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Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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 60064-3500
100 Abbott Park Road (Zip Code)
Abbott Park, Illinois
(Address of Principal Executive Offices)
ABBOTT LABORATORIES STOCK RETIREMENT PLAN
(Full Title of the Plan)
--------------------------
Jose M. de Lasa
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (708) 937-5200
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share (a) Price (a) Fee (a)
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Common shares 12,000,000 $31.88 $382,560,000 $131,918.17
(without par value)
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(a) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
named herein. The filing fee has been calculated in accordance with Rule
457(c) based on the average of the high and low prices of registrant's
Common Shares reported in the consolidated reporting system on
December 14, 1994.
Exhibit Index
Located at Page 5 Page 1 of 8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The registration statement on Form S-8, File No. 33-50452, which was filed by
the registrant on August 4, 1992 with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and any amendment or supplement thereto, is hereby incorporated
by reference in this Registration Statement. The registration statement on Form
S-8, File No. 33-51585, which was filed by the registrant on December 20, 1993
with the Commission pursuant to the Exchange Act and any amendment or supplement
thereto, is hereby incorporated by reference in this Registration Statement.
All documents subsequently filed by the registrant with the Commission pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all shares offered have been
sold or which deregisters all shares then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 8. EXHIBITS
The following are filed as exhibits to the Registration Statement:
5 Opinion of Jose M. de Lasa as to the legality of the securities being
issued and the compliance of the Abbott Laboratories Stock Retirement
Plan with the requirements of the Employee Retirement Income Security
Act of 1974.
23.1 The consent of Arthur Andersen LLP as to the use of their report and
references to their firm.
23.2 The consent of counsel, Jose M. de Lasa, is included in his opinion.
24 Power of Attorney
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
December 15, 1994 .
ABBOTT LABORATORIES
By /s/ Duane L. Burnham
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Duane L. Burnham,
Chairman of the Board and
Chief Executive Officer
Page 2 of 8
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Each person whose signature appears below constitutes and appoints Duane
L. Burnham and Jose M. de Lasa, Esq., and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his 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 might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
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
/s/ Duane L. Burnham Chairman of the Board, December 15, 1994
- ------------------------- Chief Executive Officer,
Duane L. Burnham and Director of
Abbott Laboratories
/s/ K. Frank Austen Director of Abbott December 15, 1994
- ------------------------- Laboratories
K. Frank Austen, M.D.
/s/ H. Laurance Fuller Director of Abbott December 15, 1994
- ------------------------- Laboratories
H. Laurance Fuller
/s/ Bernard J. Hayhoe Director of Abbott December 15, 1994
- ------------------------- Laboratories
Bernard J. Hayhoe
/s/ Thomas R. Hodgson President, Chief Operating December 15, 1994
- ------------------------- Officer, and Director
Thomas R. Hodgson of Abbott Laboratories
/s/ Allen F. Jacobson Director of Abbott December 15, 1994
- ------------------------- Laboratories
Allen F. Jacobson
/s/ David A. Jones Director of Abbott December 15, 1994
- ------------------------- Laboratories
David A. Jones
/s/ Boone Powell, Jr. Director of Abbott December 15, 1994
- ------------------------- Laboratories
Boone Powell, Jr.
Director of Abbott December 15, 1994
- ------------------------- Laboratories
A. Barry Rand
/s/ W. Ann Reynolds Director of Abbott December 15, 1994
- ------------------------- Laboratories
W. Ann Reynolds
/s/ William D. Smithburg Director of Abbott December 15, 1994
- ------------------------- Laboratories
William D. Smithburg
/s/ John R. Walter Director of Abbott December 15, 1994
- ------------------------- Laboratories
John R. Walter
/s/ William L. Weiss Director of Abbott December 15, 1994
- ------------------------- Laboratories
William L. Weiss
Page 3 of 8
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/s/ Gary P. Coughlan Senior Vice President, December 15, 1994
- ------------------------- Finance and Chief
Gary P. Coughlan Financial Officer
(Principal Financial
Officer) of Abbott
Laboratories
/s/ Theodore A. Olson Vice President and December 15, 1994
- ------------------------- Controller (Principal
Theodore A. Olson Accounting Officer)
of Abbott Laboratories
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees have 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 the 15th day of December, 1994.
ABBOTT LABORATORIES STOCK
RETIREMENT TRUST
By /s/ Thomas C. Freyman
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Thomas C. Freyman,
Chairman of Trustees
By /s/ Gary P. Coughlan
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Gary P. Coughlan,
Trustee
By /s/ Ellen M. Walvoord
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Ellen M. Walvoord,
Trustee
Page 4 of 8
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5 Opinion of Jose M. de Lasa, as to
the legality of the securities
being issued and the compliance
of the Plan with the requirements
of ERISA.
23.1 Consent of Arthur Andersen LLP
as to the use of their report and
references to their firm.
23.2 The consent of counsel, Jose M. de
Lasa, is included in his opinion.
24 Power of Attorney is included on
the signature page
Page 5 of 8
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December 15, 1994
Abbott Laboratories
Abbott Park, Illinois 60064-3500
and
Messrs. Thomas C. Freyman, and Gary P. Coughlan,
and Ms. Ellen M. Walvoord, Trustees of the Abbott
Laboratories Stock Retirement Trust
Gentlemen and Ms. Walvoord:
I have examined the Registration Statement on Form S-8 to which this is an
exhibit, to be filed with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended of 12,000,000
common shares of Abbott Laboratories, without par value, and of an indeterminate
amount of interests to be offered or sold pursuant to the Abbott Laboratories
Stock Retirement Plan, all as described more fully in said Registration
Statement. I have also examined copies of the Articles of Incorporation and
By-laws of Abbott Laboratories (the "Company"), as amended, the Abbott
Laboratories Stock Retirement Trust (hereinafter referred to as the "Trust") and
the Abbott Laboratories Stock Retirement Plan (hereinafter referred to as the
"Plan"), and all amendments to said Trust and Plan to the date hereof. In
addition, I have made such other examinations and have ascertained or verified
to my satisfaction such additional facts as I deem pertinent under the
circumstances.
On the basis of such examinations, I am of the opinion that:
1. Abbott Laboratories is a corporation duly organized and existing under the
laws of the State of Illinois, with corporate power to own and operate the
property now owned by it.
2. The common shares to be offered and sold under the Plan may be (a) such as
have been purchased for that purpose from the holders thereof; or (b) such
as shall be newly issued by Abbott Laboratories, all as described more
fully in said Registration Statement. All legal and corporate proceedings
necessary to the authorization and issuance of the common shares
heretofore issued have been duly taken and such common shares have been
legally issued, and when utilized for the purposes of the Plan according
to the provisions thereof, will be legally issued, fully paid and
nonassessable outstanding common shares of the Company. As to such common
shares as may be issued hereafter, either directly for the purposes of the
Plan or issued for other purposes and then acquired from the holders, they
will, upon due amendment of the Articles of Incorporation and due
authorization of the Board of Directors, if required, and upon receipt of
the consideration for said common shares specified by the Board of
Directors, be legally issued and, when utilized for the purposes of the
Plan according to the provisions thereof, be legally issued, fully paid
and nonassessable outstanding common shares of the Company.
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3. The Plan has been duly and legally authorized and adopted and the Trust
created to implement the Plan has been duly and legally authorized and
created and is a valid Trust enforceable according to its terms under the
laws of the State of Illinois and the participants in the Plan have valid
beneficial interests in the Trust, subject to the terms of the Trust and
the Plan.
4. The Plan and Trust as amended to the date hereof comply with those
requirements of the Employee Retirement Income Security Act of 1974 that
are applicable to the same.
I hereby consent to the use of this legal opinion as an exhibit to the
Registration Statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
Very truly yours,
/s/ Jose M. de Lasa
Jose M. de Lasa
Page 7 of 8
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of: (i) our supplemental report
dated January 14, 1994, included in the Abbott Laboratories Form 10-K for the
year ended December 31, 1993; (ii) our report dated January 14, 1994,
incorporated by reference in Abbott Laboratories Form 10-K for the year ended
December 31, 1993; and, (iii) our report dated April 16, 1994, included in
Abbott Laboratories Stock Retirement Plan Form 11-K for the year ended December
31, 1993, and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Chicago, Illinois
December 15, 1994
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