Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated October 5, 2004) Registration No. 333-118922
ADVANCED MEDICAL OPTICS, INC.
$350,000,000
2.50% Convertible Senior Subordinated Notes due 2024
and
Shares of Common Stock Issuable Upon Conversion of the Notes
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This prospectus supplement supplements the prospectus dated October 5,
2004, as supplemented by prospectus supplements dated October 19, 2004,
November 4, 2004, November 10, 2004, December 13, 2004, January 11, 2005,
February 7, 2005, March 18, 2005 and April 20, 2005 relating to the resale by
certain of our securityholders of up to $350,000,000 aggregate principal amount
at maturity of our 2.50% Convertible Senior Subordinated Notes due 2024 and the
shares of our common stock issuable upon conversion of the notes. You should
read this prospectus supplement in conjunction with the prospectus. This
prospectus supplement is qualified by reference to the prospectus, except to
the extent that the information in this prospectus supplement supersedes the
information contained in the prospectus.
Effective December 15, 2004, as permitted by the indenture governing
the notes, we made an irrevocable election to satisfy in cash our conversion
obligation with respect to the principal amount of any notes converted after
December 15, 2004, with any remaining amount of the conversion obligation to be
satisfied in shares of common stock, in each case, calculated as set forth in
the indenture.
The information appearing under the heading "Selling Securityholders"
in the prospectus is hereby amended by the addition or substitution, as
applicable, of the following:
Percentage Number of
Aggregate of Aggregate Shares of Percentage
Principal Principal Common of Common
Amount of Amount Stock Stock
Notes That May of Notes That May Be Outstanding
Name of Selling Securityholder Be Sold Outstanding Sold(1) (1)
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Boilermakers-Blacksmith Pension Trust(2)...... 3,750,000 1.07% (1) (1)
Citadel Credit Trading Ltd.(3)(4)............. 0 * (1) (1)
Citadel Equity Fund Ltd.(4)(5)................ 10,850,000 3.10% (1) (1)
Delta Airlines Master Trust(6)................ 1,660,000 0.47% (1) (1)
Duke Endowment................................ 350,000 0.10% (1) (1)
_____________________
* Represents less than 0.1%
(1) As a result of our irrevocable election to satisfy in cash our
conversion obligation with respect to the principal amount of any
notes converted after December 15, 2004, on conversion, each holder
will receive (A) a cash amount equal to the aggregate principal amount
of the notes to be converted, and (B) a number of shares of common
stock equal to (i) the aggregate principal amount of notes to be
converted divided by 1,000 and multiplied by (ii)(a) the conversion
rate then in effect minus (b) $1,000 divided by the applicable stock
price (as defined in the prospectus and the indenture). The initial
conversion rate of the notes is 19.9045 shares of common stock per
$1,000 principal amount at maturity of the notes, subject to
adjustment as described in the prospectus and the indenture.
(2) Includes $2,100,000 aggregate principal amount of notes previously
reflected in the prospectus dated October 5, 2004, plus an additional
$1,650,000 aggregate principal amount of notes acquired pursuant to
Rule 144A of the Securities Act subsequent to September 29, 2004, the
last date information was provided to us for inclusion in such
prospectus by the selling securityholders named therein.
(3) Amount reflects $868,000 aggregate principal amount of notes
previously reflected in the prospectus supplement dated March 18,
2005, less $868,000 aggregate principal amount of notes sold by such
securityholder subsequent to the date thereof pursuant to Rule 144A of
the Securities Act.
(4) Selling securityholder has identified itself as an affiliate of a
broker-dealer. Such selling securityholder has informed us that: (1)
such selling securityholder purchased its notes in the ordinary course
of business, and (2) at the time the notes were purchased, the selling
securityholder had no agreements or understandings, directly or
indirectly, with any person to distribute the notes.
(5) Includes $9,982,000 aggregate principal amount of notes previously
reflected in the prospectus supplement dated March 18, 2005, plus an
additional $868,000 aggregate principal amount of notes acquired
subsequent to the date thereof pursuant to Rule 144A of the Securities
Act.
(6) Includes $1,260,000 aggregate principal amount of notes previously
reflected in the prospectus dated October 5, 2004, plus an additional
$400,000 aggregate principal amount of notes acquired pursuant to Rule
144A of the Securities Act, subsequent to September 29, 2004, the last
date information was provided to us for inclusion in such prospectus
by the selling securityholders named therein.
INVESTING IN THE NOTES AND OUR COMMON STOCK ISSUABLE UPON CONVERSION
OF THE NOTES INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS" SECTION OF
THE ACCOMPANYING PROSPECTUS BEGINNING ON PAGE 13.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is May 24, 2005
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