QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on December 23, 2002

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
incorporation or organization)
  (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 1996 INCENTIVE STOCK PROGRAM
(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

  Proposed
Maximum
Offering
Price
Per Share (a)

  Proposed
Maximum
Aggregate
Offering
Price (a)

  Amount of
Registration
Fee (a)


Common shares (without par value)   23,317,950   $41.43   $966,062,669   $88,878

(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 on the New York Stock Exchange on December 17, 2002.





Part II. Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

        The contents of Abbott Laboratories 1996 Incentive Stock Program Registration Statement on Form S-8 (File no. 333-09071) are incorporated herein by reference.


Item 5. Interests 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 December 18, 2002, approximately 150,427 Common Shares of the Registrant (this amount includes approximately 2,012 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 614,979 Common Shares of which options to purchase 428,313 Common Shares are currently exercisable.


Item 8. Exhibits

        See Exhibit Index which is incorporated herein by reference.

II-1



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, 2002.


 

 

ABBOTT LABORATORIES

 

 

By:

/s/  
MILES D. WHITE      
Miles D. White,
Chairman of the Board and
Chief Executive Officer

II-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
  December 23, 2002

/s/  
RICHARD A. GONZALEZ      
Richard A. Gonzalez

 

President, Chief Operating
Officer, Medical Products Group,
and Director

 

December 23, 2002

/s/  
JEFFREY M. LEIDEN      
Jeffrey M. Leiden, M.D., Ph.D.

 

President, Chief Operating
Officer, Pharmaceutical Products
Group, and Director

 

December 23, 2002

/s/  
THOMAS C. FREYMAN      
Thomas C. Freyman

 

Senior Vice President,
Finance and Chief Financial Officer (Principal Financial Officer)

 

December 23, 2002

/s/  
GREG W. LINDER      
Greg W. Linder

 

Vice President and Controller (Principal Accounting Officer)

 

December 23, 2002

/s/  
ROXANNE S. AUSTIN      
Roxanne S. Austin

 

Director

 

December 23, 2002

/s/  
H. LAURANCE FULLER      
H. Laurance Fuller

 

Director

 

December 23, 2002

 

 

 

 

 

II-3



/s/  
JACK M. GREENBERG      
Jack M. Greenberg

 

Director

 

December 23, 2002

/s/  
DAVID A. JONES      
David A. Jones

 

Director

 

December 23, 2002

/s/  
DAVID A. L. OWEN      
David A. L. Owen

 

Director

 

December 23, 2002

/s/  
BOONE POWELL, JR.      
Boone Powell, Jr.

 

Director

 

December 23, 2002

/s/  
A. BARRY RAND      
A. Barry Rand

 

Director

 

December 23, 2002

/s/  
W. ANN REYNOLDS      
W. Ann Reynolds

 

Director

 

December 23, 2002

/s/  
ROY S. ROBERTS      
Roy S. Roberts

 

Director

 

December 23, 2002

/s/  
WILLIAM D. SMITHBURG      
William D. Smithburg

 

Director

 

December 23, 2002

/s/  
JOHN R. WALTER      
John R. Walter

 

Director

 

December 23, 2002

II-4



EXHIBIT INDEX

Exhibit No.
  Description
5   Opinion of Jose M. de Lasa, as to the legality of the securities being registered.

23

 

The consent of counsel, Jose M. de Lasa, is included in his opinion.

24

 

Power of Attorney is included on the signature page.

99.1

 

Statement regarding consent of Arthur Andersen LLP.



QuickLinks

SIGNATURES
EXHIBIT INDEX

QuickLinks -- Click here to rapidly navigate through this document


Exhibit 5

December 19, 2002

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 23,317,950 additional shares of the common stock, without par value, of Abbott Laboratories (the "Shares") pursuant to the Abbott Laboratories 1996 Incentive Stock Program (the "Program"), 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:

        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:

        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 Program and to the reference to me under the caption "Interest of Named Experts and Counsel" in such Registration Statement.

Very truly yours,

/s/  JOSE M. DE LASA     
Jose M. de Lasa
Senior Vice President,
Secretary and General Counsel




QuickLinks


QuickLinks -- Click here to rapidly navigate through this document


Exhibit 99.1

        Statement Regarding Consent of Arthur Andersen LLP

        On April 26, 2002, the Board of Directors of Abbott Laboratories, upon the recommendation of its Audit Committee, engaged Deloitte & Touche LLP to replace Arthur Andersen LLP as Abbott's independent auditors. The audit engagement team at Arthur Andersen responsible for Abbott's 2001 audit is no longer with Arthur Andersen. As a result and 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 dated January 15, 2002 included in Abbott Laboratories Annual Report on Form 10-K for the fiscal year ended December 31, 2001. 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.




QuickLinks