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As filed with the Securities and Exchange Commission on September 29, 2003.
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 (State or other jurisdiction of incorporation or organization) |
36-0698440 (I.R.S. Employer Identification No.) |
|
Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois (Address of Principal Executive Offices) |
60064-6400 (Zip Code) |
ABBOTT LABORATORIES AFFILIATE EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Jose M. de Lasa
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (847) 937-5200
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common shares (without par value) including Preferred Stock Purchase Rights | 2,000,000 | $42.425 | $84,850,000 | $6,865 | ||||
- (1)
- In
addition, this registration statement relates to such indeterminate number of additional Common Shares of the Registrant as may be issuable as a result of stock splits, stock
dividends, combinations or recapitalizations, as described in the Plan.
- (2)
- The filing fee has been calculated in accordance with Rule 457(c) and (h) based on the average of the high and low prices of the Registrant's Common Shares reported on the New York Stock Exchange on September 24, 2003.
Part II. Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The contents of Abbott Laboratories Affiliate Employee Stock Purchase Plan Registration Statement on Form S-8 (File no. 333-75442) are incorporated herein by reference.
Item 5. Interest of Named Experts and Counsel
Jose M. de Lasa, Esq., Senior Vice President, Secretary and General Counsel of the Registrant, whose opinion is included herewith as Exhibit 5, beneficially owned as of September 22, 2003, approximately 144,204 Common Shares of the Registrant (this amount includes approximately 2,234 shares held for the benefit of Mr. de Lasa in the Abbott Laboratories Stock Retirement Trust pursuant to the Abbott Laboratories Stock Retirement Plan) and held options to acquire 701,636 Common Shares of which options to purchase 494,527 Common Shares are currently exercisable.
See Exhibit Index which is incorporated herein by reference.
S-1
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 September 29, 2003.
| ABBOTT LABORATORIES | |||
By: |
/s/ MILES D. WHITE Miles D. White, Chairman of the Board and Chief Executive Officer |
||
S-2
Each person whose signature appears below constitutes and appoints Miles D. White and Jose M. de Lasa, Esq., and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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/ MILES D. WHITE Miles D. White |
Chairman of the Board, Chief Executive Officer, and Director |
September 29, 2003 | ||
/s/ RICHARD A. GONZALEZ Richard A. Gonzalez |
President, Chief Operating Officer, Medical Products Group, and Director |
September 29, 2003 |
||
/s/ JEFFREY M. LEIDEN Jeffrey M. Leiden, M.D., Ph.D. |
President, Chief Operating Officer, Pharmaceutical Products Group, and Director |
September 29, 2003 |
||
/s/ THOMAS C. FREYMAN Thomas C. Freyman |
Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |
September 29, 2003 |
||
/s/ GREG W. LINDER Greg W. Linder |
Vice President and Controller (Principal Accounting Officer) |
September 29, 2003 |
||
/s/ ROXANNE S. AUSTIN Roxanne S. Austin |
Director |
September 29, 2003 |
||
S-3
/s/ H. LAURANCE FULLER H. Laurance Fuller |
Director |
September 29, 2003 |
||
/s/ JACK M. GREENBERG Jack M. Greenberg |
Director |
September 29, 2003 |
||
/s/ DAVID A. L. OWEN David A. L. Owen |
Director |
September 29, 2003 |
||
/s/ BOONE POWELL, JR. Boone Powell, Jr. |
Director |
September 29, 2003 |
||
/s/ A. BARRY RAND A. Barry Rand |
Director |
September 29, 2003 |
||
/s/ W. ANN REYNOLDS W. Ann Reynolds |
Director |
September 29, 2003 |
||
/s/ ROY S. ROBERTS Roy S. Roberts |
Director |
September 29, 2003 |
||
/s/ WILLIAM D. SMITHBURG William D. Smithburg |
Director |
September 29, 2003 |
||
/s/ JOHN R. WALTER John R. Walter |
Director |
September 29, 2003 |
S-4
| Exhibit No. |
Description |
|
|---|---|---|
| 5 | Opinion of Jose M. de Lasa. | |
23.1 |
The consent of counsel, Jose M. de Lasa, is included in his opinion. |
|
23.2 |
Consent of Deloitte & Touche LLP. |
|
23.3 |
Consent of Deloitte & Touche LLP. |
|
24 |
Power of Attorney is included on the signature page. |
|
99.1 |
Statement Regarding Consent of Arthur Andersen LLP. |
S-5
-
Item 3. Incorporation of Documents by Reference
Item 5. Interest of Named Experts and Counsel
Item 8. Exhibits
EXHIBIT INDEX
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September 29, 2003
Abbott
Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
Ladies and 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 2,000,000 shares of the common stock, without par value, of Abbott Laboratories (the "Shares") pursuant to the Abbott Laboratories Affiliate Employee Stock Purchase Plan (the "Plan"), being offered pursuant to 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
Plan, and
- (v)
- the minutes of all of the meetings of the board of directors of Abbott Laboratories relating to the establishment of the Plan.
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 all of the legal and corporate proceedings that are necessary in connection with the grant of benefits under the Plan and the authorization and issuance of the Shares pursuant thereto have been duly taken and, after those Shares have been issued in accordance with the provisions of the Plan, those Shares will be legally issued, fully paid and nonassessable outstanding common shares of Abbott Laboratories.
I hereby consent to the filing of this legal opinion as an exhibit to the Registration Statement on Form S-8 to be filed by Abbott Laboratories with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the Shares issuable pursuant to the Plan and to the reference to me under the caption "Interest of Named Experts and Counsel" in such Registration Statement.
Very truly yours,
Jose M.
de Lasa
Senior Vice President,
Secretary and General Counsel
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Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of Abbott Laboratories for the Abbott Laboratories Affiliate Employee Stock Purchase Plan on Form S-8 of our reports dated January 15, 2003, relating to the consolidated financial statements of Abbott Laboratories and subsidiaries as of and for the year ended December 31, 2002 (which reports express unqualified opinions and include explanatory paragraphs concerning the application of procedures relating to certain disclosures of financial statement amounts related to the 2001 and 2000 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures) appearing in the Annual Report on Form 10-K of Abbott Laboratories and subsidiaries for the year ended December 31, 2002.
DELOITTE & TOUCHE LLP
Chicago,
Illinois
September 29, 2003
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Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of Abbott Laboratories for the Abbott Laboratories Affiliate Employee Stock Purchase Plan on Form S-8 of our reports dated January 15, 2003, relating to the consolidated financial statements and related financial statement schedule of TAP Pharmaceutical Products Inc. and subsidiaries as of and for the year ended December 31, 2002 appearing in the Annual Report on Form 10-K of Abbott Laboratories and subsidiaries for the year ended December 31, 2002.
DELOITTE & TOUCHE LLP
Chicago,
Illinois
September 29, 2003
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Statement Regarding Consent of Arthur Andersen LLP
The consolidated financial statements as of December 31, 2001 and 2000 and for each of the years in the two year period ended December 31, 2001 included in the Annual Report on Form 10-K of Abbott Laboratories for the year ended December 31, 2002, which are incorporated by reference in this registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto. After reasonable efforts, Abbott has been unable to obtain Arthur Andersen's consent to the incorporation by reference in this registration statement of Arthur Andersen's reports with respect to those financial statements. Rule 437a under the Securities Act of 1933 allows Abbott to omit the consent from this filing, and permits Abbott to incorporate by reference Arthur Andersen's reports into present and future registration statements.
Section 11(a) of the Securities Act provides that if any part of a registration statement, at the time it becomes effective, contains an untrue statement of material fact, or omits to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, then any person acquiring such security (unless such person knew of the untruth or omission at the time of acquisition of such security), may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation, which purports to have been prepared or certified by the accountant.
Arthur Andersen has not consented to the incorporation by reference of its audit reports in this registration statement. Arthur Andersen may, therefore, not be liable under Section 11(a) of the Securities Act because it has not consented to the incorporation by reference of its reports in this registration statement. Abbott believes, however, that other persons who may be liable under Section 11(a) of the Securities Act, including Abbott's officers and directors, may still rely on Arthur Andersen's audit reports as being made by an expert under the due diligence defense provision of Section 11(b) of the Securities Act.