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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 9,500,000 $42.25 $401,375,000 $138,405.18
(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 13, 1995.
Page 1 of 8
Exhibit Index
Located at Page 5
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement: (i) 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, (ii)
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, and (iii) the registration
statement on Form S-8, File No. 33-56897 which was filed by the registrant on
December 16, 1994 with the Commission pursuant to the Exchange Act and any
amendment or supplement thereto.
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 is included on the signature page.
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, 1995.
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
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/s/ Duane L. Burnham Chairman of the Board, December 9, 1995
- ------------------------ Chief Executive Officer,
Duane L. Burnham and Director of
Abbott Laboratories
/s/ K. Frank Austen,M.D. Director of Abbott December 9, 1995
- ------------------------ Laboratories
K. Frank Austen, M.D.
/s/ H. Laurance Fuller Director of Abbott December 9, 1995
- ------------------------ Laboratories
H. Laurance Fuller
/s/ Bernard J. Hayhoe Director of Abbott December 9, 1995
- ------------------------ Laboratories
Bernard J. Hayhoe
/s/ Thomas R. Hodgson President, Chief Operating December 9, 1995
- ------------------------ Officer and Director of Abbott
Thomas R. Hodgson Laboratories
/s/ Allen F. Jacobson Director of Abbott December 9, 1995
- ------------------------ Laboratories
Allen F. Jacobson
/s/ David A. Jones Director of Abbott December 9, 1995
- ------------------------ Laboratories
David A. Jones
/s/ Boone Powell, Jr. Director of Abbott December 9, 1995
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Boone Powell, Jr.
/s/ A. Barry Rand Director of Abbott December 9, 1995
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A. Barry Rand
/s/ W. Ann Reynolds Director of Abbott December 9, 1995
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W. Ann Reynolds
Director of Abbott December __, 1995
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William D. Smithburg
/s/ John R. Walter Director of Abbott December 9, 1995
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John R. Walter
/s/ William L. Weiss Director of Abbott December 9, 1995
- ------------------------ Laboratories
William L. Weiss
Page 3 of 8
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/s/ Gary P. Coughlan Senior Vice President, Finance December 15, 1995
- ------------------------ and Chief Financial Officer
Gary P. Coughlan (Principal Financial Officer)
of Abbott Laboratories
/s/ Theodore A. Olson Vice President and December 15, 1995
- ------------------------ 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, 1995.
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
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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, 1995
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 9,500,000 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 (the "Trust") and the Abbott
Laboratories Stock Retirement Plan (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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Abbott Laboratories
December 15, 1995
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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
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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 13, 1995, included in the Abbott Laboratories Form 10-K for the
year ended December 31, 1994; (ii) our report dated January 13, 1995,
incorporated by reference in Abbott Laboratories Form 10-K for the year ended
December 31, 1994; and, (iii) our report dated April 16, 1995, included in
Abbott Laboratories Stock Retirement Plan Form 11-K for the year ended December
31, 1994, 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, 1995
