AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1999
REGISTRATION NO. 333-65601
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ABBOTT LABORATORIES
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(Exact name of registrant as specified in its charter)
ILLINOIS 36-0698440
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-6400
(847) 937-6100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOSE M. DE LASA
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
ABBOTT LABORATORIES
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-6400
(847) 937-6100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
Robert E. Curley
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /__________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /__________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE
Common Stock, Without Par Value....... 500,000 shares $39.875 $19,937,500 $5,882
(1) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low sales prices on the New York Stock
Exchange Composite Tape on October 8, 1998.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
500,000 SHARES
ABBOTT LABORATORIES
COMMON STOCK
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Abbott Laboratories is offering you up to 500,000 shares of its common stock
upon exercise of options that participants in Abbott's incentive stock programs
have transferred to you. The exercise price and times during which these options
may be exercised are explained in each option. Abbott grants these transferrable
options under its incentive stock programs to its officers and directors, who
may transfer these options as gifts to certain family members or entities formed
for their benefit. See "Plan of Distribution."
Abbott's common stock is traded on the New York Stock Exchange, the Chicago
Stock Exchange, and the Pacific Exchange under the symbol ABT. On March 9, 1999,
the last reported sale price of common stock on the New York Stock Exchange was
$49.6875 per share.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is March __, 1999.
TABLE OF CONTENTS
PAGE PAGE
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Abbott Laboratories.............................. 2 Plan of Distribution............................. 5
Where to Get More Information.................... 3 Experts.......................................... 7
Use of Proceeds.................................. 4 Validity of Shares............................... 7
Summary of Selected Financial Data............... 4
ABBOTT LABORATORIES
Abbott is an Illinois corporation, incorporated in 1900. Abbott's corporate
offices are located at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400.
Its telephone number is (847) 937-6100.
Abbott's principal business is the discovery, development, manufacture, and
sale of a broad and diversified line of health care products and services. Among
Abbott's products is a line of adult and pediatric pharmaceuticals and
nutritionals. These products are sold primarily on the prescription or
recommendation of physicians or other health care professionals. This line also
includes agricultural and chemical products, bulk pharmaceuticals, and consumer
products. In addition, Abbott produces a line of hospital and laboratory
products which includes diagnostic systems for blood banks, hospitals,
commercial laboratories, alternate-care testing sites, and consumers;
intravenous and irrigation fluids and related administration equipment,
including electronic drug delivery systems; drugs and drug delivery systems;
anesthetics; pain management products; critical care products; diagnostic
imaging products and other medical specialty products for hospitals and
alternate-care sites.
Abbott markets products in approximately 130 countries through affiliates
and distributors. Most of Abbott's products are sold both in and outside the
United States. Abbott employs approximately 56,000 persons in its various
offices, plants and facilities located throughout North America, South America,
Europe, Africa, Asia and Australia. Abbott purchases necessary raw materials and
supplies essential to Abbott's operations from numerous suppliers in the United
States and overseas.
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WHERE TO GET MORE INFORMATION
Abbott Laboratories has filed a registration statement with the Securities
and Exchange Commission relating to the 500,000 shares of Abbott common stock
offered with this prospectus. This prospectus does not contain all of the
information described in the registration statement. For further information,
you should refer to the registration statement.
Abbott files annual, quarterly, and current reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements,
or other information Abbott files at the SEC's public reference room in
Washington, D.C. You may request copies of these documents, upon payment of a
duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference room. Abbott's
filings with the SEC are also available to the public on the SEC's web site at
http:/www.sec.gov.
The Annual Report on Form 10-K for the year ended December 31, 1998, which
Abbott has filed with the SEC, is incorporated into this prospectus by reference
and considered a part of this prospectus.
Information that Abbott subsequently files with the SEC will update and
supercede this information. Abbott is also incorporating by reference all
documents that it files with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
and before the termination of the offering of the common stock.
Abbott will provide any of the above documents, and any exhibits
specifically incorporated by reference in those documents, to each person,
including any beneficial owner, to whom a prospectus is delivered. You may
request these documents at no cost by writing Abbott at 100 Abbott Park Road,
Abbott Park, Illinois 60064-6400, Attention Jose M. de Lasa, Senior Vice
President, Secretary and General Counsel, or by telephone at (847) 937-6100.
You should rely only on the information provided in this prospectus or
incorporated in this prospectus by reference. Abbott has not authorized anyone
else to provide you with different information.
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USE OF PROCEEDS
The amount of the proceeds Abbott receives upon exercise of the transferable
options to which this prospectus relates will depend upon the exercise prices of
the options and the extent to which they are exercised. Abbott's expenses of the
offering will be minimal. Abbott will use the proceeds from the exercise of the
transferable options for general corporate purposes.
SUMMARY OF SELECTED FINANCIAL DATA
The following summary of selected financial data is derived from the
information incorporated by reference in Abbott's Annual Report on Form 10-K for
1998. The 10-K is incorporated herein by reference. On February 13, 1998, the
board of directors of Abbott Laboratories approved a two-for-one stock split.
Shareholders of record on May 1, 1998 were issued an additional share of
Abbott's common stock on May 29, 1998 for each share owned on the record date.
All per share data in the following summary of selected financial data has been
adjusted to reflect the stock split.
ABBOTT LABORATORIES AND SUBSIDIARIES
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31
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1998 1997 1996 1995 1994 1993
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Summary of Operations:
Net sales................................ $12,477.8 $ 11,883.5 $ 11,013.5 $ 10,012.2 $ 9,156.0 $ 8,407.8
Net earnings............................. 2,333.2 2,094.5 1,882.0 1,688.7 1,516.7 1,399.1
Basic earnings per common share.......... 1.53 1.36 1.20 1.06 .93 .84
Diluted earnings per common share........ 1.51 1.34 1.19 1.05 .92 .84
Financial Position:
Total assets............................. 13,216.2 12,061.1 11,125.6 9,412.6 8,523.7 7,688.6
Long-term debt........................... 1,339.7 938.0 932.9 435.2 287.1 306.8
Other Statistics:
Cash dividends declared per common
share.................................. .60 .54 .48 .42 .38 .34
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PLAN OF DISTRIBUTION
Abbott is offering its shares of common stock to transferees of transferable
non-qualified stock options granted to Abbott's directors and officers pursuant
to the Abbott Laboratories 1996 Incentive Stock Program, the Abbott Laboratories
1991 Incentive Stock Program, and the Abbott Laboratories 1986 Incentive Stock
Program, which are described below.
ASSIGNMENT OF BENEFITS
Except as provided by the compensation committee of Abbott's board of
directors, benefits granted under the incentive stock programs will be
exercisable only by the holder during the holder's lifetime, although they can
be transferred by will or by the laws of descent and distribution. The
compensation committee has authorized the transfer of non-qualified stock
options held by active and retired directors and officers as gifts to the
director's or officer's spouse, child or grandchild or to a family trust, a
family partnership, a family limited liability company or a similar arrangement
for the benefit of a spouse, child or grandchild.
TAX EFFECTS OF GRANT, TRANSFER AND EXERCISE OF NON-QUALIFIED STOCK OPTIONS
Under existing law and regulations, the grant of non-qualified stock options
will not result in income taxable to the employee or director or provide an
income tax deduction to Abbott. Neither the transferor nor the transferee will
recognize ordinary income when a non-qualified stock option is transferred. The
subsequent exercise of the non-qualified stock option will, however, result in
taxable income to the transferor, and Abbott will be entitled to a corresponding
deduction. The amount so taxable and so deductible will be the excess of the
fair market value of the shares purchased over their exercise price. The basis
of non-qualified stock option shares will be equal to the shares' fair market
value on exercise, and upon subsequent disposition any further gain or loss will
be long-term or short-term capital gain or loss, depending upon the length of
time the shares are held. The foregoing is a summary of the principal federal
income tax rules applicable to the usual situation. It does not specifically
discuss the gift tax consequences or the related income tax consequences of
stock option transfers. Each participant should discuss his or her individual
situation with a qualified tax adviser. If the information under this heading
should change, updated information will be provided in an appendix to the
prospectus.
GENERAL INFORMATION ABOUT THE INCENTIVE STOCK PROGRAMS
The incentive stock programs are designed to permit Abbott to provide
several different forms of benefits to meet competitive conditions and the
particular circumstances of the individuals who may be eligible to receive
benefits. The incentive stock programs authorize the grant of several different
forms of benefits including incentive stock options, non-qualified stock
options, stock appreciation rights, limited stock appreciation rights,
restricted stock awards, performance awards, and foreign qualified benefits.
- - WHO ADMINISTERS THE INCENTIVE STOCK PROGRAMS?
The compensation committee administers the incentive stock programs. The
members of the compensation committee are appointed by the board of directors,
have no fixed term of office, and serve at the pleasure of the board of
directors.
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- - REQUESTS FOR ADDITIONAL INFORMATION
Requests for additional information about the incentive stock programs and
its administrators should be addressed to Abbott's Senior Vice President, Human
Resources, at the following address: Senior Vice President, Human Resources,
Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6400,
telephone number (847) 937-3960.
- - ARE THE INCENTIVE STOCK PROGRAMS SUBJECT TO ERISA?
The programs are not subject to any of the provisions of ERISA.
- - EFFECTS OF STOCK SPLITS AND SIMILAR TRANSACTIONS
The incentive stock programs provide for adjustment in the number of shares
reserved and in the shares covered by each outstanding option in the event of a
stock dividend or stock split and for continuation of benefits and other
equitable adjustment in the event of reorganization, sale, merger,
consolidation, spin-off, or similar occurrence.
BENEFITS UNDER NON-QUALIFIED STOCK OPTIONS
A stock option permits its holder to purchase a specific number of shares of
common stock, during a specified period, upon set terms, and at a set price. The
actual purchase of common stock pursuant to the option is called the "exercise"
of the option.
A stock option may be either an incentive stock option or a non-qualified
stock option. Incentive stock options are options that qualify for special
federal income tax treatment under Section 422 of the Internal Revenue Code of
1986, as amended. Stock options which do not qualify for special federal income
tax treatment under Code Section 422 are termed "non-qualified stock options."
The federal income tax treatment of non-qualified stock options is discussed in
the section of this prospectus entitled "Tax Effects of Grant, Transfer, and
Exercise of Non-Qualified Stock Options."
Under the incentive stock programs, the purchase price of any option must be
at least 100 percent of the fair market value of the common stock at the time
the option is granted. The compensation committee may provide for the payment of
the purchase price in cash, by delivery of other shares of Abbott's common stock
having a market value equal to the purchase price of such shares, or by any
other method. A participant may pay the purchase price by delivery of an
exercise notice accompanied by a copy of irrevocable instructions to a broker to
deliver promptly to Abbott sale or loan proceeds to pay the purchase price. A
participant may pay the purchase price of any option only in accordance with the
conditions contained in his or her option agreement.
The compensation committee may permit or require a participant to pay all or
a portion of the federal, state and local taxes, including FICA and Medicare
withholding tax, arising in connection with the exercise of a non-qualified
stock option, by having Abbott withhold shares or by delivering shares received
in connection with the option or previously acquired, having a fair market value
approximating the amount to be withheld.
The compensation committee may grant stock options that provide for the
automatic grant of replacement stock options. When a non-qualified stock option
provides for the automatic grant of a replacement stock option, that replacement
stock option will cover not only the number of shares surrendered to pay the
non-qualified stock option's purchase price but will also cover the number of
shares surrendered by the option holder or withheld by Abbott to pay the taxes
incurred in connection with the exercise of the non-qualified stock option. The
purchase price of any replacement stock option must be 100 percent of the fair
market value of the common shares at the time the replacement stock
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option is granted. Further, every replacement stock option will be exercisable
in full six months from the date of its grant, will expire on the expiration
date of the original stock option, and will be a non-qualified stock option.
The period of any option will be determined by the compensation committee,
but no option may be exercised either earlier than six months or after the
expiration of ten years from the date it is granted. Each of the incentive stock
programs contains special rules governing an option's exercise following the
option holder's retirement, death, disability, or other termination of
employment.
The incentive stock programs also provide that if a change of control of
Abbott occurs, then all stock options become fully exercisable as of the date of
that change of control, subject to the six month holding period requirement.
Changes in control include:
- the acquisition of voting control over 30 percent or more of Abbott's
outstanding common shares by an entity, person or group,
- the approval by Abbott's shareholders of an agreement to merge Abbott into
another company,
- a sale of substantially all of Abbott's assets, and
- certain changes in the membership of a majority of Abbott's board of
directors, unless approved by two-thirds of the prior board.
Termination provisions in the event of retirement, death, disability, or
other termination of employment will depend upon and be in accordance with the
restrictions and conditions contained in the individual option agreements.
The 1996 incentive stock program also permits non-employee directors to
elect to receive any or all of their directors' fees earned during the second
half of 1996 and in subsequent years in the form of non-qualified stock options.
The number of shares of common stock covered by each non-qualified stock option
will be determined by an independent appraisal of the intrinsic value of the
options being granted and the amount of the director's election for that year.
These options will be granted annually on the date of Abbott's annual
shareholder meeting and at a purchase price equal to the fair market value of
the shares covered by the option on the grant date and shall not be exercisable
after ten years from the grant date.
EXPERTS
The consolidated financial statements and schedules included in the Annual
Report on Form 10-K for the year ended December 31, 1998, incorporated by
reference in this registration statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
VALIDITY OF SHARES
The validity of the common stock offered hereby has been passed upon for
Abbott by Jose M. de Lasa, Esq., Senior Vice President, General Counsel and
Secretary of Abbott. As of the date of this prospectus, Mr. de Lasa held options
to purchase 446,132 shares of common stock, 248,507 of which were then
exercisable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
A list of exhibits filed herewith or incorporated by reference is contained
in the Exhibit Index which is incorporated herein by reference.
II-1
SIGNATURES
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-3 and has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the County of Lake, State of Illinois, on March 11, 1999.
ABBOTT LABORATORIES
By: /s/ MILES D. WHITE
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Miles D. White
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed by the following persons in the
capacities indicated on March 11, 1999.
NAME TITLE
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/s/ D.L. BURNHAM*
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D. L. Burnham Chairman of the Board and Director
/s/ MILES D. WHITE* Chief Executive Officer
- ------------------------------ and Director
Miles D. White (principal executive officer)
/s/ ROBERT L. PARKINSON,
JR.*
- ------------------------------ President, Chief Operating Officer
Robert L. Parkinson, Jr. and Director
/s/ GARY P. COUGHLAN* Senior Vice President, Finance and
- ------------------------------ Chief Financial Officer
Gary P. Coughlan (principal financial officer)
/s/ THEODORE A. OLSON*
- ------------------------------ Vice President and Controller
Theodore A. Olson (principal accounting officer)
/s/ K. FRANK AUSTEN, M.D.*
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K. Frank Austen, M.D. Director
/s/ DAVID A. JONES*
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David A. Jones Director
/s/ DAVID A. L. OWEN*
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David A. L. Owen Director
/s/ BOONE POWELL, JR.*
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Boone Powell, Jr. Director
/s/ A. BARRY RAND*
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A. Barry Rand Director
NAME TITLE
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/s/ W. ANN REYNOLDS, PH.D.*
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W. Ann Reynolds, Ph.D. Director
/s/ WILLIAM D. SMITHBURG*
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William D. Smithburg Director
/s/ JOHN R. WALTER*
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John R. Walter Director
/s/ WILLIAM L. WEISS*
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William L. Weiss Director
*By: /s/ JOSE M. DE LASA
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Jose M. de Lasa
ATTORNEY-IN-FACT
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Corporate By-laws--Abbott Laboratories.*
4.1 Abbott Laboratories 1986 Incentive Stock Program, incorporated by reference, to Exhibit 10, Material
Contracts, of the Company's Annual Report on Form 10-K, filed March 9, 1998.
4.2 Abbott Laboratories 1991 Incentive Stock Program, incorporated by reference, to Exhibit 10, Material
Contracts, of the Company's Annual Report on Form 10-K, filed March 9, 1998.
4.3 Abbott Laboratories 1996 Incentive Stock Program, incorporated by reference, to Exhibit 10, Material
Contracts, of the Company's Annual Report on Form 10-K, filed March 9, 1998.
4.4 Form of Option Agreement--Employee, Current form. Earlier forms differ in ways that are not material and
will be furnished to the Commission upon request.**
4.5 Form of Option Agreement--Non-Employee Director, Current form. Earlier forms differ in ways that are not
material and will be furnished to the Commission upon request.**
5.1 Opinion of Jose M. de Lasa.*
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Jose M. de Lasa, included in the opinion filed as Exhibit 5.1 to the initial Registration
Statement.
24.1 Power of Attorney, included on signature page of the initial Registration Statement.
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* included with initial filing
** included with First Amendment
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation by
reference in this amended registration statement of our reports dated January
14, 1999, included and incorporated by reference in Abbott Laboratories' Form
10-K for the year ended December 31, 1998, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
March 10, 1999
