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, as supplemented by prospectus supplements dated October 19, 2004,
November 4, 2004, November 10, 2004 and December 13, 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.
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)
--------------------------------------- ---------------- --------------- -------------- ------------
DKR Saturn Event Driven Holding
Fund Ltd. (2)......................... 13,250,000 3.79% (1) (1)
DKR Saturn Multi-Strategy Holding
Fund Ltd. (3)...........................13,250,000 3.79% (1) (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) Includes $12,000,000 aggregate principal amount of notes previously reflected in the prospectus dated October 5,
2004, plus an additional $1,250,000 aggregate principal amount of notes acquired pursuant to Rule 144A of the
Securities Act subsequent to September 29, 2004, the last date information was provided to us for inclusion in
such prospectus by the selling securityholders named therein.
(3) Includes $12,000,000 aggregate principal amount of notes previously reflected in the prospectus dated October 5,
2004, plus an additional $1,250,000 aggregate principal amount of notes acquired pursuant to Rule 144A of the
Securities Act subsequent to September 29, 2004, the last date information was provided to us for inclusion in
such prospectus by the selling securityholders named therein.
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 January 11, 2005.