Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated September 24, 2003) Registration No. 333-108719
ADVANCED MEDICAL OPTICS, INC.
$140,000,000
3 1/2% Convertible Senior Subordinated Notes due April 15, 2023
and
Shares of Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement supplements the prospectus dated September
24, 2003 relating to the resale by certain of our securityholders of up to
$140,000,000 aggregate principal amount at maturity of our 3 1/2% Convertible
Senior Subordinated Notes due April 15, 2023 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
of Number of
Aggregate Aggregate Number of Shares of
Principal Principal Shares of Common Percentage
Amount At Amount of Amount Common Stock That of Common
Maturity of Notes Offered of Notes Stock May Be Stock Out-
Name of Selling Securityholder Notes Owned Hereby Outstanding Owned(1)(2) Sold(1)(2) standing(3)
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Banc of America Securities,
LLC*.......................... $4,045,000 $4,045,000 2.89% 196,956 196,956 0.7%
Grace Convertible Arbitrage
Fund, Ltd..................... 2,750,000 2,750,000 1.96 133,901 133,901 0.5
Polaris Vega Fund L.P........... 1,750,000 1,750,000 1.25 85,209 85,209 0.3
Silverado Arbitrage Trading, LTD 250,000 250,000 0.18 12,172 12,172 **
Sunrise Partners Limited
Partnership................... 15,250,000 15,250,000 10.89 742,543 742,543 2.5
All other holders of notes or
future transferees,
pledgees, donees,
assignees, or successors of
any such holders(2)(4)..... 31,605,000 31,605,000 22.58 1,560,187 1,538,891 5.0
Total....................... $140,000,000 $140,000,000 100.00% 6,838,092 6,816,796(5) 19.0%(6)
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* Banc of America Securities, LLC acted as an initial purchaser in the initial private offering of the notes in
June 2003 and received customary compensation in connection therewith.
** Represents less than 0.1%.
(1) Assumes conversion of all of the holder's notes at a conversion rate of 48.6914 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" in the accompanying prospectus. As a result, the
number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future.
(2) Includes shares of common stock issuable upon conversion of the notes. Assumes that any other holders of the
notes or any future pledgees, donees, assignees, transferees or successors of or from any other such holders of
the notes, do not beneficially own any shares of common stock other than the common stock issuable upon
conversion of the notes at the initial conversion rate.
(3) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 29,067,538 common shares outstanding as of June
27, 2003. 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.
(4) Information about other selling securityholders will be set forth in prospectus supplements, if required.
(5) Represents the number of shares of common stock into which $140.0 million aggregate principal amount of notes
would be convertible at the conversion rate described in footnote 1 above.
(6) Represents the amount which the selling securityholders may sell under this prospectus divided by the sum of
the common stock outstanding as of June 27, 2003, plus the 6,816,796 shares of common stock into which the
$140.0 million aggregate principal amount of notes is convertible.
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 8.
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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 October 2, 2003.