<PAGE>
Registration No. 333-
-----------
- --------------------------------------------------------------------------------
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 60064-3500
100 Abbott Park Road (Zip Code)
Abbott Park, Illinois
(Address of Principal Executive Offices)
ABBOTT LABORATORIES 1996 INCENTIVE STOCK PROGRAM
(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: (847) 937-5200
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
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)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares 5,421,102 $65.79 $356,654,301 $105,214
(without par value)
- -------------------------------------------------------------------------------------
</TABLE>
(a) The Common Shares registered hereunder represent that number of shares with
respect to which options may be granted to employees of the Company or its
subsidiaries under the Abbott Laboratories 1996 Incentive Stock Program.
(An undetermined number of additional shares may be issued if the
antidilution provisions of the plan become operative). 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 23, 1997.
Page 1 of 6
<PAGE>
The contents of Abbott Laboratories 1996 Incentive Stock Program Registration
Statement on Form S-8 (File no. 333-09071) are incorporated herein by reference.
Exhibit Index
Located at Page 6
Page 2 of 6
<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 23, 1997.
ABBOTT LABORATORIES
By: /s/ Duane L. Burnham
--------------------------
Duane L. Burnham,
Chairman of the Board and
Chief Executive Officer
Exhibit Index
Located at Page 6
Page 3 of 6
<PAGE>
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 23, 1997
Duane L. Burnham Chief Executive Officer,
and Director of
Abbott Laboratories
/s/ K. Frank Austen
- ------------------------ Director of Abbott December 23, 1997
K. Frank Austen, M.D. Laboratories
/s/ H. Laurance Fuller
- ------------------------ Director of Abbott December 23, 1997
H. Laurance Fuller Laboratories
/s/ Thomas R. Hodgson
- ------------------------ President, Chief Operating
Thomas R. Hodgson Officer, and Director of December 23, 1997
Abbott Laboratories
/s/ David A. Jones
- ------------------------ Director of Abbott December 23, 1997
David A. Jones Laboratories
- ------------------------ Director of Abbott December __, 1997
David A. L. Owen Laboratories
/s/ Boone Powell, Jr.
- ------------------------ Director of Abbott December 23, 1997
Boone Powell, Jr. Laboratories
/s/ A. Barry Rand
- ------------------------ Director of Abbott December 23, 1997
A. Barry Rand Laboratories
/s/ W. Ann Reynolds
- ------------------------ Director of Abbott December 23, 1997
W. Ann Reynolds Laboratories
/s/ William D. Smithburg
- ------------------------ Director of Abbott December 23, 1997
William D. Smithburg Laboratories
/s/ John R. Walter
- ------------------------ Director of Abbott December 23, 1997
John R. Walter Laboratories
Exhibit Index
Located at Page 6
Page 4 of 6
<PAGE>
/s/ William L. Weiss
- ------------------------ Director of Abbott December 23, 1997
William L. Weiss Laboratories
/s/ Gary P. Coughlan
- ------------------------ Senior Vice President,
Gary P. Coughlan Finance and Chief Financial December 23, 1997
Officer (Principal
Financial Officer) of
Abbott Laboratories
/s/ Theodore A. Olson
- ------------------------ Vice President and December 23, 1997
Theodore A. Olson Controller (Principal
Accounting Officer) of
Abbott Laboratories
Exhibit Index
Located at Page 6
Page 5 of 6
<PAGE>
Exhibit Index
Exhibit No. Description
- ----------- -----------
4 Abbott Laboratories 1996 Incentive Stock
Program [incorporated herein by
reference; filed as Exhibit 4 to Abbott
Laboratories 1996 Incentive Stock Program
Registration Statement on Form S-8
(File No. 333-09071)].
5 Opinion of Jose M. de Lasa, as to the
legality of the securities being
registered.
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 6 of 6
<PAGE>
[LETTERHEAD]
December 23, 1997
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
Gentlemen:
I am Senior Vice President, Secretary and General Counsel of Abbott
Laboratories, an Illinois corporation, and have advised Abbott Laboratories in
connection with the proposed offering of 5,421,102 shares of the common stock,
without par value, of Abbott Laboratories (the "Shares") pursuant to the
Abbott Laboratories 1996 Incentive Stock Program (the "Program"), which
Program is more fully described in the Registration Statement on Form S-8 to
which this is an exhibit (the "Registration Statement"). The Registration
Statement is being filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. In connection with the proposed
offering and registration, I, or members of my staff, have examined or are
otherwise familiar with:
(i) the Registration Statement,
(ii) the Restated Articles of Incorporation of Abbott Laboratories,
(iii) the By-laws of Abbott Laboratories,
(iv) the Program, and
(v) the minutes of all of the meetings of the board of directors of
Abbott Laboratories and of the shareholders of Abbott Laboratories
relating to the establishment of the Program or the award of
benefits under the Program.
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.
<PAGE>
On the basis of such examinations, I am of the opinion that:
1. Abbott Laboratories is a corporation duly organized and validly existing
under the laws of the State of Illinois with full corporate power and
authority to issue the Shares and having authorized capital of
1,200,000,000 common shares, of which 764,694,116 were outstanding on
November 30, 1997 and 1,000,000 cumulative preferred shares, par value
$1.00 per share, none of which are outstanding.
2. As of December 31, 1996, 5,421,102 shares of Common Stock were reserved for
issuance upon the exercise of options or the grant of benefits under the
Program.
3. All of the legal and corporate proceedings that are necessary in connection
with the grant of benefits under the Program and the authorization and
issuance of the Shares pursuant thereto has been duly taken and, after
those Shares have been issued in accordance with the provisions of the
Program, will be legally issued, fully paid and nonassessable outstanding
common shares of Abbott Laboratories.
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
Senior Vice President,
Secretary and General Counsel
JMdL/tj
<PAGE>
Exhibit 23.1
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 15, 1997, included in the Abbott Laboratories Annual Report on
Form 10-K for the year ended December 31, 1996 and (ii) our report dated
January 15, 1997, incorporated by reference in the Abbott Laboratories Annual
Report on Form 10-K for the year ended December 31, 1996 and to all references
to our Firm in the Registration Statement.
/s/ ARTHUR ANDERSEN LLP
--------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 23, 1997
