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 and
November 4, 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)
----------------------------------------- -------------- --------------- -------------- ------------
UBS O'Connor LLC f/b/o O'Connor Global
Convertible Bond Master Ltd............ 1,250,000 0.36% 24,881 *
UBS O'Connor LLC f/b/o O'Connor Global
Convertible Portfolio.................. 750,000 0.21% 14,928 *
Total................................ $350,000,000 100.00% 6,966,575(3) 16.0%(4)
* 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 36,714,366 common shares outstanding
as of October 27, 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 27, 2004, plus the 6,966,575 shares of common stock
into which the $350,000,000 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 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 November 10, 2004.