As filed with the Securities and Exchange Commission on October 12, 2010.
Registration No. 333-
UNITED STATES
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 |
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36-0698440 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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Abbott Laboratories |
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100 Abbott Park Road |
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Abbott Park, Illinois |
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60064-6400 |
(Address of Principal Executive Offices) |
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(Zip Code) |
ABBOTT LABORATORIES DEFERRED COMPENSATION PLAN
(Full title of the plan)
Laura J. Schumacher
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) 937-6100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
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Accelerated filer o |
Non-accelerated filer o |
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Smaller reporting company o |
(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
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Amount to be |
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Proposed |
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Proposed maximum |
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Amount of |
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Deferred Obligations |
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$ |
60,000,000 |
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N/A |
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$ |
60,000,000 |
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$ |
4,278 |
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(a) The deferred obligations are unsecured obligations of Abbott Laboratories to pay deferred compensation in the future in accordance with the terms of the Abbott Laboratories Deferred Compensation Plan.
Pursuant to General Instruction E, the contents of Abbott Laboratories Non-Qualified Deferred Compensation Plan Registration Statement on Form S-8 (File no. 333-74220) are incorporated herein by reference.
Part II. Information Required in the Registration Statement
Item 8. Exhibits
See Exhibit Index, which is incorporated herein by reference.
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 October 12, 2010.
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ABBOTT LABORATORIES |
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By: |
/s/ Miles D. White |
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Miles D. White, |
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Chairman of the Board and |
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Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Miles D. White and Laura Schumacher, 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.
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Title |
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Date |
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/s/ Miles D. White |
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Chairman of the Board, |
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October 12, 2010 |
Miles D. White |
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Chief Executive Officer, and |
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Director |
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/s/ Thomas C. Freyman |
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Executive Vice President, Finance and |
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October 12, 2010 |
Thomas C. Freyman |
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Chief Financial Officer (Principal |
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Financial Officer) |
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/s/ Greg W. Linder |
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Vice President and Controller |
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October 12, 2010 |
Greg W. Linder |
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(Principal Accounting Officer) |
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/s/ Robert J. Alpern, M.D. |
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Director |
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October 12, 2010 |
Robert J. Alpern, M.D. |
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/s/ Roxanne S. Austin |
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Director |
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October 12, 2010 |
Roxanne S. Austin |
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/s/ William M. Daley |
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Director |
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October 12, 2010 |
William M. Daley |
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/s/ W. James Farrell |
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Director |
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October 12, 2010 |
W. James Farrell |
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/s/ H. Laurance Fuller |
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Director |
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October 12, 2010 |
H. Laurance Fuller |
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Director |
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October , 2010 |
Edward M. Liddy |
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/s/ Phebe N. Novakovic |
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Director |
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October 12, 2010 |
Phebe N. Novakovic |
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/s/ William A. Osborn |
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Director |
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October 12, 2010 |
William A. Osborn |
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/s/ David A. L. Owen |
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Director |
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October 12, 2010 |
David A. L. Owen |
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/s/ Roy S. Roberts |
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Director |
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October 12, 2010 |
Roy S. Roberts |
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/s/ Samuel C. Scott III |
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Director |
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October 12, 2010 |
Samuel C. Scott III |
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/s/ William D. Smithburg |
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Director |
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October 12, 2010 |
William D. Smithburg |
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/s/ Glenn F. Tilton |
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Director |
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October 12, 2010 |
Glenn F. Tilton |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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5 |
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Opinion of Mayer Brown LLP. |
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23.1 |
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Consent of Mayer Brown LLP is included in the opinion filed as Exhibit 5 hereto. |
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23.2 |
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Consent of Deloitte & Touche LLP. |
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24 |
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Power of Attorney is included on the signature page. |
Exhibit 5
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Mayer Brown LLP |
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71 South Wacker Drive |
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Chicago, Illinois 60606-4637 |
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Main Tel (312) 782-0600 |
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Main Fax (312) 701-7711 |
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October 12, 2010 |
www.mayerbrown.com |
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Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
Re: Abbott Laboratories Deferred Compensation Plan
Ladies and Gentlemen:
We have acted as special counsel to Abbott Laboratories, an Illinois corporation (the Company), in connection with the registration under the Securities Act of 1933 on a registration statement on Form S-8 (the Registration Statement) of $60,000,000 of unsecured obligations (the Deferred Compensation Obligations) of the Company to pay deferred compensation in the future in accordance with the Companys Deferred Compensation Plan (the Plan). In connection therewith, we have examined such documents and instruments as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Deferred Compensation Obligations, when incurred in accordance with the terms of the Plan, will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors rights or by general equity principles.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ Mayer Brown LLP
Mayer Brown LLP
Mayer Brown LLP operates in combination with our
associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 19, 2010, relating to the consolidated financial statements and financial statement schedule of Abbott Laboratories and subsidiaries and the effectiveness of Abbott Laboratories and subsidiaries internal control over financial reporting (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph regarding the adoption of a new accounting standard in 2009) appearing in the Annual Report on Form 10-K of Abbott Laboratories for the year ended December 31, 2009.
/s/ Deloitte & Touche LLP
Chicago, Illinois
October 12, 2010