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Registration No. 33-_____ - -------------------------------------------------------------------------------- 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 STOCK RETIREMENT PLAN (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: (708) 937-5200 -------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- 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 12,000,000 $31.88 $382,560,000 $131,918.17 (without par value) - -------------------------------------------------------------------------------- (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 plan named 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 December 14, 1994. Exhibit Index Located at Page 5 Page 1 of 8 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The registration statement on Form S-8, File No. 33-50452, which was filed by the registrant on August 4, 1992 with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and any amendment or supplement thereto, is hereby incorporated by reference in this Registration Statement. The registration statement on Form S-8, File No. 33-51585, which was filed by the registrant on December 20, 1993 with the Commission pursuant to the Exchange Act and any amendment or supplement thereto, is hereby incorporated by reference in this Registration Statement. All documents subsequently filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 8. EXHIBITS The following are filed as exhibits to the Registration Statement: 5 Opinion of Jose M. de Lasa as to the legality of the securities being issued and the compliance of the Abbott Laboratories Stock Retirement Plan with the requirements of the Employee Retirement Income Security Act of 1974. 23.1 The 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 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 15, 1994 . ABBOTT LABORATORIES By /s/ Duane L. Burnham -------------------------- Duane L. Burnham, Chairman of the Board and Chief Executive Officer Page 2 of 8 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 15, 1994 - ------------------------- Chief Executive Officer, Duane L. Burnham and Director of Abbott Laboratories /s/ K. Frank Austen Director of Abbott December 15, 1994 - ------------------------- Laboratories K. Frank Austen, M.D. /s/ H. Laurance Fuller Director of Abbott December 15, 1994 - ------------------------- Laboratories H. Laurance Fuller /s/ Bernard J. Hayhoe Director of Abbott December 15, 1994 - ------------------------- Laboratories Bernard J. Hayhoe /s/ Thomas R. Hodgson President, Chief Operating December 15, 1994 - ------------------------- Officer, and Director Thomas R. Hodgson of Abbott Laboratories /s/ Allen F. Jacobson Director of Abbott December 15, 1994 - ------------------------- Laboratories Allen F. Jacobson /s/ David A. Jones Director of Abbott December 15, 1994 - ------------------------- Laboratories David A. Jones /s/ Boone Powell, Jr. Director of Abbott December 15, 1994 - ------------------------- Laboratories Boone Powell, Jr. Director of Abbott December 15, 1994 - ------------------------- Laboratories A. Barry Rand /s/ W. Ann Reynolds Director of Abbott December 15, 1994 - ------------------------- Laboratories W. Ann Reynolds /s/ William D. Smithburg Director of Abbott December 15, 1994 - ------------------------- Laboratories William D. Smithburg /s/ John R. Walter Director of Abbott December 15, 1994 - ------------------------- Laboratories John R. Walter /s/ William L. Weiss Director of Abbott December 15, 1994 - ------------------------- Laboratories William L. Weiss Page 3 of 8 /s/ Gary P. Coughlan Senior Vice President, December 15, 1994 - ------------------------- Finance and Chief Gary P. Coughlan Financial Officer (Principal Financial Officer) of Abbott Laboratories /s/ Theodore A. Olson Vice President and December 15, 1994 - ------------------------- Controller (Principal Theodore A. Olson Accounting Officer) of Abbott Laboratories THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the trustees have 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 the 15th day of December, 1994. ABBOTT LABORATORIES STOCK RETIREMENT TRUST By /s/ Thomas C. Freyman --------------------------- Thomas C. Freyman, Chairman of Trustees By /s/ Gary P. Coughlan --------------------------- Gary P. Coughlan, Trustee By /s/ Ellen M. Walvoord --------------------------- Ellen M. Walvoord, Trustee Page 4 of 8 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 5 Opinion of Jose M. de Lasa, as to the legality of the securities being issued and the compliance of the Plan with the requirements of ERISA. 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 5 of 8
December 15, 1994 Abbott Laboratories Abbott Park, Illinois 60064-3500 and Messrs. Thomas C. Freyman, and Gary P. Coughlan, and Ms. Ellen M. Walvoord, Trustees of the Abbott Laboratories Stock Retirement Trust Gentlemen and Ms. Walvoord: I have examined the Registration Statement on Form S-8 to which this is an exhibit, to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended of 12,000,000 common shares of Abbott Laboratories, without par value, and of an indeterminate amount of interests to be offered or sold pursuant to the Abbott Laboratories Stock Retirement Plan, all as described more fully in said Registration Statement. I have also examined copies of the Articles of Incorporation and By-laws of Abbott Laboratories (the "Company"), as amended, the Abbott Laboratories Stock Retirement Trust (hereinafter referred to as the "Trust") and the Abbott Laboratories Stock Retirement Plan (hereinafter referred to as the "Plan"), and all amendments to said Trust and Plan to the date hereof. 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 existing under the laws of the State of Illinois, with corporate power to own and operate the property now owned by it. 2. The common shares to be offered and sold under the Plan may be (a) such as have been purchased for that purpose from the holders thereof; or (b) such as shall be newly issued by Abbott Laboratories, all as described more fully in said Registration Statement. All legal and corporate proceedings necessary to the authorization and issuance of the common shares heretofore issued have been duly taken and such common shares have been legally issued, and when utilized for the purposes of the Plan according to the provisions thereof, will be legally issued, fully paid and nonassessable outstanding common shares of the Company. As to such common shares as may be issued hereafter, either directly for the purposes of the Plan or issued for other purposes and then acquired from the holders, they will, upon due amendment of the Articles of Incorporation and due authorization of the Board of Directors, if required, and upon receipt of the consideration for said common shares specified by the Board of Directors, be legally issued and, when utilized for the purposes of the Plan according to the provisions thereof, be legally issued, fully paid and nonassessable outstanding common shares of the Company. Page 6 of 8 3. The Plan has been duly and legally authorized and adopted and the Trust created to implement the Plan has been duly and legally authorized and created and is a valid Trust enforceable according to its terms under the laws of the State of Illinois and the participants in the Plan have valid beneficial interests in the Trust, subject to the terms of the Trust and the Plan. 4. The Plan and Trust as amended to the date hereof comply with those requirements of the Employee Retirement Income Security Act of 1974 that are applicable to the same. 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 Page 7 of 8
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 14, 1994, included in the Abbott Laboratories Form 10-K for the year ended December 31, 1993; (ii) our report dated January 14, 1994, incorporated by reference in Abbott Laboratories Form 10-K for the year ended December 31, 1993; and, (iii) our report dated April 16, 1994, included in Abbott Laboratories Stock Retirement Plan Form 11-K for the year ended December 31, 1993, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP -------------------------------------- ARTHUR ANDERSEN LLP Chicago, Illinois December 15, 1994 Page 8 of 8