As filed with the Securities and Exchange Commission on October 12, 2010.

 

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

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

Abbott Laboratories

 

 

100 Abbott Park Road

 

 

Abbott Park, Illinois

 

60064-6400

(Address of Principal Executive Offices)

 

(Zip Code)

 

ABBOTT LABORATORIES STOCK RETIREMENT 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) 937-6100

 


 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 


 

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)

 

19,500,000

 

$

52.67

 

$

1,027,065,000

 

$

73,230

 

(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 described 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 on the New York Stock Exchange on October 8, 2010.

 

 

 



 

Pursuant to General Instruction E, the contents of Abbott Laboratories Stock Retirement Program Registration Statement on Form S-8 (File no. 33-50452) are incorporated herein by reference.

 

Part II.  Information Required in the Registration Statement

 

Item 8.  Exhibits

 

Reference is made to the Exhibit Index which is incorporated herein by reference.  Neither an opinion of counsel concerning the Program’s compliance with the requirements of ERISA nor an Internal Revenue Service (“IRS”) determination letter is furnished because the Registrant undertakes that it will submit, or has submitted, the Abbott Laboratories Stock Retirement Program and any amendments thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify the Program.

 

 

2



 

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 October 12, 2010.

 

 

ABBOTT LABORATORIES

 

 

 

By:

/s/ Miles D. White

 

 

Miles D. White,

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

3



 

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

 

 

 

 

 

/s/ Miles D. White

 

Chairman of the Board,

 

October 12, 2010

Miles D. White

 

Chief Executive Officer, and

 

 

 

 

Director

 

 

 

 

 

 

 

/s/ Thomas C. Freyman

 

Executive Vice President, Finance and

 

October 12, 2010

Thomas C. Freyman

 

Chief Financial Officer (Principal

 

 

 

 

Financial Officer)

 

 

 

 

 

 

 

/s/ Greg W. Linder

 

Vice President and Controller

 

October 12, 2010

Greg W. Linder

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Robert J. Alpern M.D.

 

Director

 

October 12, 2010

Robert J. Alpern M.D.

 

 

 

 

 

 

 

 

 

/s/ Roxanne S. Austin

 

Director

 

October 12, 2010

Roxanne S. Austin

 

 

 

 

 

 

 

 

 

/s/ William M. Daley

 

Director

 

October 12, 2010

William M. Daley

 

 

 

 

 

 

 

 

 

/s/ W. James Farrell

 

Director

 

October 12, 2010

W. James Farrell

 

 

 

 

 

 

 

 

 

/s/ H. Laurance Fuller

 

Director

 

October 12, 2010

H. Laurance Fuller

 

 

 

 

 

4



 

 

 

Director

 

October   , 2010

Edward M. Liddy

 

 

 

 

 

 

 

 

 

/s/ Phebe N. Novakovic

 

Director

 

October 12, 2010

Phebe N. Novakovic

 

 

 

 

 

 

 

 

 

/s/ William A. Osborn

 

Director

 

October 12, 2010

William A. Osborn

 

 

 

 

 

 

 

 

 

/s/ David A. L. Owen

 

Director

 

October 12, 2010

David A. L. Owen

 

 

 

 

 

 

 

 

 

/s/ Roy S. Roberts

 

Director

 

October 12, 2010

Roy S. Roberts

 

 

 

 

 

 

 

 

 

/s/ Samuel C. Scott III

 

Director

 

October 12, 2010

Samuel C. Scott III

 

 

 

 

 

 

 

 

 

/s/ William D. Smithburg

 

Director

 

October 12, 2010

William D. Smithburg

 

 

 

 

 

 

 

 

 

/s/ Glenn F. Tilton

 

Director

 

October 12, 2010

Glenn F. Tilton

 

 

 

 

 

5



 

 

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 12th day of October, 2010.

 

 

ABBOTT LABORATORIES STOCK RETIREMENT PROGRAM

 

 

 

By:

/s/ Stephen R. Fussell

 

 

Stephen R. Fussell, Plan Administrator

 

6



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

23.1

 

Consent of Deloitte & Touche LLP.

 

 

 

23.2

 

Consent of Grant Thornton LLP.

 

 

 

24

 

Power of Attorney is included on the signature page.

 

7