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<P align="center" style="font-size: 10pt"><B>As filed with the
Securities and Exchange Commission on August 4, 2004</B>



<DIV align="right" style="font-size: 10pt"><B>Registration
No.&nbsp;333-</B></DIV>



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<DIV align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549</B></DIV>



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<DIV align="center" style="font-size: 14pt"><B>FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933<BR></B></DIV>

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<DIV align="center" style="font-size: 14pt"><B>ALLERGAN, INC.<BR></B></DIV>
<DIV align="center" style="font-size: 9pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


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    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>95-01622442</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction of<BR>
Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification Number)</TD>
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<P align="center" style="font-size: 10pt"><B>2525 Dupont Drive<BR>
Irvine, California 92612-1599</B><BR>
(Address of Principal Executive Offices including Zip Code)

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<DIV align="center" style="font-size: 14pt"><B>ALLERGAN, INC.<BR>
EXECUTIVE DEFERRED COMPENSATION PLAN<BR>
(AMENDED AND RESTATED AS OF JANUARY 1, 2003), AS AMENDED</B></DIV>


<DIV align="center" style="font-size: 9pt">(Full Title of the Plan)</DIV>
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    <TD align="center" valign="top"><B>Douglas S. Ingram, Esq.</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Copy to:</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Executive Vice President, General<BR>
Counsel and Secretary</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Cary K. Hyden, Esq.<BR>
Jonn R. Beeson, Esq.</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>ALLERGAN, INC.<BR>
2525 Dupont Drive</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>LATHAM &#038; WATKINS LLP<BR>
650 Town Center Drive, Twentieth Floor</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Irvine, California 92612-1599<BR>
(714)&nbsp;246-4500</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Costa Mesa, California 92626<BR>
(714)&nbsp;540-1235</B></TD>
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<P align="center" style="font-size: 9pt">(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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<DIV align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>
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    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="13%" nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="10%" nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
</TR>


<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of Securities to be Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee</B></TD>
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    <TD><DIV style="margin-left:0px; text-indent:-0px">Deferred Compensation Obligations(1)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">65,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">100</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">65,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,236</TD>
    <TD>&nbsp;</TD>
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    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The deferred compensation obligations to which this Registration
Statement relates (the &#147;Deferred Compensation Obligations&#148;) arise under
the Allergan, Inc. Executive Deferred Compensation Plan (Amended and
Restated January&nbsp;1, 2003), as amended (the &#147;Plan&#148;), and are unsecured
obligations of Allergan, Inc. (the &#147;Company&#148;) to pay deferred compensation
in the future pursuant to compensation deferral elections made by
participants in the Plan in accordance with the terms of the Plan.</TD>
</TR>

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<DIV align="center" style="font-size: 10pt"><B>Proposed sale to take place as soon after the effective date of the Registration
Statement as obligations are issued.</B></DIV>



<P align="center" style="font-size: 8pt">Total Pages 10<BR>
Exhibit&nbsp;Index on Page 7



<P align="center" style="font-size: 10pt">&nbsp;
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00733exv5w1.htm">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00733exv23w2.htm">EXHIBIT 23.2</A></TD></TR>
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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information called for in Part&nbsp;I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the &#147;Commission&#148;).

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<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="left" style="font-size: 10pt"><B><U>Registration of Additional Securities</U></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Allergan, Inc. Executive Deferred Compensation Plan (Amended and
Restated as of January&nbsp;1, 2003), as amended (the &#147;Plan&#148;), authorizes unsecured
obligations of the Company to pay deferred compensation in the future. The
Company has previously registered $12,500,000 of deferred compensation
obligations under the Plan by a Registration Statement on Form S-8 filed with
the Commission on January&nbsp;6, 2000, Registration No.&nbsp;333-94157 (the &#147;Prior
Registration Statement&#148;). Under this Registration Statement, the Company is
registering an additional $65,000,000 of deferred compensation obligations
under the Plan. The contents of the Prior Registration Statement are
incorporated by reference herein to the extent not modified or superseded
hereby or by any subsequently filed document that is incorporated by reference
herein or therein.


<P align="left" style="font-size: 10pt"><B><U>Experts</U></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements and schedule of Allergan, Inc. and
subsidiaries as of December&nbsp;31, 2003 and 2002, and for each of the years in the
three-year period ended December&nbsp;31, 2003, have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. The audit reports refer to a
change in the method of accounting for derivative instruments and hedging
activities in 2001 and a change in the method of accounting for goodwill and
intangible assets in 2002.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. <U>Description of Securities</U></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following contains un updated description of the deferred compensation
obligations of the Company under the Plan and is qualified by reference to the
Plan. Capitalized terms used in this Item&nbsp;4 and not otherwise defined in this
Registration Statement shall have the respective meanings attributed to such
terms in the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The deferred compensation obligations incurred by the Company under the
Plan are unsecured general obligations of the Company that rank equally with
other unsecured and unsubordinated indebtedness of the Company, from time to
time outstanding, and are payable from the general assets of the Company.
Because the Company has subsidiaries, the right of the Company, and hence the
right of creditors of the Company (including Participants in the Plan), to
participate in a distribution of the assets of a subsidiary of the Company upon
its liquidation, reorganization or otherwise, is necessarily subject to the
prior claims of creditors of the subject subsidiary, except to the extent that
claims of the Company itself as a creditor may be recognized.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the Plan, the Company provides Eligible Employees of the Company and
certain of the Company&#146;s affiliates who are approved for participation by the
Committee with the right to participate in the Plan. Eligible Employees are
employees who are either (i)&nbsp;exempt grade 8E and above or (ii)&nbsp;employed in an
executive or management position as approved by the Committee. The portion of
the Participant&#146;s compensation that is deferred depends on the Participant&#146;s
election in effect at the beginning of the Plan Year. To participate in the
Plan, during the Plan Year, a Participant must defer a minimum of $5,000 (or
other such amount as may be designated by the Committee) from either Base
Salary or Bonuses or a combination of Base Salary and Bonuses, and may elect to
defer up to a maximum of 100% of Base Salary and Bonuses earned during the Plan
Year (the &#147;Deferral Amount&#148;) by timely completing and submitting to the Company
a Deferral Election Form.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amounts deferred under the Plan represent an obligation of the Company
to make payments to the Participant at some time in the future. Such
obligation consists of an amount equal to the Participant&#146;s Deferral Account
under the Plan, which includes (x)&nbsp;the sum of (i)&nbsp;the Participant&#146;s Deferral
Amounts, plus (ii)&nbsp;amounts credited to the Participant&#146;s Deferral Account based
on the income, gains, losses and expenses of the insurance


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<P align="left" style="font-size: 10pt">funds or other investment vehicles selected by the Participant, as
applicable, in accordance with and subject to the rules and procedures
established from time to time by the Committee, plus (iii)&nbsp;various Restoration
Credits (certain employer contributions to or allocations, other than trust
income or earnings, made under the Allergan, Inc. Savings and Investment Plan
and the Allergan, Inc. Employee Stock Ownership Plan, which would have been
contributed or allocated under those plans on behalf of the Participant but
that could not be contributed or allocated to those plans due to Internal
Revenue Code limitations), which have been added to the Participant&#146;s Deferral
Account; less (y)&nbsp;all distributions made to the Participant or his or her
beneficiary pursuant to the Plan that relate to the Participant&#146;s Deferral
Account. In addition, certain Participants as of November&nbsp;1, 1999 could elect
that deferrals made during Plan Years prior to January&nbsp;1, 2002 be credited with
an amount based on 120% of the ten-year Treasury Note 120&nbsp;month rolling
average. Currently, the Committee has authorized eight various insurance funds
or other investment funds or vehicles under the Plan. Participants may make
investment allocations to these investment alternatives in whole percentages.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participants are fully vested in Annual Deferrals, Matching Contribution
Restoration Credits and ESOP Restoration Credits. Participants vest in
Retirement Restoration Credits at the rate of 20% for each Year of Service,
subject to acceleration in the event of death, Disability, severance, a Change
in Control or upon reaching age 62. The amounts payable to Participants under
the Plan are distributed in accordance with the distribution provisions of the
Plan. Such distributions are made following termination of employment or
death. Participants are also entitled to certain financial hardship
distributions and limited In-Service Distributions and Unscheduled Withdrawals
(subject to a penalty) while still employed with the Company. Distributions
are payable generally in a single lump sum payment, in 20, 40 or 60 quarterly
installments for retirement benefits, or up to three annual installments for
termination benefits, each as elected by the Participant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An irrevocable trust has been established by the Company to pay the
obligations under the Plan. All Deferral Amounts under the Plan are contributed
to the irrevocable trust. The Plan is administered by the Committee, which has
the power to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of the Plan, to construe and resolve all
questions arising under the Plan, and otherwise to carry out the terms of the
Plan. The Company reserves the right to amend or partially or completely
terminate the Plan, provided that such amendment or termination does not result
in any reduction or elimination (except to the extent that such amounts are
distributed under the Plan) of a Participant&#146;s Deferral Account, as of the date
of such amendment or termination.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. <U>Indemnification of Directors and Officers</U></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(a) of the General Corporation Law of the State of Delaware
(the &#147;DGCL&#148;) provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted under similar standards
to those set forth above, except that no indemnification may be made with
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.


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<P align="left" style="font-size: 10pt">Section&nbsp;145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a)&nbsp;and (b)&nbsp;or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section&nbsp;145 of the DGCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the DGCL.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by Section&nbsp;102(b)(7) of the DGCL, the Company&#146;s Certificate
of Incorporation, as amended, provides that a director shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, this provision does not eliminate or limit the
liability of a director for acts or omissions not in good faith or for
breaching his or her duty of loyalty, engaging in intentional misconduct or
knowingly violating the law, paying a dividend or approving a stock repurchase
which was illegal, or obtaining an improper personal benefit. A provision of
this type has no effect on the availability of equitable remedies, such as
injunction or rescission, for breach of fiduciary duty. The Company&#146;s
Certificate of Incorporation, as amended, requires that directors and officers
be indemnified to the maximum extent permitted by Delaware law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into indemnity agreements with each of its
directors and executive officers. These indemnity agreements require that the
Company pay on behalf of each director and executive officer party thereto any
amount that he or she is or becomes legally obligated to pay because of any
claim or claims made against him or her because of any act or omission or
neglect or breach of duty, including any actual or alleged error or
misstatement or misleading statement, which he or she commits or suffers while
acting in his or her capacity as a director and/or executive officer of the
Company and solely because of his or her being a director and/or executive
officer of the Company. Under the DGCL, absent such an indemnity agreement,
indemnification of a director or officer is discretionary rather than mandatory
(except in the case of a proceeding in which a director or officer is
successful on the merits). Consistent with the Company&#146;s Bylaw provision on the
subject, the indemnity agreements require the Company to make prompt payment of
defense and investigation costs and expenses at the request of the director or
executive officer in advance of indemnification, provided that the recipient
undertakes to repay the amounts if it is ultimately determined that he or she
is not entitled to indemnification for such expense and provided further that
such advance shall not be made if it is determined that the director or
executive officer acted in bad faith or deliberately breached his or her duty
to the Company or its stockholders and, as a result, it is more likely than not
that it will ultimately be determined that he or she is not entitled to
indemnification under the terms of the indemnity agreement. The indemnity
agreements make the advance of litigation expenses mandatory absent a special
determination to the contrary, whereas under the DGCL absent such an indemnity
agreement, such advance would be discretionary. Under the indemnity agreements,
the Company would not be required to pay or reimburse the director or executive
officer for his or her expenses in seeking indemnification recovery against the
Company. By the terms of the indemnity agreements, benefits are not available
if the director or executive officer has received payment from one or more
insurance policies for the subject claim or, with respect to the matters giving
rise to the claim: (i)&nbsp;received a personal benefit; (ii)&nbsp;violated Section
16(b) of the Securities Exchange Act of 1934, as amended, or analogous
provisions of law; or (iii)&nbsp;committed certain acts of dishonesty. Absent the
indemnity agreements, indemnification that might be made available to directors
and officers could be changed by further amendments to the Company&#146;s
Certificate of Incorporation or Bylaws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has a policy of directors&#146; liability insurance that insures
the directors and officers against the cost of defense, settlement or payment
of a judgment under certain circumstances.

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<P align="left" style="font-size: 10pt"><B><U>Item&nbsp;8. Exhibits</U></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Index to Exhibits on page 7.


<P align="center" style="font-size: 10pt">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on this 3rd day of
August, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>ALLERGAN, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ DAVID E.I. PYOTT</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">David E.I. Pyott, Chairman of the&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Board, President and Chief Executive
Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">
/s/ ERIC K. BRANDT</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Eric K. Brandt, Executive Vice President, &nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Finance, Strategy and Corporate Development&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby authorizes and appoints
each of David E.I. Pyott, Eric K. Brandt, Douglas S. Ingram and Matthew J.
Maletta, as attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, to sign on his or her behalf, individually and
in the capacities stated below, and to file any and all amendments, including
post-effective amendments, to this registration statement and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to said attorney-in-fact and agent full power and authority to perform any
other act on behalf of the undersigned required to be done in the premises.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of August, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ DAVID E.I. PYOTT<BR>
<HR size="1" noshade>
David E.I. Pyott</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board, President and Chief Executive<BR>
Officer (Principal Executive Officer)</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ ERIC K. BRANDT<BR>
<HR size="1" noshade>
Eric K. Brandt</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Executive Vice President, Finance, Strategy and<BR>
Corporate Development (Principal Financial Officer)</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ JAMES F. BARLOW<BR>
<HR size="1" noshade>
James F. Barlow</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Vice President, Corporate Controller (Principal<BR>
Accounting Officer)</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ HERBERT W. BOYER<BR>
<HR size="1" noshade>
Herbert W. Boyer, Ph.D.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Vice Chairman of the Board</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ HANDEL E. EVANS<BR>
<HR size="1" noshade>
Handel E. Evans</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ MICHAEL R. GALLAGHER<BR>
<HR size="1" noshade>
Michael R. Gallagher</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ GAVIN S. HERBERT<BR>
<HR size="1" noshade>
Gavin S. Herbert</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ TREVOR M. JONES<BR>
<HR size="1" noshade>
Trevor M. Jones, Ph.D.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ KAREN R. OSAR<BR>
<HR size="1" noshade>
Karen R. Osar</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ RUSSELL T. RAY<BR>
<HR size="1" noshade>
Russell T. Ray</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ LOUIS T. ROSSO<BR>
<HR size="1" noshade>
Louis T. Rosso</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ STEPHEN J. RYAN<BR>
<HR size="1" noshade>
Stephen J. Ryan, M.D.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top"><BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD nowrap valign="top">/s/ LEONARD D. SCHAEFFER<BR>
<HR size="1" noshade>
Leonard D. Schaeffer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>EXHIBIT</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>PAGE NO.</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designations of Series&nbsp;A Junior Participating Preferred Stock as
filed with the State of Delaware on February&nbsp;1, 2000 (incorporated by reference
to Exhibit&nbsp;4.1 to the Company&#146;s Report on Form&nbsp;10-K for the Fiscal Year ended
December&nbsp;31, 1999)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated January&nbsp;25, 2000, between the Company and First Chicago
Trust Company of New York (&#147;Rights Agreement&#148;) (incorporated by reference to
Exhibit&nbsp;4 to the Company&#146;s Current Report on Form&nbsp;8-K filed on January&nbsp;28, 2000)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment to Rights Agreement dated as of January&nbsp;2, 2002 between First Chicago
Trust Company of New York, the Company and EquiServe Trust Company, N.A., as
successor Rights Agent (incorporated by reference to Exhibit&nbsp;4.3 of the
Company&#146;s Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2001)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amendment to Rights Agreement dated as of January&nbsp;30, 2003 between First
Chicago Trust Company of New York, the Company and EquiServe Trust Company,
N.A., as successor Rights Agent (incorporated by reference to Exhibit&nbsp;1 of the
Company&#146;s amended Form&nbsp;8-A filed on February&nbsp;14, 2003)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture between the Company and BankAmerica National Trust Company
(incorporated by reference to Exhibit&nbsp;4 filed with the Company&#146;s Registration
Statement 33-69746)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of November&nbsp;1, 2000, between the Company and U.S. Trust
National Association (incorporated by reference to Exhibit&nbsp;4.1 to the Company&#146;s
Current Report on Form&nbsp;8-K, filed on November&nbsp;1, 2000)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement, dated November&nbsp;1, 2000, between the Company and
Merrill Lynch &#038; Co., Merrill Lynch, Pierce Fenner &#038; Smith Incorporated
(incorporated by reference to Exhibit&nbsp;4.2 to the Company&#146;s Current Report on
Form&nbsp;8-K, filed on November&nbsp;1, 2000)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Indenture, dated as of November&nbsp;6, 2002, between the Company and Wells Fargo
Bank National Association (incorporated by reference to Exhibit&nbsp;4.1 filed with
the Company&#146;s Registration Statement 333-102425)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Zero Coupon Convertible Senior Note Due 2022 (incorporated by reference
to Exhibit&nbsp;4.2 filed with the Company&#146;s Registration Statement 333-102425)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of November&nbsp;6, 2002, by and between the
Company and Banc of America Securities LLC, Salomon Smith Barney Inc., J.P.
Morgan Securities Inc. and Banc One Capital Markets, Inc. (incorporated by
reference to Exhibit&nbsp;4.3 filed with the Company&#146;s Registration Statement
333-102425)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Counsel
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Counsel (included in Exhibit&nbsp;5.1)
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8</TD>
    <TD nowrap valign="top">&nbsp;</TD>
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    <TD valign="top">&nbsp;</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP
</TD>
    <TD>&nbsp;</TD>
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    <TD align="right" valign="top">10</TD>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page to this Registration Statement)
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5</TD>
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Allergan, Inc.
Table of Contents
As filed with the
Securities and Exchange Commission on August 4, 2004
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLERGAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
95-01622442
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
2525 Dupont Drive
Irvine, California 92612-1599
(Address of Principal Executive Offices including Zip Code)
ALLERGAN, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2003), AS AMENDED
(Full Title of the Plan)
Douglas S. Ingram, Esq.
Copy to:
Executive Vice President, General
Counsel and Secretary
Cary K. Hyden, Esq.
Jonn R. Beeson, Esq.
ALLERGAN, INC.
2525 Dupont Drive
LATHAM & WATKINS LLP
650 Town Center Drive, Twentieth Floor
Irvine, California 92612-1599
(714) 246-4500
Costa Mesa, California 92626
(714) 540-1235
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Amount
Maximum
Aggregate
Amount of
to be
Offering Price
Offering
Registration
Title of Securities to be Registered
Registered
Per Share
Price
Fee
Deferred Compensation Obligations(1)
$
65,000,000
100
%
$
65,000,000
$
8,236
(1)
The deferred compensation obligations to which this Registration
Statement relates (the "Deferred Compensation Obligations") arise under
the Allergan, Inc. Executive Deferred Compensation Plan (Amended and
Restated January 1, 2003), as amended (the "Plan"), and are unsecured
obligations of Allergan, Inc. (the "Company") to pay deferred compensation
in the future pursuant to compensation deferral elections made by
participants in the Plan in accordance with the terms of the Plan.
Proposed sale to take place as soon after the effective date of the Registration
Statement as obligations are issued.
Total Pages 10
Exhibit Index on Page 7
TABLE OF CONTENTS
PART I
PART II
Item 4. Description of Securities
Item 6. Indemnification of Directors and Officers
Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.2
Table of Contents
PART I
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
Registration of Additional Securities
The Allergan, Inc. Executive Deferred Compensation Plan (Amended and
Restated as of January 1, 2003), as amended (the "Plan"), authorizes unsecured
obligations of the Company to pay deferred compensation in the future. The
Company has previously registered $12,500,000 of deferred compensation
obligations under the Plan by a Registration Statement on Form S-8 filed with
the Commission on January 6, 2000, Registration No. 333-94157 (the "Prior
Registration Statement"). Under this Registration Statement, the Company is
registering an additional $65,000,000 of deferred compensation obligations
under the Plan. The contents of the Prior Registration Statement are
incorporated by reference herein to the extent not modified or superseded
hereby or by any subsequently filed document that is incorporated by reference
herein or therein.
Experts
The consolidated financial statements and schedule of Allergan, Inc. and
subsidiaries as of December 31, 2003 and 2002, and for each of the years in the
three-year period ended December 31, 2003, have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. The audit reports refer to a
change in the method of accounting for derivative instruments and hedging
activities in 2001 and a change in the method of accounting for goodwill and
intangible assets in 2002.
Item 4.
Description of Securities
The following contains un updated description of the deferred compensation
obligations of the Company under the Plan and is qualified by reference to the
Plan. Capitalized terms used in this Item 4 and not otherwise defined in this
Registration Statement shall have the respective meanings attributed to such
terms in the Plan.
The deferred compensation obligations incurred by the Company under the
Plan are unsecured general obligations of the Company that rank equally with
other unsecured and unsubordinated indebtedness of the Company, from time to
time outstanding, and are payable from the general assets of the Company.
Because the Company has subsidiaries, the right of the Company, and hence the
right of creditors of the Company (including Participants in the Plan), to
participate in a distribution of the assets of a subsidiary of the Company upon
its liquidation, reorganization or otherwise, is necessarily subject to the
prior claims of creditors of the subject subsidiary, except to the extent that
claims of the Company itself as a creditor may be recognized.
Under the Plan, the Company provides Eligible Employees of the Company and
certain of the Company's affiliates who are approved for participation by the
Committee with the right to participate in the Plan. Eligible Employees are
employees who are either (i) exempt grade 8E and above or (ii) employed in an
executive or management position as approved by the Committee. The portion of
the Participant's compensation that is deferred depends on the Participant's
election in effect at the beginning of the Plan Year. To participate in the
Plan, during the Plan Year, a Participant must defer a minimum of $5,000 (or
other such amount as may be designated by the Committee) from either Base
Salary or Bonuses or a combination of Base Salary and Bonuses, and may elect to
defer up to a maximum of 100% of Base Salary and Bonuses earned during the Plan
Year (the "Deferral Amount") by timely completing and submitting to the Company
a Deferral Election Form.
The amounts deferred under the Plan represent an obligation of the Company
to make payments to the Participant at some time in the future. Such
obligation consists of an amount equal to the Participant's Deferral Account
under the Plan, which includes (x) the sum of (i) the Participant's Deferral
Amounts, plus (ii) amounts credited to the Participant's Deferral Account based
on the income, gains, losses and expenses of the insurance
2
Table of Contents
funds or other investment vehicles selected by the Participant, as
applicable, in accordance with and subject to the rules and procedures
established from time to time by the Committee, plus (iii) various Restoration
Credits (certain employer contributions to or allocations, other than trust
income or earnings, made under the Allergan, Inc. Savings and Investment Plan
and the Allergan, Inc. Employee Stock Ownership Plan, which would have been
contributed or allocated under those plans on behalf of the Participant but
that could not be contributed or allocated to those plans due to Internal
Revenue Code limitations), which have been added to the Participant's Deferral
Account; less (y) all distributions made to the Participant or his or her
beneficiary pursuant to the Plan that relate to the Participant's Deferral
Account. In addition, certain Participants as of November 1, 1999 could elect
that deferrals made during Plan Years prior to January 1, 2002 be credited with
an amount based on 120% of the ten-year Treasury Note 120 month rolling
average. Currently, the Committee has authorized eight various insurance funds
or other investment funds or vehicles under the Plan. Participants may make
investment allocations to these investment alternatives in whole percentages.
Participants are fully vested in Annual Deferrals, Matching Contribution
Restoration Credits and ESOP Restoration Credits. Participants vest in
Retirement Restoration Credits at the rate of 20% for each Year of Service,
subject to acceleration in the event of death, Disability, severance, a Change
in Control or upon reaching age 62. The amounts payable to Participants under
the Plan are distributed in accordance with the distribution provisions of the
Plan. Such distributions are made following termination of employment or
death. Participants are also entitled to certain financial hardship
distributions and limited In-Service Distributions and Unscheduled Withdrawals
(subject to a penalty) while still employed with the Company. Distributions
are payable generally in a single lump sum payment, in 20, 40 or 60 quarterly
installments for retirement benefits, or up to three annual installments for
termination benefits, each as elected by the Participant.
An irrevocable trust has been established by the Company to pay the
obligations under the Plan. All Deferral Amounts under the Plan are contributed
to the irrevocable trust. The Plan is administered by the Committee, which has
the power to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of the Plan, to construe and resolve all
questions arising under the Plan, and otherwise to carry out the terms of the
Plan. The Company reserves the right to amend or partially or completely
terminate the Plan, provided that such amendment or termination does not result
in any reduction or elimination (except to the extent that such amounts are
distributed under the Plan) of a Participant's Deferral Account, as of the date
of such amendment or termination.
Item 6.
Indemnification of Directors and Officers
Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted under similar standards
to those set forth above, except that no indemnification may be made with
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.
3
Table of Contents
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 of the DGCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the DGCL.
As permitted by Section 102(b)(7) of the DGCL, the Company's Certificate
of Incorporation, as amended, provides that a director shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, this provision does not eliminate or limit the
liability of a director for acts or omissions not in good faith or for
breaching his or her duty of loyalty, engaging in intentional misconduct or
knowingly violating the law, paying a dividend or approving a stock repurchase
which was illegal, or obtaining an improper personal benefit. A provision of
this type has no effect on the availability of equitable remedies, such as
injunction or rescission, for breach of fiduciary duty. The Company's
Certificate of Incorporation, as amended, requires that directors and officers
be indemnified to the maximum extent permitted by Delaware law.
The Company has entered into indemnity agreements with each of its
directors and executive officers. These indemnity agreements require that the
Company pay on behalf of each director and executive officer party thereto any
amount that he or she is or becomes legally obligated to pay because of any
claim or claims made against him or her because of any act or omission or
neglect or breach of duty, including any actual or alleged error or
misstatement or misleading statement, which he or she commits or suffers while
acting in his or her capacity as a director and/or executive officer of the
Company and solely because of his or her being a director and/or executive
officer of the Company. Under the DGCL, absent such an indemnity agreement,
indemnification of a director or officer is discretionary rather than mandatory
(except in the case of a proceeding in which a director or officer is
successful on the merits). Consistent with the Company's Bylaw provision on the
subject, the indemnity agreements require the Company to make prompt payment of
defense and investigation costs and expenses at the request of the director or
executive officer in advance of indemnification, provided that the recipient
undertakes to repay the amounts if it is ultimately determined that he or she
is not entitled to indemnification for such expense and provided further that
such advance shall not be made if it is determined that the director or
executive officer acted in bad faith or deliberately breached his or her duty
to the Company or its stockholders and, as a result, it is more likely than not
that it will ultimately be determined that he or she is not entitled to
indemnification under the terms of the indemnity agreement. The indemnity
agreements make the advance of litigation expenses mandatory absent a special
determination to the contrary, whereas under the DGCL absent such an indemnity
agreement, such advance would be discretionary. Under the indemnity agreements,
the Company would not be required to pay or reimburse the director or executive
officer for his or her expenses in seeking indemnification recovery against the
Company. By the terms of the indemnity agreements, benefits are not available
if the director or executive officer has received payment from one or more
insurance policies for the subject claim or, with respect to the matters giving
rise to the claim: (i) received a personal benefit; (ii) violated Section
16(b) of the Securities Exchange Act of 1934, as amended, or analogous
provisions of law; or (iii) committed certain acts of dishonesty. Absent the
indemnity agreements, indemnification that might be made available to directors
and officers could be changed by further amendments to the Company's
Certificate of Incorporation or Bylaws.
The Company has a policy of directors' liability insurance that insures
the directors and officers against the cost of defense, settlement or payment
of a judgment under certain circumstances.
Item 8. Exhibits
See Index to Exhibits on page 7.
4
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on this 3rd day of
August, 2004.
ALLERGAN, INC.
By:
/s/ DAVID E.I. PYOTT
David E.I. Pyott, Chairman of the
Board, President and Chief Executive
Officer
By:
/s/ ERIC K. BRANDT
Eric K. Brandt, Executive Vice President,
Finance, Strategy and Corporate Development
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
each of David E.I. Pyott, Eric K. Brandt, Douglas S. Ingram and Matthew J.
Maletta, as attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, to sign on his or her behalf, individually and
in the capacities stated below, and to file any and all amendments, including
post-effective amendments, to this registration statement and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to said attorney-in-fact and agent full power and authority to perform any
other act on behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of August, 2004.
Signature
Title
/s/ DAVID E.I. PYOTT
David E.I. Pyott
Chairman of the Board, President and Chief Executive
Officer (Principal Executive Officer)
/s/ ERIC K. BRANDT
Eric K. Brandt
Executive Vice President, Finance, Strategy and
Corporate Development (Principal Financial Officer)
/s/ JAMES F. BARLOW
James F. Barlow
Vice President, Corporate Controller (Principal
Accounting Officer)
/s/ HERBERT W. BOYER
Herbert W. Boyer, Ph.D.
Vice Chairman of the Board
5
Table of Contents
Signature
Title
/s/ HANDEL E. EVANS
Handel E. Evans
Director
/s/ MICHAEL R. GALLAGHER
Michael R. Gallagher
Director
/s/ GAVIN S. HERBERT
Gavin S. Herbert
Director
/s/ TREVOR M. JONES
Trevor M. Jones, Ph.D.
Director
/s/ KAREN R. OSAR
Karen R. Osar
Director
/s/ RUSSELL T. RAY
Russell T. Ray
Director
/s/ LOUIS T. ROSSO
Louis T. Rosso
Director
/s/ STEPHEN J. RYAN
Stephen J. Ryan, M.D.
Director
/s/ LEONARD D. SCHAEFFER
Leonard D. Schaeffer
Director
6
Table of Contents
INDEX TO EXHIBITS
EXHIBIT
PAGE NO.
4.1
Certificate of Designations of Series A Junior Participating Preferred Stock as
filed with the State of Delaware on February 1, 2000 (incorporated by reference
to Exhibit 4.1 to the Company's Report on Form 10-K for the Fiscal Year ended
December 31, 1999)
4.2
Rights Agreement, dated January 25, 2000, between the Company and First Chicago
Trust Company of New York ("Rights Agreement") (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K filed on January 28, 2000)
4.3
Amendment to Rights Agreement dated as of January 2, 2002 between First Chicago
Trust Company of New York, the Company and EquiServe Trust Company, N.A., as
successor Rights Agent (incorporated by reference to Exhibit 4.3 of the
Company's Annual Report on Form 10-K for the year ended December 31, 2001)
4.4
Second Amendment to Rights Agreement dated as of January 30, 2003 between First
Chicago Trust Company of New York, the Company and EquiServe Trust Company,
N.A., as successor Rights Agent (incorporated by reference to Exhibit 1 of the
Company's amended Form 8-A filed on February 14, 2003)
4.5
Indenture between the Company and BankAmerica National Trust Company
(incorporated by reference to Exhibit 4 filed with the Company's Registration
Statement 33-69746)
4.6
Indenture, dated as of November 1, 2000, between the Company and U.S. Trust
National Association (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, filed on November 1, 2000)
4.7
Registration Rights Agreement, dated November 1, 2000, between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce Fenner & Smith Incorporated
(incorporated by reference to Exhibit 4.2 to the Company's Current Report on
Form 8-K, filed on November 1, 2000)
4.8
Indenture, dated as of November 6, 2002, between the Company and Wells Fargo
Bank National Association (incorporated by reference to Exhibit 4.1 filed with
the Company's Registration Statement 333-102425)
4.9
Form of Zero Coupon Convertible Senior Note Due 2022 (incorporated by reference
to Exhibit 4.2 filed with the Company's Registration Statement 333-102425)
4.10
Registration Rights Agreement dated as of November 6, 2002, by and between the
Company and Banc of America Securities LLC, Salomon Smith Barney Inc., J.P.
Morgan Securities Inc. and Banc One Capital Markets, Inc. (incorporated by
reference to Exhibit 4.3 filed with the Company's Registration Statement
333-102425)
5.1
Opinion of Counsel
8
23.1
Consent of Counsel (included in Exhibit 5.1)
8
23.2
Consent of KPMG LLP
10
24
Power of Attorney (included in the signature page to this Registration Statement)
5