SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 11, 1999 ------------------------------ Abbott Laboratories - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Illinois - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-2189 36-0698440 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 100 Abbott Park Road, Abbott Park, Illinois 60064-6400 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (847) 937-6100 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) -1- ITEM 5. OTHER EVENTS On November 11, 1999, Abbott Laboratories and BankBoston, N.A., as Rights Agent, executed a Rights Agreement relating to the Preferred Stock Preferred Rights that will be distributed to the shareholders of record of Abbott as of the close of business on December 1, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Exhibit - ----------- ------- 4.1 Certificate of Designations, Preferences and Rights of the Series A Junior Participating Preferred Stock. 99.1 Rights Agreement, dated as of November 11, 1999, between Abbott Laboratories and BankBoston, N.A., as Rights Agent, which includes as Exhibit A thereto the Form of Certificate of Designations, Preferences and Rights of the Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Right Certificate and as Exhibit C thereto the Summary of Shareholder Rights Plan. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ABBOTT LABORATORIES Date: November 12, 1999 By: /s/Gary P. Coughlan ------------------------------------ Name: Gary P. Coughlan Title: Senior Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 4.1 Certificate of Designations, Preferences and Rights of the Series A Junior Participating Preferred Stock. 99.1 Rights Agreement, dated as of November 11, 1999, between Abbott Laboratories and BankBoston, N.A., as Rights Agent, which includes as Exhibit A thereto the Form of Certificate of Designations, Preferences and Rights of the Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Right Certificate and as Exhibit C thereto the Summary of Shareholder Rights Plan. -4-