As Filed with the Securities and Exchange Commission on November 22, 1999
Registration No. 333-85867
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
Registration Statement under the Securities Act of 1933
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Abbott Laboratories
(Exact name of Registrant as specified in its charter)
Illinois
(State or other jurisdiction of 36-0698440
incorporation or organization) (I.R.S. Employer Identification No.)
Options and rights to purchase Abbott Laboratories common shares
issued in substitution for options and rights issued under
Perclose, Inc. 1992 Stock Plan
Perclose, Inc. 1995 Director Option Plan
Perclose, Inc. 1997 Stock Plan
Perclose, Inc. 1995 Employee Stock Purchase Plan
(Full Title of the Plans)
Jose M. de Lasa
Senior Vice President, Secretary and General Counsel
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(847) 937-6100
(Name, address, including, zip code and telephone number,
including area code, of agent for service)
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Calculation of Registration Fee
[CAPTION]
Proposed
Proposed maximum
Title of each class of Amount to be maximum offering aggregate offering Amount of
securities to be registered registered price per share Price registration fee
Common Shares, without par value, Shares
including preferred share
purchase rights(1).............. 2,981,000 (2) (2) (2)
==============================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also registers such
indeterminate number of additional shares and preferred share
purchase rights as may be issuable under the Plans in connection
with share splits, share dividends or similar transactions.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the
filing with the Securities and Exchange Commission of (a) the
preliminary proxy materials on Schedule 14A of Perclose, Inc. on
August 6, 1999 and (b) the Registration Statement on Form S-4 of
Abbott Laboratories (File No. 333-85867) on August 25, 1999.
-2-
INTRODUCTORY STATEMENT
Abbott hereby amends its registration statement on Form
S-4 by filing this Post Effective Amendment No. 1 on Form S-8 relating to
up to 2,981,000 Abbott common shares, without par value, including preferred
share purchase rights, issuable by Abbott upon the exercise of options and
rights to purchase with respect to Abbott common shares under the Plans. All
such Abbott common shares were originally registered pursuant to the Form S-4.
On November 19, 1999, AL Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Abbott, was merged with and into Perclose
pursuant to the Agreement and Plan of Merger dated as of July 8, 1999 among
Abbott, AL Acquisition Corp. and Perclose. Pursuant to the merger
agreement, when the merger was completed, among other things, each share of
Perclose common stock issued and outstanding at the effective time of the
merger was converted into 1.35 Abbott common shares.
Pursuant to the merger, the outstanding stock options and rights to
purchase granted under the Plans will no longer be exercisable for Perclose
common stock but, instead, will be exercisable for Abbott common shares.
-3-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Abbott with the
Commission are incorporated herein by reference:
(a) Abbott's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) Abbott's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1999;
(c) Abbott's Current Reports on Form 8-K dated June 30, September
28, November 2, November 10 and November 11, 1999;
(d) The description of Abbott common shares set forth in Abbott's
registration statement filed on Form S-3 on July 23, 1999,
including any amendment or report filed with the Commission for
the purpose of updating such description; and
(e) The description of Abbott preferred share purchase rights set
forth in Abbott's registration statement filed on Form 8-A on
November 12, 1999, including any amendment or report filed with
the Commission for the purpose of updating such description.
All documents subsequently filed by Abbott pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Previously filed. (See Item 20 of the S-4.)
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits included herewith which is incorporated by
reference herein.
Item 9. Undertakings.
Previously filed. (See Item 22 of the S-4.)
-4-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets with 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 Abbott Park, Illinois, November
22, 1999.
ABBOTT LABORATORIES
By: /s/ Jose M. de Lasa
--------------------------------------------
Jose M. de Lasa
Senior Vice President, Secretary and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed by the following persons in
the capacities indicated on November 22, 1999.
Miles D. White* Chairman and Chief Executive Officer and Director
(principal executive officer)
Gary P. Coughlan* Senior Vice President, Finance and Chief Financial
Officeer (principal financial officer)
Robert L. Parkinson, Jr.* President, Chief Operating Officer and Director
Gary L. Flynn* Vice President and Controller
(principal accounting officer)
H. Laurance Fuller*
David A. Jones*
Jeffrey M. Leiden, M.D., Ph.D.*
David A.L. Owen*
Boone Powell, Jr.*
Addison Barry Rand* Directors
W. Ann Reynolds, Ph.D.*
Roy S. Roberts*
William D. Smithburg*
John R. Walter*
William L. Weiss*
* By: /s/ Jose M. de Lasa
-------------------------------
Jose M. de Lasa
Attorney-in-Fact
-5-
EXHIBIT INDEX
Exhibit
Number Document Description
--------- ----------------------
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).*
10.10 Perclose, Inc. 1992 Stock Plan and form of Stock Option
Agreement thereunder. (Filed as Exhibit 10.2
to Perclose's Registration Statement on Form S-1
(File No. 33-97128), and incorporated by reference
herein.)
10.11 Perclose, Inc. 1995 Director Option Plan, as amended to date.
(Filed as Exhibit 10.15 to Perclose's Quarterly Report on
Form 10-Q for the quarter ended December 25, 1998
(File No. 0-26890), and incorporated by reference herein.)
10.12 Perclose, Inc. 1997 Stock Plan and Form of Stock Option
Agreement thereunder. (Filed as Exhibit 10.14 to Perclose's
Quarterly Report on Form 10-Q for the quarter ended December 19,
1997 (File No. 0-26890), and incorporated by reference herein.)
10.13 Perclose, Inc. 1995 Employee Stock Purchase Plan. (Filed as
Exhibit 10.4 to Perclose's Registration Statement on Form S-1
(File No. 33-97128), and incorporated by reference herein.)
23.3. Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois).
(Included in Exhibit 5.1 hereto.)*
23.5 Consent of Arthur Andersen LLP, independent
public accountants to Abbott Laboratories.
24.1 Power of Attorney of certain directors and officers of Abbott
Laboratories.*
- - --------------------
* Previously filed.
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January
14, 1999, included and incorporated by reference in Abbott Laboratories'
Form 10-K for the year ended December 31, 1998, and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
November 19, 1999