As filed with the Securities and Exchange Commission on May , 2005.
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) 937-5200
CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
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Amount to be registered |
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Proposed maximum offering price per share (a) |
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Proposed maximum aggregate offering price (a) |
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Amount of registration fee (a) |
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Deferred Obligations |
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$20,000,000 |
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N/A |
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$20,000,000 |
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$2,354 |
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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 5. Interests of Named Experts and Counsel
Laura J. Schumacher, Esq., Senior Vice President, Secretary and General Counsel of the Registrant, whose opinion is included herewith as Exhibit 5, beneficially owned as of May 11, 2005, approximately 48,500 Common Shares of the Registrant (this amount includes approximately 4,629 shares held for the benefit of Ms. Schumacher in the Abbott Laboratories Stock Retirement Trust pursuant to the Abbott Laboratories Stock Retirement Plan) and held options to acquire 195,168 Common Shares of which options to purchase 90,405 Common Shares are currently exercisable.
Item 8. Exhibits
See Exhibit Index, which is incorporated herein by reference.
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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
May 11, 2005.
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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 |
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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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Chairman of the Board, |
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May 11, 2005 |
/s/ Miles D. White |
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Chief Executive Officer, and |
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Miles D. White |
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Director |
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President and Chief |
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Operating Officer, |
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May 11, 2005 |
/s/ Richard A. Gonzalez |
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Medical Products Group, |
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Richard A. Gonzalez |
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and Director |
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President and Chief Operating |
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May 11, 2005 |
/s/ Jeffrey M. Leiden |
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Officer, Pharmaceutical Products |
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Jeffrey M. Leiden |
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Group, and Director |
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Executive Vice President, Finance and |
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May 11, 2005 |
/s/ Thomas C. Freyman |
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Chief Financial Officer (Principal |
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Thomas C. Freyman |
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Financial Officer) |
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Vice President and Controller |
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May 11, 2005 |
/s/ Greg W. Linder |
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(Principal Accounting Officer) |
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Greg W. Linder |
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/s/ Roxanne S. Austin |
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Director |
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May 11, 2005 |
Roxanne S. Austin |
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/s/ William M. Daley |
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Director |
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May 11, 2005 |
William M. Daley |
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/s/ H. Laurance Fuller |
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Director |
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May 11, 2005 |
H. Laurance Fuller |
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/s/ Jack M. Greenberg |
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Director |
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May 11, 2005 |
Jack M. Greenberg |
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/s/ David A. L. Owen |
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Director |
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May 11, 2005 |
David A. L. Owen |
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/s/ Boone Powell Jr. |
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Director |
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May 11, 2005 |
Boone Powell Jr. |
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/s/ A. Barry Rand |
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Director |
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May 11, 2005 |
A. Barry Rand |
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/s/ W. Ann Reynolds |
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Director |
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May 11, 2005 |
W. Ann Reynolds |
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/s/ Roy S. Roberts |
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Director |
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May 11, 2005 |
Roy S. Roberts |
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/s/ William D. Smithburg |
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Director |
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May 11, 2005 |
William D. Smithburg |
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/s/ John R. Walter |
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Director |
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May 11, 2005 |
John R. Walter |
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5
EXHIBIT INDEX
Exhibit No. |
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Description |
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5 |
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Opinion of Laura J. Schumacher. |
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23.1 |
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The consent of counsel, Laura J. Schumacher, is included in her opinion. |
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23.2 |
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Consent of Deloitte & Touche LLP. |
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23.3 |
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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. |
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Exhibit 5 and 23.1
May 10, 2005
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. I have acted as counsel to Abbott in connection with the Registration Statement on Form S-8 (the Registration Statement) being filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the Act) of $20,000,000 in unsecured obligations (the Deferred Compensation Obligations) of Abbott to pay deferred compensation in the future in accordance with the Deferred Compensation Plan (the Plan).
In connection with the opinion set forth below, I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary.
Based upon the foregoing, it is my opinion that the Deferred Compensation Obligations being registered pursuant to the Registration Statement to which this opinion is an exhibit, when incurred in accordance with the terms of the Plan, will be valid and binding obligations of Abbott, 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.
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 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the additional $20,000,000 of deferred obligations payable pursuant to the terms of the Plan and to the reference to me under the caption Interests of Named Experts and Counsel in such Registration Statement.
Very truly yours,
/s/ Laura J. Schumacher |
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Laura J. Schumacher |
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Senior Vice President, |
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Secretary and General Counsel |
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 for the Abbott Laboratories Deferred Compensation Plan of our reports relating to the consolidated financial statements and supplemental schedule of Abbott Laboratories and managements report on the effectiveness of internal control over financial reporting dated February 18, 2005, appearing in the Annual Report on Form 10-K of Abbott Laboratories for the year ended December 31, 2004.
/s/ DELOITTE & TOUCHE LLP |
DELOITTE & TOUCHE LLP
Chicago, Illinois
May 11, 2005
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 for the Abbott Laboratories Deferred Compensation Plan of our reports relating to the consolidated financial statements of TAP Pharmaceutical Products Inc. and subsidiaries dated February 16, 2005, appearing in the Annual Report on Form 10-K of Abbott Laboratories for the year ended December 31, 2004.
/s/ DELOITTE & TOUCHE LLP |
Chicago, Illinois
May 11, 2005