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
This prospectus supplement supplements the prospectus dated October 5,
2004, as supplemented by the prospectus supplement dated October 19, 2004,
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.
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 OF NOTES THAT MAY BE OUTSTANDING
NAME OF SELLING SECURITYHOLDER MAY BE SOLD OUTSTANDING SOLD(1) (2)
----------------------------------------- -------------- --------------- -------------- ------------
BNP Paribas Equity Strategies, SNC (5) 3,023,000 0.86% 60,171 0.16%
CooperNeff Convertible Strategies
(Cayman) Master Fund, LP........... 2,535,000 0.72% 50,458 0.14%
Lyxor/Convertible Arbitrage Fund
Limited............................ 517,000 0.15% 10,291 *
Newport Alternative Income Fund (6).... 910,000 0.26% 18,113 *
Silvercreek Limited Partnership (7).... 3,436,000 0.98% 68,392 0.19%
Silvercreek II Limited (8)............. 2,654,000 0.76% 52,827 0.14%
Singlehedge US Convertible Arbitrage
Fund............................... 803,000 0.23% 15,983 *
Sturgeon Limited....................... 622,000 0.18% 12,381 *
SuttonBrook Capital Portfolio LP....... 2,000,000 0.57% 39,809 0.11%
The Drake Offshore Master Fund, Ltd. (9) 14,975,000 4.28% 298,070 0.81%
Total................................ $350,000,000 100.00% 6,966,575(3) 16.0%(4)
============ ======= ============ ========
---------------------
* Represents less than 0.1%.
(1) Assumes conversion of all of the holder's notes at a conversion rate of 19.9045 shares of
common stock per $1,000 principal amount at maturity of the notes. This conversion rate is
subject to adjustment, however, as described under "Description of the Notes -- Conversion
Rights." As a result, the number of shares of common stock issuable upon conversion of the
notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 36,714,366 common shares
outstanding as of October 27, 2004. In calculating this amount for each holder, we treated
as outstanding the number of shares of common stock issuable upon conversion of all that
holder's notes, but we did not assume conversion of any other holder's notes.
(3) Represents the number of shares of common stock into which $350,000,000 aggregate principal
amount of notes would be convertible at the conversion rate described in footnote 1 above.
(4) Represents the amount which the selling securityholders may sell under this prospectus
divided by the sum of the common stock outstanding as of October 27, 2004, plus the
6,966,575 shares of common stock into which the $350,000,000 aggregate principal amount of
notes is convertible.
(5) Selling securityholder has identified itself as an affiliate of a broker-dealer. Each 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 that the notes were
purchased, the selling securityholder had no agreements or understandings, directly or
indirectly, with any person to distribute the notes.
(6) Includes $390,000 aggregate principal amount of notes previously reflected in the
prospectus dated October 5, 2004, plus an additional $520,000 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.
(7) Includes $1,620,000 aggregate principal amount of notes previously reflected in the
prospectus dated October 5, 2004, plus an additional $1,816,000 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.
(8) Includes $990,000 aggregate principal amount of notes previously reflected in the
prospectus dated October 5, 2004, plus an additional $1,664,000 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.
(9) Includes $11,475,000 aggregate principal amount of notes previously reflected in the
prospectus dated October 5, 2004, plus an additional $3,500,000 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.
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.
The date of this prospectus supplement is November 4, 2004.