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 prospectus supplements dated October 19, 2004,
November 4, 2004 and November 10, 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)
----------------------------------------- -------------- --------------- -------------- ------------
GLG Market Neutral Fund................ 15,000,000 4.29% 298,568 0.80%
Lyxor/Quest Fund Ltd. ................. 975,000 0.28% 19,407 *
S G Americas Securities, LLC (5)....... 32,000 * 637 *
Quest Global Convertible Master Fund
Ltd. ................................ 375,000 0.11% 7,464 *
Total................................ $350,000,000 100.00% 6,966,575(3) 16.0%(4)
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* 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
36,955,771 common shares outstanding as of December 9, 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 December 9, 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 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.
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 December 13, 2004.