S-8 1 a05-7809_3s8.htm S-8

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

 

36-0698440

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

Abbott Laboratories

 

 

100 Abbott Park Road

 

 

Abbott Park, Illinois

 

60064-6400

(Address of Principal Executive Offices)

 

(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

 

Amount to be

registered

 

Proposed maximum

offering price per

share (a)

 

Proposed maximum

aggregate offering

price (a)

 

Amount of registration

fee (a)

 

Deferred Obligations

 

$20,000,000

 

N/A

 

$20,000,000

 

$2,354

 

 


(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.

 

2



 

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.

 

 

ABBOTT LABORATORIES

 

 

 

By:

 /s/ Miles D. White

 

 

Miles D. White,

 

Chairman of the Board and

 

Chief Executive Officer

 

3



 

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.

 

Signature

 

Title

 

Date

 

 

 

 

 

 

 

Chairman of the Board,

 

May 11, 2005

/s/ Miles D. White

 

Chief Executive Officer, and

 

 

Miles D. White

 

Director

 

 

 

 

 

 

 

 

 

President and Chief

 

 

 

 

Operating Officer,

 

May 11, 2005

/s/ Richard A. Gonzalez

 

Medical Products Group,

 

 

Richard A. Gonzalez

 

and Director

 

 

 

 

 

 

 

 

 

President and Chief Operating

 

May 11, 2005

/s/ Jeffrey M. Leiden

 

Officer, Pharmaceutical Products

 

 

Jeffrey M. Leiden

 

Group, and Director

 

 

 

 

 

 

 

 

 

Executive Vice President, Finance and

 

May 11, 2005

/s/ Thomas C. Freyman

 

Chief Financial Officer (Principal

 

 

Thomas C. Freyman

 

Financial Officer)

 

 

 

 

 

 

 

 

 

Vice President and Controller

 

May 11, 2005

/s/ Greg W. Linder

 

(Principal Accounting Officer)

 

 

Greg W. Linder

 

 

 

 

 

 

 

 

 

/s/ Roxanne S. Austin

 

Director

 

May 11, 2005

Roxanne S. Austin

 

 

 

 

 

 

 

 

 

/s/ William M. Daley

 

Director

 

May 11, 2005

William M. Daley

 

 

 

 

 

 

 

 

 

/s/ H. Laurance Fuller

 

Director

 

May 11, 2005

H. Laurance Fuller

 

 

 

 

 

4



 

/s/ Jack M. Greenberg

 

Director

 

May 11, 2005

Jack M. Greenberg

 

 

 

 

 

 

 

 

 

/s/ David A. L. Owen

 

Director

 

May 11, 2005

David A. L. Owen

 

 

 

 

 

 

 

 

 

/s/ Boone Powell Jr.

 

Director

 

May 11, 2005

Boone Powell Jr.

 

 

 

 

 

 

 

 

 

/s/ A. Barry Rand

 

Director

 

May 11, 2005

A. Barry Rand

 

 

 

 

 

 

 

 

 

/s/ W. Ann Reynolds

 

Director

 

May 11, 2005

W. Ann Reynolds

 

 

 

 

 

 

 

 

 

/s/ Roy S. Roberts

 

Director

 

May 11, 2005

Roy S. Roberts

 

 

 

 

 

 

 

 

 

/s/ William D. Smithburg

 

Director

 

May 11, 2005

William D. Smithburg

 

 

 

 

 

 

 

 

 

/s/ John R. Walter

 

Director

 

May 11, 2005

John R. Walter

 

 

 

 

 

5



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

5

 

Opinion of Laura J. Schumacher.

 

 

 

23.1

 

The consent of counsel, Laura J. Schumacher, is included in her opinion.

 

 

 

23.2

 

Consent of Deloitte & Touche LLP.

 

 

 

23.3

 

Consent of Deloitte & Touche LLP.

 

 

 

24

 

Power of Attorney is included on the signature page.

 

6