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, November 10, 2004, December 13, 2004, January 11, 2005 and
February 7, 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 OF NOTES THAT MAY BE OUTSTANDING
NAME OF SELLING SECURITYHOLDER MAY BE SOLD OUTSTANDING SOLD(1) (1)
--------------------------------------- ---------------- --------------- -------------- ------------
Citadel Credit Trading Ltd. (2) (3)... 868,000 * (1) (1)
Citadel Equity Fund Ltd. (2) (4)...... 9,982,000 2.85% (1) (1)
Van Kampen Harbor Fund (5)(6)........ 2,400,000 * (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) 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.
(3) Amount reflects $1,625,000 aggregate principal amount of notes
previously reflected in the prospectus supplement dated October 19,
2004, less $757,000 aggregate principal amount of notes sold by such
securityholder subsequent to the date thereof pursuant to Rule 144A of
the Securities Act.
(4) Includes $9,225,000 aggregate principal amount of notes previously
reflected in the prospectus supplement dated October 19, 2004, plus an
additional $757,000 aggregate principal amount of notes acquired
subsequent to the date thereof pursuant to Rule 144A of the Securities
Act.
(5) Selling securityholder has identified itself as 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 that the notes were purchased, the selling
securityholder had no agreements or understandings, directly or
indirectly, with any person to distribute the notes.
(6) Selling securityholder has identified itself as an affiliate of Morgan
Stanley & Co. Incorporated who acted as one of the initial purchasers
in the initial private offering of the notes in June 2004 and received
customary compensation in connection therewith.
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 March 18, 2005
2