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, as supplemented by prospectus supplements dated October 2, 2003,
October 15, 2003, October 28, 2003 and November 21, 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
Name of Selling Maturity of Notes Offered of Notes Stock May Be Stock Out-
Securityholder Notes Owned Hereby Outstanding Owned(1)(2) Sold(1)(2) standing(3)
---------------------------------- -------------- -------------- ------------- ------------ -------------- ------------
Goldman Sachs & Co. $1,000,000 $1,000,000 0.71% 101,540 48,691 0.3%
Total....................... $140,000,000 $140,000,000 100.00% 6,890,941 6,816,796(4) 18.8%(5)
============ ============ ======= ========= ========= =====
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(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
29,373,994 common shares outstanding as of November 1, 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) 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.
(5) Represents the amount which the selling securityholders may sell
under this prospectus divided by the sum of the common stock
outstanding as of November 1, 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 December 23, 2003.