Amarin Schedule 13D/A dated April 20, 2006
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________
SCHEDULE
13D/A3 (Amendment No. 3)
Under
the
Securities Exchange Act of 1934
Amarin
Corporation plc
(Name
of
Issuer)
Ordinary
Shares, 5p par value
(Title
of
Class of Securities)
02311107
(CUSIP
Number)
David
J.
Doyle
Amarin
Investment Holding Limited
Clarendon
House, 2 Church Street
Hamilton,
HM11 Bermuda
1
441 295
1422
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April
20, 2006
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-7 for other parties
to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 02311107
|
|
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Amarin
Investment Holding Limited
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(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
(3)
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SEC
USE ONLY
|
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(4)
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SOURCE
OF FUNDS
AF
|
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(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) [ ]
|
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(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
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Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
10,403,959
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Beneficially
Owned
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(8)
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SHARED
VOTING POWER
0
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
10,403,959
|
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Person
With
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(10)
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SHARED
DISPOSITIVE POWER
0
|
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(11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,403,959
shares
|
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(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
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(13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
(based on 81,333,094 Ordinary Shares represented in writing by an
officer
of the Issuer outstanding on April 19, 2006 and 9,101,979 Ordinary
Shares
in the form of American Depositary Shares, 500,000 Ordinary Shares
issuable upon exercise of the 2004 Warrants (as defined below), 207,921
Ordinary Shares issuable upon exercise of the 2005 Warrants (as defined
below) and 594,059 Ordinary Shares, in each case held by the Reporting
Parties (as defined below)).
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(14)
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TYPE
OF REPORTING PERSON
CO
|
| Item
1. |
Security
and Issuer.
|
Item
1 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
Security
and Issuer: This Amendment No. 3 by Amarin Investment Holding Limited (“AIHL”)
(and together with Thomas G. Lynch, the “Reporting Parties”) amends the Schedule
13D originally filed with the Securities and Exchange Commission (“SEC”) on
November 10, 2004 as amended by Amendment No. 1 filed with the SEC on June
8,
2005 and amended by Amendment No. 2 filed with the SEC on January 17, 2006
(collectively, the “Schedule 13D”) relating to the ordinary share (the “Ordinary
Shares”), 5p par value, of Amarin Corporation plc (the “Issuer”). The principal
offices of the Issuer are located at 7 Curzon Street, London, United Kingdom
W1J
5HG.
The
Ordinary Shares are traded on the Nasdaq Capital Market (“Nasdaq”) in the form
of American Depositary Shares (“ADSs”) evidenced by American Depositary
Receipts. Each ADS represents one Ordinary Share.
| Item
3. |
Source
and Amount of Funds or Other Consideration.
|
Item
3 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
On
October 6, 2004, in a privately negotiated transaction pursuant to an agreement
dated September 30, 2004, AIHL purchased 4,653,819 ADSs from Elan Corp plc
and
its affiliates, together with warrants to purchase 500,000 Ordinary Shares
at
$1.90 per Ordinary Share with an exercise period from May 31, 2005 through
February 25, 2009 (the “2004 Warrants”) and $5 million in aggregate principal
amount of secured loan notes (the “Loan Notes”) issued by the Issuer, for an
aggregate consideration of $6,500,000. The source of these funds was working
capital of AIHL, which working capital was obtained through equity investment
by
its sole shareholder, Thomas G. Lynch, from his personal funds.
On
October 7, 2004, AIHL converted $3 million in principal amount of Loan Notes
into 2,717,391 Ordinary Shares which were subsequently exchanged for
ADSs.
On
May
24, 2005, in a registered direct offering pursuant to a subscription agreement
dated May 14th, 2005 (the “May Agreement”), AIHL purchased 1,730,769 ADSs from
the Issuer. The source of these funds was $250,000 from a combination of
existing working capital of AIHL and a capital contribution by its sole
shareholder, Thomas G. Lynch, and $2 million in proceeds received by AIHL from
redemption by the Issuer of $2 million in principal amount of Loan
Notes.
On
December 21 2005, in a private placement pursuant to a securities purchase
agreement dated December 16, 2005 (the “December Agreement”), AIHL purchased
594,059 Ordinary Shares and 207,921 warrants, each warrant exercisable for
one
Ordinary Share with an exercise period commencing on June 19, 2006 (the “2005
Warrants”), for an aggregate purchase price of $599,999.59. The source of these
funds was a capital contribution by its sole shareholder, Thomas G.
Lynch.
On
April
5, 2006, Thomas G. Lynch, purchased 302,170 Ordinary Shares pursuant to the
contractual investment right granted under the May Agreement.
As
of
April 20, 2006, AIHL is the beneficial owner of the Ordinary Shares that may
be
acquired by exercise of the 2005 warrants.
| Item
4. |
Purpose
of the Transaction.
|
Item
4 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
The
purpose of the transactions was to acquire an equity investment interest in
the
Issuer.
None
of
the Reporting Parties, nor any other person named in Item 2(c) of the Schedule
13D has any present plans or proposals which relate to or would result in any
transaction, change or event specified in clauses (a) through (j) of Item 4
of Schedule 13D.
| Item
5. |
Interest
in Securities of Issuer.
|
Item
5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
Amarin
Investment Holding Limited:
(a) Amount
Beneficially Owned: 10,403,959 Ordinary Shares representing 12.7% of the
Ordinary Shares (based on 81,333,094 Ordinary Shares represented in writing
by
an officer of the Issuer outstanding on April 19, 2006 and 9,101,979 Ordinary
Shares in the form of ADSs, 500,000 Ordinary Shares issuable upon exercise
of
the 2004 Warrants, 207,921 Ordinary Shares issuable upon exercise of the 2005
Warrants and 594,059 Ordinary Shares, in each case held by the Reporting
Parties).
(b) Number
of
shares as to which such person has:
(i) sole
power to vote or to direct the vote: 10,403,959
(ii) shared
power to vote or to direct the vote: 0
(iii) sole
power to dispose or to direct the disposition: 10,403,959
(iv) shared
power to dispose or to direct the disposition: 0
(c) There
have been no reportable transactions with respect to the Ordinary Shares of
the
Issuer within the last 60 days by any of the Reporting Parties except for the
acquisition of beneficial ownership being reported on this Schedule
13D.
(d) AIHL
has
the right to receive all dividends on the Ordinary Shares but for the 302,170
Ordinary Shares acquired by Thomas G. Lynch on April 5, 2006.
(e) Not
applicable.
Thomas
G.
Lynch:
(a) Amount
Beneficially Owned: 10,706,129 Ordinary Shares representing 13.0% (based on
81,333,094 Ordinary Shares represented in writing by an officer of the Issuer
to
be outstanding on December 21, 2005 and 9,404,149 Ordinary Shares in the form
of
American Depositary Shares, 500,000 Ordinary Shares issuable upon exercise
of
the 2004 Warrants (as defined below), 207,921 Ordinary Shares issuable upon
exercise of the 2005 Warrants (as defined below) and 594,059 Ordinary Shares,
in
each case held by the Reporting Parties).
(b) Number
of
shares as to which such person has:
(i) sole
power to vote or to direct the vote: 10,706,129
(ii) shared
power to vote or to direct the vote: 0
(iii) sole
power to dispose or to direct the disposition: 10,706,129
(iv) shared
power to dispose or to direct the disposition: 0
(c) There
have been no reportable transactions with respect to the Ordinary Shares of
the
Issuer within the last 60 days by any of the Reporting Parties except for the
acquisition of beneficial ownership being reported on this Schedule
13D.
(d) AIHL
has
the right to receive all dividends on the Ordinary Shares but for the 302,170
Ordinary Shares acquired by Thomas G. Lynch on April 5, 2006.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Amarin Investment
Holding Limited is true, complete and correct.
Date:
April 27, 2006
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AMARIN
INVESTMENT HOLDING LIMITED
|
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By: /s/David
Doyle
|
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Name: David
Doyle
|
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Title: Director
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing persons, evidence of the representative’s
authority to sign on behalf of such persons shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)