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 STOCK RETIREMENT PROGRAM
(Full Title of the Plan)
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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
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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)
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Common shares 9,250,000 $47.35 $437,987,500 $121,761
(without par value)
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(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)
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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.
The contents of Abbott Laboratories Stock Retirement Plan Registration Statement
on Form S-8 (File no. 333-43383) are incorporated herein by reference.
Exhibit Index
Located at Page 7
Page 2 of 7
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 7
Page 3 of 7
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
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/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
/s/ W. Ann Reynolds Director of Abbott December 23, 1998
- ----------------------- Laboratories
W. Ann Reynolds
Exhibit Index
Located at Page 7
Page 4 of 7
/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
Exhibit Index
Located at Page 7
Page 5 of 7
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Abbott Laboratories Stock Retirement Program 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 the 23rd
day of December, 1998.
ABBOTT LABORATORIES STOCK
RETIREMENT PROGRAM
By /s/ Ellen M. Walvoord
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Ellen M. Walvoord, Plan Administrator
Exhibit Index
Located at Page 7
Page 6 of 7
EXHIBIT INDEX
Exhibit No. Description
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4 Abbott Laboratories Stock Retirement Program.
5 Opinion of Jose M. de Lasa, as to the
legality of the securities being issued
and the compliance of the Program
with the requirements of ERISA.
23.1 Consent of counsel, Jose M. de
Lasa, is included in his opinion.
23.2 Consent of Arthur Andersen LLP
as to the use of their report and
references to their firm.
24 Power of Attorney is included on the signature page.
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