ABBOTT LABORATORIES — Capital/Financing Update 1995

Dec 18, 1995

Registration No. 33-___ - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 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 ------------------------ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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) - -------------------------------------------------------------------------------- Common shares 9,500,000 $42.25 $401,375,000 $138,405.18 (without par value) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (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 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 ------------------------------- Duane L. Burnham, Chairman of the Board and Chief Executive Officer Page 2 of 8 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 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 - ------------------------ Laboratories Boone Powell, Jr. /s/ A. Barry Rand Director of Abbott December 9, 1995 - ------------------------ Laboratories A. Barry Rand /s/ W. Ann Reynolds Director of Abbott December 9, 1995 - ------------------------ Laboratories W. Ann Reynolds Director of Abbott December , 1995 - ------------------------ Laboratories William D. Smithburg /s/ John R. Walter Director of Abbott December 9, 1995 - ------------------------ Laboratories John R. Walter /s/ William L. Weiss Director of Abbott December 9, 1995 - ------------------------ Laboratories William L. Weiss Page 3 of 8 /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 ----------------------------------- Thomas C. Freyman, Chairman of Trustees By /s/ Gary P. Coughlan ----------------------------------- Gary P. Coughlan, Trustee By /s/ Ellen M. Walvoord ----------------------------------- Ellen M. Walvoord, Trustee Page 4 of 8 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