ABBOTT LABORATORIES — Registration Form 2005

May 12, 2005

S-8 1 a05-7809_2s8.htm S-8

As filed with the Securities and Exchange Commission on May , 2005.

Registration No. 333-

*UNITED STATES 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 incorporation or organization)	(I.R.S. Employer Identification No.)
Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois	60064-6400
(Address of Principal Executive Offices)	(Zip Code)

*ABBOTT LABORATORIES 1996 INCENTIVE STOCK PROGRAM*

(Full title of the plan)

*Laura J. Schumacher Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-6400*

(Name and address of agent for service)

Telephone number, including area code, of agent for service: *(847) 937-5200*

CALCULATION OF REGISTRATION FEE

| Title of
securities to be registered | Amount
to be registered | Proposed
maximum offering price per share (a) | Proposed
maximum aggregate offering price (a) | Amount
of registration fee (a) |
| --- | --- | --- | --- | --- |
| Common shares (without par value) | 46,868,123 | $48.94 | $2,293,725,939 | $269,972 |

(a) 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 on the New York Stock Exchange on May 9, 2005.

SEQ.=1,FOLIO='',FILE='C:\JMS\mschroe\05-7809-2\task436981\7809-2-ba.htm',USER='mschroea',CD='May 12 13:41 2005'

Pursuant to General Instruction E, the contents of Abbott Laboratories 1996 Incentive Stock Program Registration Statement on Form S-8 (File no. 333-09071) are incorporated herein by reference.

Part II. Information Required in the Registration Statement

Item 5. Interests of Named Experts and Counsel

Laura J. Schumacher, Esq., Senior Vice President, Secretary and General Counsel of the Registrant, whose opinion is included herewith as Exhibit 5, beneficially owned as of May 11, 2005, approximately 48,500 Common Shares of the Registrant (this amount includes approximately 4,629 shares held for the benefit of Ms. Schumacher in the Abbott Laboratories Stock Retirement Trust pursuant to the Abbott Laboratories Stock Retirement Plan) and held options to acquire 195,168 Common Shares of which options to purchase 90,405 Common Shares are currently exercisable.

Item 8. Exhibits

See Exhibit Index, which is incorporated herein by reference.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\mschroe\05-7809-2\task436981\7809-2-ba.htm',USER='mschroea',CD='May 12 13:41 2005'

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 May 11, 2005.

| ABBOTT
LABORATORIES | |
| --- | --- |
| By: | /s/ Miles D.
White |
| | Miles D. White, |
| | Chairman of the Board and |
| | Chief Executive Officer |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\mschroe\05-7809-2\task436981\7809-2-ba.htm',USER='mschroea',CD='May 12 13:41 2005'

Each person whose signature appears below constitutes and appoints Miles D. White and Laura Schumacher, Esq., and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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
	Chairman of the Board,	May 11, 2005
/s/ Miles D. White	Chief Executive Officer,
and
Miles D. White	Director
	President and Chief
	Operating Officer,	May 11, 2005
/s/ Richard A. Gonzalez	Medical Products Group,
Richard A. Gonzalez	and Director
	President and Chief
Operating	May 11, 2005
/s/ Jeffrey M. Leiden	Officer, Pharmaceutical
Products
Jeffrey M. Leiden	Group, and Director
	Executive Vice President,
Finance and	May 11, 2005
/s/ Thomas C. Freyman	Chief Financial Officer
(Principal
Thomas C. Freyman	Financial Officer)
	Vice President and
Controller	May 11, 2005
/s/ Greg W. Linder	(Principal Accounting
Officer)
Greg W. Linder
/s/ Roxanne S. Austin	Director	May 11, 2005
Roxanne S. Austin
/s/ William M. Daley	Director	May 11, 2005
William M. Daley
/s/ H. Laurance Fuller	Director	May 11, 2005
H. Laurance Fuller

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\mschroe\05-7809-2\task436981\7809-2-ba.htm',USER='mschroea',CD='May 12 13:41 2005'

/s/ Jack M. Greenberg	Director	May 11, 2005
Jack M. Greenberg
/s/
David A. L. Owen	Director	May
11, 2005
David
A. L. Owen
/s/Boone Powell Jr.	Director	May 11, 2005
Boone Powell Jr.
/s/ A. Barry Rand	Director	May 11, 2005
A. Barry Rand
/s/ W. Ann Reynolds	Director	May 11, 2005
W. Ann Reynolds
/s/ Roy S. Roberts	Director	May 11, 2005
Roy S. Roberts
/s/ William D. Smithburg	Director	May 11, 2005
William D. Smithburg
/s/ John R. Walter	Director	May 11, 2005
John R. Walter

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\mschroe\05-7809-2\task436981\7809-2-ba.htm',USER='mschroea',CD='May 12 13:41 2005'

EXHIBIT INDEX

Exhibit No.	Description
5	Opinion of
Laura J. Schumacher.
23.1	The consent
of counsel, Laura J. Schumacher, is included in her opinion.
23.2	Consent of
Deloitte & Touche LLP.
23.3	Consent of
Deloitte & Touche LLP.
24	Power of
Attorney is included on the signature page.

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\mschroe\05-7809-2\task436981\7809-2-ba.htm',USER='mschroea',CD='May 12 13:41 2005'