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, April 20, 2005, May 24, 2005 and July 28,
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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Lehman Brothers, Inc.(2)(3)*......... $14,000,000 ** (1) (1)
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* Lehman Brothers, Inc. acted as an initial purchaser in the initial
private offering of the notes in June 2004 and received customary
compensation in connection therewith.
** 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 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.
(3) Includes $13,000,000 aggregate principal amount of notes previously
reflected in the prospectus supplement dated October 19, 2004, plus
an additional $1,000,000 aggregate principal amount of notes
subsequently acquired by such selling securityholder pursuant to Rule
144A of the Securities Act.
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 October 14, 2005