Filed on 2009-01-21 by Abbott Laboratories SEC CIK 1800 Form 3
Accession 0001104659-09-003315.txt Sec File: edgar/data/1800/0001104659-09-003315-index.htm
2009-01-11 Abbott Laboratories (CIK 1800) through Direct
Invested in Advanced Medical Optics Inc remaining shares owned 2450300
Common Stock Advanced Medical Optics Inc Eye
f1 this form is a joint filing by abbott laboratories ("abbott") and rainforest acquisition inc., a wholly-owned subsidiary of abbott (the "purchaser"). this form 3 relates to shares of common stock, par value $0.01 per share (the "amo common stock"), and the associated preferred stock purchase rights issued in connection with the rights agreement, dated june 24, 2002, by and between advanced medical optics, inc., a delaware corporation ("amo"), and mellon investor services, llc (together with the amo common stock, the "amo shares"), of amo.
f2 as an inducement to abbott's and the purchaser's entering into the agreement and plan of merger, dated as of january 11, 2009, by and among abbott, the purchaser and amo and in consideration thereof, certain stockholders of amo (collectively, the "principal stockholders") entered into tender and support agreements, dated as of january 11, 2009 (collectively, the "support agreements"), whereby, among other things, each principal stockholder agreed to vote all of the shares of amo common stock beneficially owned by such principal stockholder in favor of the merger of the purchaser with and into amo.
f3 abbott and the purchaser, by reason of the execution and delivery of the support agreements, may be deemed to have shared voting power and/or shared dispositive power with respect to (and therefore beneficially own within the meaning of rule 13d-3 under the securities exchange act of 1934) 9,644,006 amo shares, representing approximately 15.5% of the issued and outstanding amo shares. as of the date of this form 3, such amo shares have not been purchased or acquired by abbott or the purchaser.
f4 in addition to the amo shares subject to the support agreements, abbott is the beneficial owner of, and has sole voting power and dispositive power with respect to, an additional 2,450,300 amo shares, representing approximately 3.9% of the issued and outstanding amo shares.