EYE » Topics » PART IV

These excerpts taken from the EYE 10-K filed Feb 24, 2009.

PART I

 

Item 1. Business

Advanced Medical Optics, Inc. (“AMO” or the “Company”) was incorporated in Delaware in October 2001 as a subsidiary of Allergan, Inc. (“Allergan”). Allergan spun-off our company to its stockholders by way of a distribution of all of our shares of common stock on June 29, 2002. As a result of our spin-off from Allergan, we are an independent public company, and Allergan has no continuing stock ownership in us. Unless the context requires otherwise, references to “AMO,” the “Company,” “we,” “us” or “our” refer to Advanced Medical Optics, Inc. and its subsidiaries.

PART I

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Item 1.Business

Advanced Medical Optics, Inc.
(“AMO” or the “Company”) was incorporated in Delaware in October 2001 as a subsidiary of Allergan, Inc. (“Allergan”). Allergan spun-off our company to its stockholders by way of a distribution of all of our shares of
common stock on June 29, 2002. As a result of our spin-off from Allergan, we are an independent public company, and Allergan has no continuing stock ownership in us. Unless the context requires otherwise, references to “AMO,” the
“Company,” “we,” “us” or “our” refer to Advanced Medical Optics, Inc. and its subsidiaries.

PART I

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Item 1.Business

Advanced Medical Optics, Inc.
(“AMO” or the “Company”) was incorporated in Delaware in October 2001 as a subsidiary of Allergan, Inc. (“Allergan”). Allergan spun-off our company to its stockholders by way of a distribution of all of our shares of
common stock on June 29, 2002. As a result of our spin-off from Allergan, we are an independent public company, and Allergan has no continuing stock ownership in us. Unless the context requires otherwise, references to “AMO,” the
“Company,” “we,” “us” or “our” refer to Advanced Medical Optics, Inc. and its subsidiaries.

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Dividends. We have never declared or paid any cash dividends on our common stock or any of our securities. We do not expect to pay cash dividends on our capital stock in the foreseeable future. We intend to retain our future earnings to continue to fund the development and growth of our business as well as repay long-term debt. In addition, our amended and restated Credit Facility prohibits us from paying cash dividends.

Market Information. The following table shows the quarterly closing price range of our common stock during the periods listed.

 

     2008    2007

Calendar Quarter

   Low    High    Low    High

First

   $ 18.83    $ 24.09    $ 33.99    $ 38.97

Second

     19.21      24.22      33.48      42.90

Third

     17.20      23.31      26.95      35.96

Fourth

     4.00      17.78      23.82      32.05

Our common stock is listed on the New York Stock Exchange and is traded under the symbol “EYE.” The closing price of our common stock was $21.92 on February 11, 2009.

The approximate number of stockholders of record was 4,538 as of February 11, 2009.

 

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Table of Contents

The following sets forth shares purchased from employees to pay taxes related to our equity incentive plan:

PART II

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Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Dividends. We have never declared or paid any cash dividends on our common stock or any of our securities. We do not expect to pay cash dividends
on our capital stock in the foreseeable future. We intend to retain our future earnings to continue to fund the development and growth of our business as well as repay long-term debt. In addition, our amended and restated Credit Facility prohibits
us from paying cash dividends.

Market Information. The following table shows the quarterly closing price range of our common stock
during the periods listed.

 


























































































   2008  2007

Calendar Quarter

  Low  High  Low  High

First

  $18.83  $24.09  $33.99  $38.97

Second

   19.21   24.22   33.48   42.90

Third

   17.20   23.31   26.95   35.96

Fourth

   4.00   17.78   23.82   32.05

Our common stock is listed on the New York Stock Exchange and is traded under the symbol
“EYE.” The closing price of our common stock was $21.92 on February 11, 2009.

The approximate number of stockholders of
record was 4,538 as of February 11, 2009.

 


31







Table of Contents


The following sets forth shares purchased from employees to pay taxes related to our equity incentive
plan:

PART II

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Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Dividends. We have never declared or paid any cash dividends on our common stock or any of our securities. We do not expect to pay cash dividends
on our capital stock in the foreseeable future. We intend to retain our future earnings to continue to fund the development and growth of our business as well as repay long-term debt. In addition, our amended and restated Credit Facility prohibits
us from paying cash dividends.

Market Information. The following table shows the quarterly closing price range of our common stock
during the periods listed.

 


























































































   2008  2007

Calendar Quarter

  Low  High  Low  High

First

  $18.83  $24.09  $33.99  $38.97

Second

   19.21   24.22   33.48   42.90

Third

   17.20   23.31   26.95   35.96

Fourth

   4.00   17.78   23.82   32.05

Our common stock is listed on the New York Stock Exchange and is traded under the symbol
“EYE.” The closing price of our common stock was $21.92 on February 11, 2009.

The approximate number of stockholders of
record was 4,538 as of February 11, 2009.

 


31







Table of Contents


The following sets forth shares purchased from employees to pay taxes related to our equity incentive
plan:

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a) Index to Financial Statements

 

     Page No.

1.      Financial Statements included in Part II of this report:

  

Consolidated Balance Sheets at December 31, 2008 and December 31, 2007

   58

Consolidated Statements of Operations for Each of the Years in the Three-Year Period Ended December 31, 2008

   59

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for Each of the Years in the Three-Year Period Ended December 31, 2008

   60

Consolidated Statements of Cash Flows for Each of the Years in the Three-Year Period Ended December 31, 2008

   61

Notes to Consolidated Financial Statements

   62-108

Report of Independent Registered Public Accounting Firm

   109
     Page No.

2.      Schedules Supporting the Consolidated Financial Statements:

  

Schedule numbered in accordance with Rule 5-04 of Regulation S-X: II Valuation and Qualifying Accounts

   162

All other schedules have been omitted for the reason that the required information is presented in financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

 

(b) Item 601 Exhibits

Reference is made to the Index of Exhibits beginning at page S-3 of this report.

 

(c) Other Financial Statements

There are no financial statements required to be filed by Regulation S-X which are excluded from this report by Rule 14 a-3(b)(1).

 

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Table of Contents

PART IV

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Item 15.Exhibits, Financial Statement Schedules

 





(a)Index to Financial Statements

 












































































   Page No.

1.      Financial Statements included in Part II of this report:

  

Consolidated Balance Sheets at December 31, 2008 and December 31, 2007

  58

Consolidated Statements of Operations for Each of the Years in the Three-Year Period Ended December 31, 2008

  59

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for Each of the Years in the Three-Year Period Ended December 31,
2008

  60

Consolidated Statements of Cash Flows for Each of the Years in the Three-Year Period Ended December 31, 2008

  61

Notes to Consolidated Financial Statements

  62-108

Report of Independent Registered Public Accounting Firm

  109
   Page No.

2.      Schedules Supporting the Consolidated Financial Statements:

  

Schedule numbered in accordance with Rule 5-04 of Regulation S-X: II Valuation and Qualifying Accounts

  162

All other schedules have been omitted for the reason that the required information is presented in
financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

 





(b)Item 601 Exhibits

Reference is made to the Index of
Exhibits beginning at page S-3 of this report.

 





(c)Other Financial Statements

There are no financial
statements required to be filed by Regulation S-X which are excluded from this report by Rule 14 a-3(b)(1).

 


153







Table of Contents


PART IV

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Item 15.Exhibits, Financial Statement Schedules

 





(a)Index to Financial Statements

 












































































   Page No.

1.      Financial Statements included in Part II of this report:

  

Consolidated Balance Sheets at December 31, 2008 and December 31, 2007

  58

Consolidated Statements of Operations for Each of the Years in the Three-Year Period Ended December 31, 2008

  59

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for Each of the Years in the Three-Year Period Ended December 31,
2008

  60

Consolidated Statements of Cash Flows for Each of the Years in the Three-Year Period Ended December 31, 2008

  61

Notes to Consolidated Financial Statements

  62-108

Report of Independent Registered Public Accounting Firm

  109
   Page No.

2.      Schedules Supporting the Consolidated Financial Statements:

  

Schedule numbered in accordance with Rule 5-04 of Regulation S-X: II Valuation and Qualifying Accounts

  162

All other schedules have been omitted for the reason that the required information is presented in
financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

 





(b)Item 601 Exhibits

Reference is made to the Index of
Exhibits beginning at page S-3 of this report.

 





(c)Other Financial Statements

There are no financial
statements required to be filed by Regulation S-X which are excluded from this report by Rule 14 a-3(b)(1).

 


153







Table of Contents


These excerpts taken from the EYE 10-K filed Mar 3, 2008.

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a)   Index to Financial Statements

 

     Page No.

1.      Financial Statements included in Part II of this report:

  

Consolidated Balance Sheets at December 31, 2007 and December 31, 2006

   50

Consolidated Statements of Operations for Each of the Years in the Three-Year Period Ended December 31, 2007

   51

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for Each of the Years in the Three-Year Period Ended December 31, 2007

   52

Consolidated Statements of Cash Flows for Each of the Years in the Three-Year Period Ended December 31, 2007

   53

Notes to Consolidated Financial Statements

   54-95

Report of Independent Registered Public Accounting Firm

   95
     Page No.

2.      Schedules Supporting the Consolidated Financial Statements:

  

Schedule numbered in accordance with Rule 5-04 of Regulation S-X: II Valuation and Qualifying Accounts

   106

All other schedules have been omitted for the reason that the required information is presented in financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

 

(b)   Item 601 Exhibits

Reference is made to the Index of Exhibits beginning at page S-3 of this report.

 

(c)   Other Financial Statements

There are no financial statements required to be filed by Regulation S-X which are excluded from this report by Rule 14 a-3(b)(1).

 

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Table of Contents


PART IV

 






Item 15.
Exhibits, Financial Statement Schedules

 






(a) Index to Financial Statements

 












































































   Page No.

1.      Financial Statements included in Part II of this report:

  


Consolidated Balance Sheets at December 31, 2007 and December 31, 2006

  50


Consolidated Statements of Operations for Each of the Years in the Three-Year Period Ended December 31, 2007

  51


Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for Each of the Years in the Three-Year Period Ended December 31, 2007

  52


Consolidated Statements of Cash Flows for Each of the Years in the Three-Year Period Ended December 31, 2007

  53


Notes to Consolidated Financial Statements

  54-95


Report of Independent Registered Public Accounting Firm

  95
   Page No.

2.      Schedules Supporting the Consolidated Financial Statements:

  


Schedule numbered in accordance with Rule 5-04 of Regulation S-X: II Valuation and Qualifying Accounts

  106

All other schedules have been omitted for the reason that the required information is presented in
financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

 






(b) Item 601 Exhibits

Reference is made to the Index of
Exhibits beginning at page S-3 of this report.

 






(c) Other Financial Statements

There are no financial
statements required to be filed by Regulation S-X which are excluded from this report by Rule 14 a-3(b)(1).

 


98







Table of Contents


This excerpt taken from the EYE 10-K filed Mar 1, 2007.
PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)                                  Index to Financial Statements 

 

Page No.

 

 

 

1.     Financial Statements included in Part II of this report:

 

 

 

 

 

Consolidated Balance Sheets at December 31, 2006 and December 31, 2005

 

48

 

 

 

Consolidated Statements of Operations for Each of the Years in the Three-Year
Period Ended December 31, 2006

 

49

 

 

 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income
(Loss) for Each of the Years in the Three-Year Period Ended December 31, 2006

 

50

 

 

 

Consolidated Statements of Cash Flows for Each of the Years in the Three-Year
Period Ended December 31, 2006

 

51

 

 

 

Notes to Consolidated Financial Statements

 

52-87

 

 

 

Report of Independent Registered Public Accounting Firm

 

88

 

 

Page No.

2.     Schedules Supporting the Consolidated Financial Statements:

 

 

 

 

 

Schedule numbered in accordance with Rule 5-04 of Regulation S-X: II Valuation and Qualifying Accounts

 

S-8

 

All other schedules have been omitted for the reason that the required information is presented in financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

(b)                                 Item 601 Exhibits

Reference is made to the Index of Exhibits beginning at page S-3 of this report.

(c)                                  Other Financial Statements

There are no financial statements required to be filed by Regulation S-X which are excluded from this report by Rule 14 a-3(b)(1).

91




This excerpt taken from the EYE 10-K filed Mar 14, 2006.
PART III

 

Item 10. Directors and Executive Officers of Advanced Medical Optics, Inc.

 

Information required by this item, including that required pursuant to Item 401 of Regulation S-K, is included under the headings “Election of Directors” and “Executive Officers” in our proxy statement for the 2006 annual meeting of stockholders (the “Proxy Statement”), which will be filed no later than 120 days after the close of our fiscal year ended December 31, 2005 and which is incorporated herein by reference.

 

The information required by Item 405 of Regulation S-K is included in the Proxy Statement under the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.

 

Item 11. Executive Compensation

 

The sections entitled “Certain Relationships and Related Transactions,” “Executive Compensation,” and “Comparison of Cumulative Total Return,” and the subsection entitled “Director Compensation” included in the Proxy Statement are incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The common stock information in the section entitled “Ownership of Our Stock” in the Proxy Statement is incorporated herein by reference. The information regarding securities authorized for issuance under equity compensation plans in the subsection of our Proxy Statement entitled “Equity Compensation Plans Approved by Stockholders” is incorporated herein by reference.

 

Item 13. Certain Relationships and Related Transactions

 

The section entitled “Certain Relationships and Related Transactions” in the Proxy Statement is incorporated herein by reference.

 

Item 14. Principal Accountant Fees and Services

 

The section entitled “Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated herein by reference.

 

86



 

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