As filed with the Securities and Exchange Commission on December 11, 2002
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMARIN CORPORATION PLC
(Exact name of registrant as specified in its charter)
ENGLAND NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 CURZON STREET
LONDON, W1J 5HG
ENGLAND
(Address of principal executive offices)
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AMARIN CORPORATION PLC. 2002 STOCK OPTION PLAN
(Full title of the plans)
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Donald Joseph
Executive Vice President Legal and Commercial Development
Amarin Pharmaceuticals, Inc.
2 Belvedere Place, Suite 330
Mill Valley, California 94941
(415) 389-4757
(Name, address, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
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SEYFARTH SHAW
55 E. MONROE STREET, SUITE 4200
CHICAGO, ILLINOIS 60603
ATTENTION: ROBERT P. FLANAGAN, ESQ.
(312) 269-8517
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of Amount to be offering price aggregate offering registration
securities to be registered registered (2) per share price fee
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Ordinary Shares, par value (2) 2,000,000 $5.27 (3) $10,540,000 (3) $970 (3)
1 (pound) each (1)
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(1) American Depositary Shares ("Amarin ADSs"), evidenced by American
Depositary Receipts, issuable upon deposit of Ordinary Shares, par value
1(pound) each (the "Ordinary Shares"), of Amarin Corporation plc ("Amarin")
are registered on a separate registration statement. Each Amarin ADS
represents one Amarin Ordinary Share.
(2) 16,104,153 Ordinary Shares, par value 10p, have previously been registered
with the Securities and Exchange Commission on March 1, 2002 pursuant to an
effective Registration Statement on Form S-8. The amount of the
registration fee, therefore relates to only those additional 2,000,000
Ordinary Shares, par value 1(pound), of stock being registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act on the
basis of the average of the high and low sales prices of an Amarin ADS, as
reported in the National Association of Securities Dealers Automatic
Quotation System on December 9, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, as amended, and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Amarin Corporation plc
("Amarin," or the "Registrant") with the Securities and Exchange Commission (the
"Commission") and are hereby incorporated by reference in this Registration
Statement:
Amarin's Annual Report on Form 20-F for the fiscal year ended December
31, 2001, filed with the Commission on May 9, 2002;
Amarin's Reports of Foreign Issuer on Form 6-K furnished to the
Commission on January 24, 2002, February 12, 2002, February 24, 2002,
(for the period ending March 31, 2002), April 4, 2002, May 9, 2002, May
14, 2002, May 16, 2002, May 23, 2002, July 9, 2002, July 24, 2002, July
25, 2002 (for the period ending June 30, 2002), August 1, 2002, August
19, 2002, September 23, 2002, September 30, 2002 (for the period ending
September 30, 2002), October 24, 2002 and October 28, 2002 (two forms);
and
In addition, all documents subsequently filed by Amarin with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant has authorized capital stock of (pound)55,000,000
divided into 50,000,000 ordinary shares of (pound)1 each ("Ordinary Shares") and
5,000,000 preference shares of (pound)1 each.
The Registrant's Ordinary Shares are represented by American Depositary
Shares ("ADS's") evidenced by American Depositary Receipts ("ADR's"), issuable
by Citibank, N.A., upon deposit of Ordinary Shares at Citibank N.A., ("the
Depositary") at its principal office at 111 Wall Street, New York, New York
10043. Each Amarin ADS represents one Amarin Ordinary Share. The Registrant's
ADS's are traded on the National Association of Securities Dealers Automatic
Quotation System ("NASDAQ") under the NASDAQ ticker "AMRN".
Upon receipt by the Depositary of any notice of meeting of the
Registrant the Depositary is obliged to mail to holders of ADR's ("ADR Holders")
a notice setting out (i) such information as is contained in the Registrant's
notice of meeting; (ii) a statement that, until the close of business on a
specified record date ("the Record Date"), the ADR Holders will be entitled to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the Ordinary Shares represented by the ADR's; and (iii) a brief
statement as to the manner in which such instructions may be given to the
Depositary to give a discretionary proxy to a person or persons designated by
the Registrant.
Upon receipt by the Depositary of the written request of an ADR Holder on or
before the Record Date the Depositary is obliged to endeavor, insofar as is
practicable and permitted under applicable law and the provisions of
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the Registrant's Articles of Association, to vote or cause to be voted the
Ordinary Shares represented by such ADR Holder's ADR's in accordance with such
ADR Holder's instructions at the Registrant's meeting of shareholders.
Whenever the Depositary receives foreign currency from or on behalf of
the Registrant, by way of dividend or other distributions, which in the judgment
of the Depositary can be converted on a reasonable basis into dollars
distributable to the ADR Holders then the Depositary is obliged to convert or
cause to be converted such foreign currency into dollars (net of its reasonable
and customary expenses incurred in such conversion) and to transfer to the ADR
Holders on a pro rata basis such net dollar sum.
In the event that the Registrant shall offer or cause to be offered to
the holders of Ordinary Shares any rights to subscribe for additional Ordinary
Shares or any rights of any nature, the Depositary may, after consultation with
the Registrant, and if requested in writing by the Registrant, either (i) make
such rights available to all ADR Holders or certain ADR Holders but not others
by means of warrants or otherwise, if lawful and feasible, or (ii) if making
such rights available is not lawful or is not feasible, or if the rights
represented by such warrants or other instruments are not exercised or appear to
be about to lapse, sell such rights or warrants or other instruments at public
or private sales, at such place or places and upon such terms as the Depositary
may deem proper, and allocate the proceeds of such sales, as in the case of a
cash distribution for the account of the ADR Holders.
Upon any change in the nominal or par value, split up, cancellation,
consolidation or any other change or re-classification of the Ordinary Shares,
or upon any recapitalization, reorganization, merger or consolidation or sale
of assets affecting the registrant or to which it is a party, any securities
received by the Depositary in exchange for or in conversion of or in respect of
Ordinary Shares shall be treated as new Ordinary Shares under the terms of the
Deposit Agreement (as defined in the Exhibit section below) and the ADR's shall
thereafter represent these new Ordinary Shares, unless additional or new ADR's
are issued and delivered by the Registrant as per a request by the Registrant.
The ADR's and the Deposit Agreement may at any time be amended by
agreement between the Registrant and the Depositary. Any amendment which shall
impose or increase any fees or charges (other than the fees of the Depositary
for the execution and the delivery or the cancellation of ADR's and taxes or
governmental charges), or which shall otherwise prejudice any substantial
existing right of ADR Holders, shall however not become effective as to
outstanding ADR's until the expiration of three months after notice of such
amendment has been given to the ADR Holders.
The Registrant shall make available for inspection by ADR Holders at
its principal office any reports or communications received by the Registrant
which are both (i) received by the Depositary as the holder of the deposited
Ordinary Shares; and (ii) made generally available to the holders of Ordinary
Shares by the Registrant.
An ADR Holder is entitled to surrender its ADR's and withdraw the
Ordinary Shares represented thereby, upon payment of (i) the fees of the
Depositary for the making of withdrawal and cancellation of ADRs; and (ii) all
fees, taxes and governmental charges payable in connection with such surrender
and withdrawal, and subject to the terms and conditions of the Deposit Agreement
and the Registrant's Articles of Association and the provisions of or governing
the ADR's and other applicable laws.
Under the terms of the Deposit Agreement the Depositary shall not incur
any liability to any ADR Holder or any other person if by reason of any
provision of any present or future law of the United States or England or any
other country, or of any other governmental authority, or by reason of any
provision, present or future, of the Articles of Association or by reason of any
act of God or war or other circumstances beyond its control, the Depositary or
the Registrant shall be prevented, forbidden or delayed from doing or performing
any act or thing which it is obliged to do under the Deposit Agreement.
Under the terms of the Deposit Agreement the Depositary (i) does not
assume any obligation nor shall it be subject to any liability under the Deposit
Agreement to ADR Holders or to other persons, except that it agrees to use its
best judgment and good faith in the performance of its obligation set forth in
the Deposit Agreement; and (ii) shall not be subject to any liability with
respect to the validity or worth of the Ordinary Shares.
The ADR Holders will be liable for all taxes and governmental charges
or assessments imposed under applicable laws (including without limitation stamp
duty) in respect of deposited Ordinary Shares or ADR's. The
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ADR Holders are also liable for the Depositary's charges and expenses as set out
in the Deposit Agreement which include, without limitation, a fee of $5 for each
100 ADS's (or portion thereof) represented by the ADR's issued or surrendered.
The above description of the ADR's represents an overview. A more
detailed analysis of the rights and obligations of ADR Holders is set out in the
Deposit Agreement (Exhibit No.4.2) or may be obtained from the Depositary or the
Registrant.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Except to the extent indicated below, there is no charter provision,
by-law, contract, arrangement or statute under which any director or officer of
the Registrant is insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such.
Subject to and so far as may be permitted by the UK Companies Act 1985
("UK Act"), every director other officer and auditor of the Registrant shall be
indemnified out of the assets of the Registrant against any cost, expense,
liability (including, but without limitation, any such liability as is mentioned
in section 310(3) of the UK Act) or other matter incurred by him in defending
any proceedings, whether civil or criminal, in relation to his acts while acting
in such office in which judgment is given in his favor or in which he is
acquitted or in connection with any application in which relief is granted to
him by the Court under any statute.
The Registrant maintains officers' and directors' liability insurance,
which provides coverage to its directors and officers for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as a part of this Registration Statement:
Exhibit No. Description
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4.1 Memorandum and Articles of Association of Amarin.
4.2 Deposit Agreement, dated as of March 29, 1993, (as
amended by Amendment 1 dated as of October 8, 1998 and
Amendment 2 dated as of September 25, 2002) among
Amarin, Citibank, NA, as depositary, and the holders
from time to time of American Depositary Receipts (each,
an "ADR") (incorporated by reference to Exhibits 1.4 and
1.5 of the Annual Report on Form 20-F for the fiscal
year ended December 31, 2001, filed with the Commission
on May 9, 2002 and on Form F-6 filed with the Commission
on September 25, 2002).
4.3 Specimen of ADR, evidencing American Depositary Shares,
representing deposited Ordinary Shares (incorporated by
reference to Exhibit 1.7 of the Annual Report on Form
20-F for the fiscal year ended December 31, 2001, filed
with the Commission on May 9, 2002).
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4.4 The Amarin Corporation, plc 2002 Stock Option Plan,
Effective January 1, 2002.
23 Consent of PRICEWATERHOUSECOOPERS.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; or
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however, that if the information required to be included in a
post-effective amendment by paragraphs (1)(i) and (ii) above is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement, paragraphs (1)(i) and (ii) shall not
apply.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
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otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling Person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all 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 London, England, on
December 3, 2002.
AMARIN CORPORATION PLC
By: /s/ Richard A.B. Stewart
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Name: Richard A.B. Stewart
Title: Chief Executive Officer
and Director (principal executive
officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas G. Lynch Chairman and Director December 3, 2002
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(Thomas G. Lynch)
/s/ Richard A.B. Stewart Chief Executive Officer and Director December 3, 2002
----------------------------------------------- (principal executive officer)
(Richard A.B. Stewart)
/s/ Michael D. Coffee President, Chief Operating Officer December 3, 2002
----------------------------------------------- and Director
(Michael D. Coffee)
/s/ Nigel Bell Chief Financial Officer December 3, 2002
----------------------------------------------- (principal accounting officer)
(Nigel Bell)
/s/ John Groom Director December 3, 2002
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(John Groom)
/s/ Anthony Russell-Roberts Director December 3, 2002
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(Anthony Russell-Roberts)
/s/ James C. Gale Director December 3, 2002
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(James C. Gale)
/s/ William Mason Director December 3, 2002
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(William Mason)
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Hubert Huckel Director December 3, 2002
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(Hubert Huckel)
Authorized Representative. Pursuant to the requirements of the
Securities Act of 1933, the undersigned, the duly authorized representative in
the United States of Amarin Corporation, plc., has signed this Form S-8 in Mill
Valley, California on December 3, 2002.
By: /s/ Donald R. Joseph
---------------------------------------
Donald R. Joseph
Executive Vice President,
Legal and Commercial Development
of Amarin Pharmaceuticals, Inc.
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EXHIBIT INDEX
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Exhibit No. Description Sequential Page No.
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4.1 Memorandum and Articles of Association of Amarin E-1
4.2 Deposit Agreement, dated as of March 29, 1993,
(as amended by Amendment 1 dated as of October 8, 1998
and Amendment 2 dated as of September 25, 2002) among
Amarin, Citibank, NA, as depositary, and the holders from
time to time of American Depositary Receipts (each, an
"ADR") (incorporated by reference to Exhibits 1.4 and 1.5
of the Annual Report on Form 20-F for the fiscal year
ended December 31, 2001, filed with the Commission on May
9, 2002 and on Form F-6 filed with the Commission on
September 25, 2002).
4.3 Specimen of ADR, evidencing American Depositary
Shares, representing deposited Ordinary Shares
(incorporated by reference to Exhibit 1.7 of the
Annual Report on Form 20-F for the fiscal year
ended December 31, 2001, filed with Commission
on May 9, 2002).
4.4 The Amarin Corporation plc 2002 Stock Option Plan E-64
23 Consent of PRICEWATERHOUSECOOPERS. E-75