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Registration No. 333- ----------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------------------------- ABBOTT LABORATORIES (Exact name of registrant as specified in its charter) Illinois 36-0698440 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Abbott Laboratories 60064-3500 100 Abbott Park Road (Zip Code) Abbott Park, Illinois (Address of Principal Executive Offices) ABBOTT LABORATORIES 1996 INCENTIVE STOCK PROGRAM (Full Title of the Plan) ----------------------------------- Jose M. de Lasa Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-3500 (Name and address of agent for service) Telephone number, including area code, of agent for service: (847) 937-5200 ----------------------------------- CALCULATION OF REGISTRATION FEE (a) The Common Shares registered hereunder represent that number of shares with respect to which options may be granted to employees of the Company or its subsidiaries under the Abbott Laboratories 1996 Incentive Stock Program. (An undetermined number of additional shares may be issued if the antidilution provisions of the plan become operative). The filing fee has been calculated in accordance with Rule 457(c) based on the average of the high and low prices of registrant's Common Shares reported in the consolidated reporting system on December 23, 1997. Page 1 of 6
- ------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Aggregate Amount of Title of Securities Amount to be Offering Price Offering Registration to be Registered Registered Per Share (a) Price (a) Fee (a) - ------------------------------------------------------------------------------------- Common shares 5,421,102 $65.79 $356,654,301 $105,214 (without par value) - ------------------------------------------------------------------------------------- The contents of Abbott Laboratories 1996 Incentive Stock Program Registration Statement on Form S-8 (File no. 333-09071) are incorporated herein by reference. Exhibit Index Located at Page 6 Page 2 of 6 SIGNATURES THE REGISTRANT. 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in unincorporated Lake County, and State of Illinois, on December 23, 1997. ABBOTT LABORATORIES By: /s/ Duane L. Burnham -------------------------- Duane L. Burnham, Chairman of the Board and Chief Executive Officer Exhibit Index Located at Page 6 Page 3 of 6 Each person whose signature appears below constitutes and appoints Duane L. Burnham and Jose M. de Lasa, Esq., and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 - --------- ----- ---- /s/ Duane L. Burnham - ------------------------ Chairman of the Board, December 23, 1997 Duane L. Burnham Chief Executive Officer, and Director of Abbott Laboratories /s/ K. Frank Austen - ------------------------ Director of Abbott December 23, 1997 K. Frank Austen, M.D. Laboratories /s/ H. Laurance Fuller - ------------------------ Director of Abbott December 23, 1997 H. Laurance Fuller Laboratories /s/ Thomas R. Hodgson - ------------------------ President, Chief Operating Thomas R. Hodgson Officer, and Director of December 23, 1997 Abbott Laboratories /s/ David A. Jones - ------------------------ Director of Abbott December 23, 1997 David A. Jones Laboratories - ------------------------ Director of Abbott December __, 1997 David A. L. Owen Laboratories /s/ Boone Powell, Jr. - ------------------------ Director of Abbott December 23, 1997 Boone Powell, Jr. Laboratories /s/ A. Barry Rand - ------------------------ Director of Abbott December 23, 1997 A. Barry Rand Laboratories /s/ W. Ann Reynolds - ------------------------ Director of Abbott December 23, 1997 W. Ann Reynolds Laboratories /s/ William D. Smithburg - ------------------------ Director of Abbott December 23, 1997 William D. Smithburg Laboratories /s/ John R. Walter - ------------------------ Director of Abbott December 23, 1997 John R. Walter Laboratories Exhibit Index Located at Page 6 Page 4 of 6 /s/ William L. Weiss - ------------------------ Director of Abbott December 23, 1997 William L. Weiss Laboratories /s/ Gary P. Coughlan - ------------------------ Senior Vice President, Gary P. Coughlan Finance and Chief Financial December 23, 1997 Officer (Principal Financial Officer) of Abbott Laboratories /s/ Theodore A. Olson - ------------------------ Vice President and December 23, 1997 Theodore A. Olson Controller (Principal Accounting Officer) of Abbott Laboratories Exhibit Index Located at Page 6 Page 5 of 6 Exhibit Index Exhibit No. Description - ----------- ----------- 4 Abbott Laboratories 1996 Incentive Stock Program [incorporated herein by reference; filed as Exhibit 4 to Abbott Laboratories 1996 Incentive Stock Program Registration Statement on Form S-8 (File No. 333-09071)]. 5 Opinion of Jose M. de Lasa, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP as to the use of their report and references to their firm. 23.2 The consent of counsel, Jose M. de Lasa, is included in his opinion. 24 Power of Attorney is included on the signature page. Page 6 of 6
[LETTERHEAD] December 23, 1997 Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-3500 Gentlemen: I am Senior Vice President, Secretary and General Counsel of Abbott Laboratories, an Illinois corporation, and have advised Abbott Laboratories in connection with the proposed offering of 5,421,102 shares of the common stock, without par value, of Abbott Laboratories (the "Shares") pursuant to the Abbott Laboratories 1996 Incentive Stock Program (the "Program"), which Program is more fully described in the Registration Statement on Form S-8 to which this is an exhibit (the "Registration Statement"). The Registration Statement is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection with the proposed offering and registration, I, or members of my staff, have examined or are otherwise familiar with: (i) the Registration Statement, (ii) the Restated Articles of Incorporation of Abbott Laboratories, (iii) the By-laws of Abbott Laboratories, (iv) the Program, and (v) the minutes of all of the meetings of the board of directors of Abbott Laboratories and of the shareholders of Abbott Laboratories relating to the establishment of the Program or the award of benefits under the Program. In addition, I have made such other examinations and have ascertained or verified to my satisfaction such additional facts as I deem pertinent under the circumstances. On the basis of such examinations, I am of the opinion that: 1. Abbott Laboratories is a corporation duly organized and validly existing under the laws of the State of Illinois with full corporate power and authority to issue the Shares and having authorized capital of 1,200,000,000 common shares, of which 764,694,116 were outstanding on November 30, 1997 and 1,000,000 cumulative preferred shares, par value $1.00 per share, none of which are outstanding. 2. As of December 31, 1996, 5,421,102 shares of Common Stock were reserved for issuance upon the exercise of options or the grant of benefits under the Program. 3. All of the legal and corporate proceedings that are necessary in connection with the grant of benefits under the Program and the authorization and issuance of the Shares pursuant thereto has been duly taken and, after those Shares have been issued in accordance with the provisions of the Program, will be legally issued, fully paid and nonassessable outstanding common shares of Abbott Laboratories. I hereby consent to the use of this legal opinion as an exhibit to the Registration Statement to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Very truly yours, /s/ Jose M. de Lasa Jose M. de Lasa Senior Vice President, Secretary and General Counsel JMdL/tj
Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of: (i) our supplemental report dated January 15, 1997, included in the Abbott Laboratories Annual Report on Form 10-K for the year ended December 31, 1996 and (ii) our report dated January 15, 1997, incorporated by reference in the Abbott Laboratories Annual Report on Form 10-K for the year ended December 31, 1996 and to all references to our Firm in the Registration Statement. /s/ ARTHUR ANDERSEN LLP -------------------------- ARTHUR ANDERSEN LLP Chicago, Illinois December 23, 1997