8-K




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  April 18, 2005 (April 14, 2005) 

ADVANCED MEDICAL OPTICS, INC. 
(Exact name of registrant as specified in its charter)


Delaware 01-31257 33-0986820
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1700 E. St. Andrew Place
Santa Ana, CA
   92705
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:   (714) 247-8200 

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))




Item 3.02     Unregistered Sales of Equity Securities.


                On April 14, 2005, Advanced Medical Optics, Inc. issued an aggregate of 160,695 shares of its common stock to a holder of its 3½% Convertible Senior Subordinated Notes due 2023 (the “3½% convertible notes”) in exchange for $3,000,000 aggregate principal amount of the 3½% convertible notes in a privately negotiated transaction. The issuance of the shares of common stock was made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.



SIGNATURES


                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    ADVANCED MEDICAL OPTICS, INC.
(Registrant)

Date:     April 18, 2005   By:  /s/ Aimee S. Weisner
       
    Aimee S. Weisner
Corporate Vice President,
General Counsel and Secretary