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 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
PRINCIPAL PRINCIPAL COMMON PERCENTAGE
AMOUNT OF AMOUNT STOCK OF COMMON
NOTES THAT OF NOTES THAT MAY STOCK OUT-
NAME OF SELLING SECURITYHOLDER MAY BE SOLD OUTSTANDING BE SOLD(1) STANDING(2)
----------------------------------------- -------------- --------------- -------------- ------------
1976 Distribution Trust FBO A.R.
Lauder/Zinterhofer................... 8,000 * 159 *
2000 Revocable Trust FBO A.R.
Lauder/Zinterhofer................... 8,000 * 159 *
Advent Convertible Master (Cayman) L.P... 12,265,000 3.50% 244,129 0.66%
Alcon Laboratories....................... 441,000 0.13% 8,778 *
Alpha US Sub Fund 4 LLC.................. 390,000 0.11% 7,763 *
Arlington County Employees
Retirement System.................... 769,000 0.22% 15,307 *
Asante Health Systems.................... 146,000 * 2,906 *
Baptist Health of South Florida**........ 740,000 0.21% 14,729 *
British Virgin Islands Social
Security Board....................... 144,000 * 2,866 *
Castlerigg Master Investments Ltd. ...... 5,000,000 1.43% 99,523 0.27%
Citadel Credit Trading Ltd. (5).......... 1,625,000 0.46% 32,345 *
Citadel Equity Fund Ltd. (5)............. 9,225,000 2.64% 183,619 0.50%
City and County of San Francisco
Retirement System.................... 1,693,000 0.48% 33,698 *
City of New Orleans...................... 232,000 * 4,618 *
City University of New York.............. 172,000 * 3,424 *
Delaware Public Employees Retirement
System............................... 1,374,000 0.39% 27,349 *
Grady Hospital Foundation................ 149,000 * 2,966 *
HFR Arbitrage Fund....................... 795,000 0.23% 15,824 *
Independence Blue Cross.................. 422,000 0.12% 8,400 *
Lehman Brothers, Inc. (6)***............. 13,000,000 3.71% 258,759 0.70%
Lyxor.................................... 1,450,000 0.41% 28,862 *
Merrill Lynch Insurance Group............ 364,000 0.10% 7,245 *
Municipal Employees...................... 292,000 * 5,812 *
New Orleans Firefighters Pension/
Relief Fund.......................... 94,000 * 1,871 *
North Pole Capital Master Fund........... 6,500,000 1.86% 129,379 0.35%
Occidental Petroleum Corporation......... 323,000 * 6,429 *
Ohio Bureau of Workers Compensation...... 130,000 * 2,588 *
Pacific Life Insurance Company........... 500,000 0.14% 9,952 *
Piper Jaffray & Co. (6).................. 2,000,000 0.57% 39,809 0.11%
Policeman and Fireman Retirement
System of the City of Detroit........ 403,000 0.12% 8,022 *
Pro-Mutual............................... 1,003,000 0.29% 19,964 *
Salomon Brothers Asset Management, Inc.(5) 8,500,000 2.43% 169,188 0.465
State of Maryland Retirement Agency...... 3,668,000 1.05% 73,010 0.20%
Tag Associates........................... 100,000 * 1,990 *
The Grable Foundation.................... 94,000 * 1,871 *
Trustmark Insurance...................... 264,000 * 5,255 *
Total.................................... $350,000,000 100.00% 6,966,575(3) 16.0%(4)
___________________
* Represents less than 0.1%.
** Includes $680,000 aggregate principal amount of notes previously
reflected in the prospectus dated October 5, 2004, plus an additional
$60,000 aggregate principal amount of notes acquired subsequent to the
date thereof pursuant to Rule 144A of the Securities Act.
*** 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.
(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
36,604,214 common shares outstanding as of October 13, 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 October 13, 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 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.
(6) 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.
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 October 19, 2004