common stock were
available for issuance under the Plan, and such shares were registered on Form
S-8 filed with the Securities and Exchange Commission (the "Commission") on
June 21, 2002 (Registration No. 333-90950). In February 2004 the Registrant's
Board of Directors adopted, and on May 20, 2004 the stockholders of the
Registrant approved, certain amendments to the Plan, including an increase of
2,000,000 shares of common stock issuable under the Plan. This registration
statement covers such increase of 2,000,000 shares of common stock issuable
under the Plan, bringing the total number of shares authorized thereunder to
8,700,000.
Item 3. Incorporation of Documents by Reference.
The Registrant's Registration Statement on Form S-8 (Registration No.
333-90950), which has been filed by the Registrant with the Commission, is
incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
The Registrant has agreed to indemnify and hold KPMG LLP ("KPMG")
harmless against and from any and all legal costs and expenses incurred by
KPMG in successful defense of any legal action or proceeding that arises as a
result of KPMG's consent to the incorporation by reference of its audit report
on the Registrant's past financial statements incorporated by reference in
this registration statement.
Item 8. Exhibits.
The following exhibits are filed as part of this registration
statement:
Exhibit
Number Description
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4.1 Advanced Medical Optics, Inc. 2002 Incentive Compensation Plan,
as amended (incorporated by reference to Exhibit A to the Proxy
Statement for the 2004 Annual Meeting of Stockholders filed on
April 15, 2004)
5.1 Opinion of Aimee S. Weisner, General Counsel of Advanced Medical
Optics, Inc.*
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm*
23.2 Consent of Independent Registered Public Accounting Firm*
23.3 Consent of Aimee S. Weisner (included in Exhibit 5.1)*
23.4 Consent of Independent Registered Public Accounting Firm.
24.1 Power of Attorney (included in the signature page of the
Registration Statement)*
* Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-8 (Registration No. 333-116589) filed on June 17, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 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 July 27, 2004.
ADVANCED MEDICAL OPTICS, INC.
By: /s/ James V. Mazzo
-------------------------------------
James V. Mazzo
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated and on the dates indicated.
Signature Title Date
-------------------------- -------------------------- ------------------
President and Chief Executive July 27, 2004
* Officer, Director
--------------------------- (Principal Executive Officer)
James V. Mazzo
Executive Vice President of July 27, 2004
Operations and Finance and
* Chief Financial Officer
--------------------------- (Principal Financial Officer)
Richard A. Meier
* Vice President and Controller July 27, 2004
--------------------------- (Principal Accounting Officer)
Robert F. Gallagher
* Chairman of the Board and July 27, 2004
--------------------------- Director
William R. Grant
* Director July 27, 2004
--------------------------
Christopher G. Chavez
* Director July 27, 2004
--------------------------
William J. Link, Ph.D.
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Signature Title Date
-------------------------- -------------------------- ------------------
* Director July 27, 2004
--------------------------
Michael A. Mussallem
* Director July 27, 2004
--------------------------
Deborah J. Neff
* Director July 27, 2004
--------------------------
James O. Rollans
* By: /s/ James V. Mazzo Attorney-in-fact July 27, 2004
---------------------
James V. Mazzo
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EXHIBIT INDEX
4.1 Advanced Medical Optics, Inc. 2002 Incentive
Compensation Plan, as amended (incorporated by
reference to Exhibit A to the Proxy Statement for the
2004 Annual Meeting of Stockholders filed on April 15,
2004)
5.1 Opinion of Aimee S. Weisner, General Counsel of
Advanced Medical Optics, Inc.*
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Registered Public Accounting Firm*
23.2 Consent of Independent Registered Public Accounting
Firm*
23.3 Consent of Aimee S. Weisner (included in Exhibit 5.1)*
23.4 Consent of Independent Registered Public Accounting Firm.
24.1 Power of Attorney (included in the signature page of
the Registration Statement)*
* Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-116589) filed on June 17, 2004.