-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GVb6zfpWBz9gH6DlWneAKm2KLHhaL8eIQ2k72zpqp1qgeGMdIZpsbR6WHMk96lKn yDzTv0MATpAMTVe4wH+yXw== 0001104659-10-021021.txt : 20100421 0001104659-10-021021.hdr.sgml : 20100421 20100421170732 ACCESSION NUMBER: 0001104659-10-021021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100420 FILED AS OF DATE: 20100421 DATE AS OF CHANGE: 20100421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABBOTT LABORATORIES CENTRAL INDEX KEY: 0000001800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34154 FILM NUMBER: 10762342 BUSINESS ADDRESS: STREET 1: 100 ABBOTT PARK ROAD STREET 2: D-322 AP6D CITY: ABBOTT PARK STATE: IL ZIP: 60064-3500 BUSINESS PHONE: 8479376100 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FACET BIOTECH CORP CENTRAL INDEX KEY: 0001441848 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263070657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1500 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-454-1000 MAIL ADDRESS: STREET 1: 1500 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: Biotech Spinco, Inc. DATE OF NAME CHANGE: 20080804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Amber Acquisition Inc. CENTRAL INDEX KEY: 0001486751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34154 FILM NUMBER: 10762341 BUSINESS ADDRESS: STREET 1: 100 ABBOTT PARK ROAD CITY: ABBOTT PARK STATE: IL ZIP: 60064 BUSINESS PHONE: (847) 937-6100 MAIL ADDRESS: STREET 1: 100 ABBOTT PARK ROAD CITY: ABBOTT PARK STATE: IL ZIP: 60064 4 1 a4.xml 4 X0303 4 2010-04-20 1 0001441848 FACET BIOTECH CORP FACT 0000001800 ABBOTT LABORATORIES 100 ABBOTT PARK ROAD ABBOTT PARK IL 60064 0 0 1 0 0001486751 Amber Acquisition Inc. 100 ABBOTT PARK ROAD ABBOTT PARK IL 60064 0 0 1 0 Common Stock 2010-04-20 4 P 0 62652055 27.00 A 81909724 D Common Stock 2010-04-21 4 J 0 5980034 27 A 1000 D This form is a joint filing by Abbott Laboratories ("Abbott") and Amber Acquisition Inc., a wholly-owned subsidiary of Abbott (the "Purchaser"). This Form 4 relates to shares of common stock, par value $0.01 per share (the "Common Stock"), and the associated preferred stock purchase rights issued in connection with the Rights Agreement, dated as of September 7, 2009, as amended by the amendments thereto dated as of December 15, 2009, December 16, 2009 and March 9, 2010, by and between Facet and Mellon Investor Services LLC (together with the Common Stock, the "Shares"), of Facet. Reflects Shares of Facet acquired by the Purchaser upon the exercise of the "top-up" option described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on March 23, 2010 by Abbott and the Purchaser (the "Schedule TO"). Following the exercise of the "top-up" option, Facet was merged with and into the Purchaser with Facet surviving the merger as a wholly-owned subsidiary of Abbott pursuant to a "short-form merger" under Delaware law as described in the Schedule TO (the "Merger"). At the effective time of the Merger, these Shares were cancelled and ceased to exist. Reflects all of the outstanding shares of Facet not tendered in the offer, which may be deemed to have been acquired by Abbott and the Purchaser pursuant to the consummation of the Merger. At the effective time of the Merger, these Shares were cancelled and ceased to exist. Prior to the Merger, Abbott held 1,000 shares of the common stock, no par value per share, of the Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each Purchaser Share was converted into one share of common stock of Facet, as the surviving corporation of the Merger, and as a result Abbott acquired 100% of the equity interest of Facet. /s/ Thomas C. Freyman Executive Vice President, Finance and Chief Financial Officer of Abbott Laboratories 2010-04-21 /s/ Thomas C. Freyman President of Amber Acquisition Inc. 2010-04-21 -----END PRIVACY-ENHANCED MESSAGE-----