Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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 60064-6400
100 Abbott Park Road (Zip Code)
Abbott Park, Illinois
(Address of Principal Executive Offices)
Abbott Laboratories 401(k) Plan
(Full Title of the Plan)
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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
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CALCULATION OF REGISTRATION FEE
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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)
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Common shares 300,000 $53.025 $15,907,500 $3,977
(without par value)
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(a) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein. 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 August 21, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
(b) The Registrant's Current Report on Form 8-K/A,
dated March 2, 2001.
(c) The Registrant's Current Report on Form 8-K,
dated April 20, 2001.
(d) The Registrant's Current Report on Form 8-K,
dated March 2, 2001.
(e) The Registrant's Current Report on Form 8-K,
dated January 16, 2001.
(f) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001.
(g) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001.
(h) The description of the Common Shares, no par value,
contained in the Registrant's registration statements filed
under the Securities Exchange Act of 1934 (File No. 1-2189),
including any amendments or reports filed for the purpose of
updating such descriptions.
All documents subsequently filed by the Registrant or the Plan pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Restated Article R-VI of the Registrant's Restated Articles of
Incorporation provides that the Registrant shall, in the case of persons who are
or were directors or officers of the Registrant, and may, as to certain other
persons, indemnify to the fullest extent permitted by law any person who was or
is a party, or is threatened to be made a party to any threatened, pending or
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completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
provisions of Article R-VI are applicable to all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding. Expenses incurred
in defending a civil or criminal action, suit or proceeding may be paid by the
Registrant in advance of the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless it shall ultimately be
determined that he/she is entitled to indemnification.
Section 8.75 of the Illinois Business Corporation Act provides that a
corporation may indemnify any person who, by reason of the fact that such person
is or was a director or officer of such corporation, is made (or threatened to
be made) a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other than
one brought on behalf of the corporation, against reasonable expenses (including
attorneys' fees), judgments, fines and settlement payments, if such person acted
in good faith and in a manner he or she reasonably believed to be not opposed to
the best interests of such corporation and, in criminal actions, in addition,
had no reasonable cause to believe his or her conduct was unlawful. In the case
of actions on behalf of the corporation, indemnification may extend only to
reasonable expenses (including attorneys' fees) and only if such person acted in
good faith and in a manner he or she reasonably believed to be not opposed to
the best interests of the corporation, provided that no such indemnification is
permitted in respect of any claim, issue or matter as to which such person is
adjudged to be liable to the corporation except to the extent that the
adjudicating court otherwise provides. To the extent that such person has been
successful in defending any action, suit or proceeding (even one on behalf of
the corporation) or in defense of any claim, issue or matter therein, such
person is entitled to indemnification for reasonable expenses (including
attorneys' fees) incurred by such person in connection therewith if the person
acted in good faith and in a manner he or she reasonably believed to be not
opposed to the best interests of the corporation.
The indemnification provided for by the Illinois Business Corporation
Act is not exclusive of any other rights of indemnification, and a corporation
may maintain insurance against liabilities for which indemnification is not
expressly provided by the Illinois Business Corporation Act. The Registrant's
directors and officers are insured under a directors and officers liability
insurance policy maintained by the Registrant.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
(a) See Exhibit Index which is incorporated herein.
(b) The Registrant will submit, on a timely basis, to the
appropriate District Director of the Internal Revenue
Service a favorable determination letter request as to the
compliance, in form, of the Abbott Laboratories 401(k) Plan
and Trust (the "Plan") with the requirements of Section
401(a) of the
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Internal Revenue Code of 1986, as amended, and will make any
modifications that may reasonably be requested by the
District Director in connection with its review of the
determination letter request so as to obtain a favorable
determination letter with respect to the Plan.
Item 9. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) That, for the purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee
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benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, that Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 August
23, 2001.
ABBOTT LABORATORIES
By: /s/ Miles D. White
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Miles D. White,
Chairman of the Board and
Chief Executive Officer
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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 Securities and Exchange 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
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/s/ Miles D. White
- ----------------------------- Chairman of the Board, Chief August 23, 2001
Miles D. White Executive Officer, and Director
of Abbott Laboratories
/s/ Jeffrey M. Leiden
- ----------------------------- Executive Vice President, August 23, 2001
Jeffrey M. Leiden Pharmaceuticals, Chief Scientific Officer
and Director of Abbott Laboratories
/s/ Thomas C. Freyman
- ----------------------------- Senior Vice President, Finance and August 23, 2001
Thomas C. Freyman Chief Financial Officer (Principal
Financial Officer) of Abbott Laboratories
/s/ Gary L. Flynn
- ----------------------------- Vice President and Controller August 23, 2001
Gary L. Flynn (Principal Accounting Officer)
of Abbott Laboratories
/s/ Roxanne S. Austin
- ----------------------------- Director August 23, 2001
Roxanne S. Austin
/s/ H. Laurance Fuller
- ----------------------------- Director August 23, 2001
H. Laurance Fuller
/s/ Jack M. Greenberg
- ----------------------------- Director August 23, 2001
Jack M. Greenberg
/s/ David A. Jones
- ----------------------------- Director August 23, 2001
David A. Jones
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/s/ David A. L. Owen
- ----------------------------- Director August 23, 2001
David A. L. Owen
/s/ Boone Powell, Jr.
- ----------------------------- Director August 23, 2001
Boone Powell, Jr.
/s/ A. Barry Rand
- ----------------------------- Director August 23, 2001
A. Barry Rand
/s/ W. Ann Reynolds
- ----------------------------- Director August 23, 2001
W. Ann Reynolds
/s/ Roy S. Roberts
- ----------------------------- Director August 23, 2001
Roy S. Roberts
/s/ William D. Smithburg
- ----------------------------- Director August 23, 2001
William D. Smithburg
/s/ John R. Walter
- ----------------------------- Director August 23, 2001
John R. Walter
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the Abbott
Laboratories 401(k) Plan 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 August 23, 2001.
Abbott Laboratories 401(k) Plan
By: Abbott Laboratories
Employee Benefit
Board of Review
/s/ Thomas M. Wascoe
--------------------------
Thomas M. Wascoe
/s/ Thomas C. Freyman
--------------------------
Thomas C. Freyman
/s/ Greg W. Linder
--------------------------
Greg W. Linder
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EXHIBIT INDEX
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Exhibit No. Description
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4.1* Articles of Incorporation - Abbott Laboratories, filed as
Exhibit 3.1 to the Abbott Laboratories Quarterly Report for the
quarter ended March 31, 1998 on Form 10-Q.
4.2* Corporate By-Laws - Abbott Laboratories, filed as Exhibit 3.2
to the Abbott Laboratories Annual Report for the year ended
December 31, 2000 on Form 10-K.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche GmbH
23.3 Consent of Ernst & Young
23.4 Consent of Asahi & Co.
24 Power of Attorney is included on the signature page.
* Incorporated herein by reference
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 15,
2001 included in the Abbott Laboratories Annual Report on Form 10-K for the
year ended December 31, 2000 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Chicago, Illinois
August 23, 2001
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
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We consent to the incorporation by reference in this registration statement
of Abbott Laboratories, on Form S-8 of our report dated April 20, 2001 (relating
to the financial statements of the BASF Pharmaceutical Business) included in
Amendment No. 1 to the current report on Form 8-K of Abbott Laboratories dated
March 2, 2001.
Deloitte & Touche GmbH
Wirtschaftsprufungsgesellschaft
/s/ Deloitte & Touche
Frankfurt, Germany
August 23, 2001
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement
on Form S-8, pertaining to Abbott Laboratories 401(k) Plan, of our reports
dated January 26, 2001, and January 28, 2000 with respect to the financial
statements of Knoll GmbH (formerly Knoll AG), Ludwigshafen, included in the
Amendment No. 1 to the current Report on Form 8-K of Abbott Laboratories dated
March 2, 2001.
Mannheim, Germany
August 23, 2001
Ernst & Young
Deutsche Allgemeine Treuhand AG
Wirtschaftsprufungsgesellschaft
/s/ A. Muller /s/ Ketterle
A. Muller Ketterle
Wirtschaftsprufer Wirtschaftsprufer
Certified Public Accountant
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Exhibit 23.4
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 26,
2001 and January 28, 2000, included in the Abbott Laboratories Report on Form
8-K/A dated March 2, 2001 on the financial statements of Hokuriku Seiyaku Co.,
Ltd. for the years ended December 31, 2000 and 1999 (such financial statements
are not included in the 8-K/A) and to all references to our Firm included in
this registration statement.
/s/ Asahi & Co.
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ASAHI & CO.
Tokyo, Japan
August 23, 2001
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