<PAGE>
Registration No. 333-
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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 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
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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 Unit (a) Price (a) Fee (a)
<S> <C> <C> <C> <C>
Common shares 10,697,316 $47.35 $506,517,913 $140,812
(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 18, 1998.
Page 1 of 6
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The contents of Abbott Laboratories 1996 Incentive Stock Program
Registration Statement on Form S-8 (File no. 333-43381) 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, 1998.
ABBOTT LABORATORIES
By: /s/ Duane L. Burnham
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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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Duane L. Burnham Chairman of the Board, December 23, 1998
- ------------------------ Chief Executive Officer,
Duane L. Burnham and Director of
Abbott Laboratories
/s/ K. Frank Austen Director of Abbott December 23, 1998
- ------------------------ Laboratories
K. Frank Austen, M.D.
/s/ H. Laurance Fuller Director of Abbott December 23, 1998
- ------------------------ Laboratories
H. Laurance Fuller
/s/ Thomas R. Hodgson President, Chief Operating Officer, December 23, 1998
- ------------------------ and Director of Abbott Laboratories
Thomas R. Hodgson
/s/ David A. Jones Director of Abbott December 23, 1998
- ------------------------ Laboratories
David A. Jones
/s/ David A. L. Owen Director of Abbott December 23, 1998
- ------------------------ Laboratories
David A. L. Owen
/s/ Robert L. Parkinson Executive Vice President and December 23, 1998
- ------------------------ Director of Abbott Laboratories
Robert L. Parkinson, Jr.
/s/ Boone Powell Director of Abbott December 23, 1998
- ------------------------ Laboratories
Boone Powell, Jr.
/s/ A. Barry Rand Director of Abbott December 23, 1998
- ------------------------ Laboratories
A. Barry Rand
W. Ann Reynolds Director of Abbott December 23, 1998
- ------------------------ Laboratories
W. Ann Reynolds
</TABLE>
Exhibit Index
Located at Page 6 Page 4 of 6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Roy S. Roberts Director of Abbott December 23, 1998
- ------------------------ Laboratories
Roy S. Roberts
/s/ William D. Smithburg Director of Abbott December 23, 1998
- ------------------------ Laboratories
William D. Smithburg
/s/ John R. Walter Director of Abbott December 23, 1998
- ------------------------ Laboratories
John R. Walter
/s/ William L. Weiss Director of Abbott December 23, 1998
- ------------------------ Laboratories
William L. Weiss
/s/ Miles D. White Executive Vice President and December 23, 1998
- ------------------------ Director of Abbott Laboratories
Miles D. White
/s/ Gary P. Coughlan Senior Vice President, Finance and December 23, 1998
- ------------------------ Chief Financial Officer (Principal
Gary P. Coughlan Financial Officer) of Abbott
Laboratories
/s/ Theodore A. Olson Vice President and December 23, 1998
- ------------------------ Controller (Principal
Theodore A. Olson Accounting Officer)
of Abbott Laboratories
</TABLE>
Exhibit Index
Located at Page 6 Page 5 of 6
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
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.
</TABLE>
Page 6 of 6
<PAGE>
ABBOTT
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LEGAL DIVISION ABBOTT LABORATORIES
100 ABBOTT PARK ROAD
ABBOTT PARK, ILLINOIS 60064-3500
December 23, 1998
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 10,697,316 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.
<PAGE>
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
2,400,000,000 common shares, of which 1,515,888,128 were outstanding on
November 30, 1998 and 1,000,000 cumulative preferred shares, par value
$1.00 per share, none of which are outstanding.
2. As of June 1, 1998, 35,762,640 additional shares of Common Stock were
reserved for issuance upon the exercise of options or the grant of
benefits under the Abbott Laboratories 1996 Incentive Stock Program.
3. All of the legal and corporate proceedings that are necessary in
connection with the grant of benefits under the Programs 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 Programs, 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, 1998 (except with respect to the matter
discussed in Note 12, as to which the date is February 13, 1998), included in
the Abbott Laboratories Annual Report on Form 10-K for the year ended
December 31, 1997 and (ii) our report dated January 15, 1998 (except with
respect to the matter discussed in Note 12, as to which the date is February 13,
1998), incorporated by reference in the Abbott Laboratories Annual Report
on Form 10-K for the year ended December 31, 1997 and to all references to
our firm in the registration statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Chicago, Illinois
December 23, 1998
