Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated September 24, 2003) Registration No. 333-108719
ADVANCED MEDICAL OPTICS, INC.
$140,000,000
3 1/2% Convertible Senior Subordinated Notes due April 15, 2023
and
Shares of Common Stock Issuable Upon Conversion of the Notes
___________
This prospectus supplement supplements the prospectus dated September
24, 2003 relating to the resale by certain of our securityholders of up to
$140,000,000 aggregate principal amount at maturity of our 3 1/2% Convertible
Senior Subordinated Notes due April 15, 2023 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
of Number of
Aggregate Aggregate Number of Shares of
Principal Amount of Principal Shares of Common Percentage
Amount At Amount of Amount Common Stock That of Common
Maturity of Notes Offered of Notes Stock May Be Stock Out-
Name of Selling Securityholder Notes Owned Hereby Outstanding Owned(1)(2) Sold(1)(2) standing(3)
---------------------------------- -------------- -------------- ------------- ------------ -------------- -------------
Windmill Master Fund, LP.......... $1,000,000 $1,000,000 0.71% 48,691 48,691 0.2%
CNH CA Master Account, L.P. ...... 500,000 500,000 0.36 24,345 24,345 *
All other holders of notes or
future transferees,
pledgees, donees,
assignees, or successors of 30,105,000 30,105,000 21.50 1,487,150 1,465,854 4.8
any such holders(2)(4)......
Total............................ $140,000,000 $140,000,000 100.00% 6,838,092 6,816,796(5) 19.0%(6)
* Represents less than 0.1%.
(1) Assumes conversion of all of the holder's notes at a conversion rate of
48.6914 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" in the
accompanying prospectus. As a result, the number of shares of common
stock issuable upon conversion of the notes may increase or decrease in
the future.
(2) Includes shares of common stock issuable upon conversion of the notes.
Assumes that any other holders of the notes or any future pledgees,
donees, assignees, transferees or successors of or from any other such
holders of the notes, do not beneficially own any shares of common
stock other than the common stock issuable upon conversion of the notes
at the initial conversion rate.
(3) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
29,067,538 common shares outstanding as of June 27, 2003. 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.
(4) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(5) Represents the number of shares of common stock into which $140.0
million aggregate principal amount of notes would be convertible at
the conversion rate described in footnote 1 above.
(6) Represents the amount which the selling securityholders may sell under
this prospectus divided by the sum of the common stock outstanding as
of June 27, 2003, plus the 6,816,796 shares of common stock into which
the $140.0 million 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 8.
________________
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 15, 2003.