As filed with the Securities and Exchange Commission on November 24, 2003
Registration No. 333 -
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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
Title of Amount to be offering price aggregate offering Amount of
securities to be registered registered (2) per share price registration fee
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Ordinary Shares, par value 2,000,000 (2) $2.34 (3) $4,680,000 (3) $378.61 (3)
1L 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 1L
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) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers 2,000,000
Ordinary Shares previously registered with the Securities and Exchange
Commission (the "Commission") on December 11, 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 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 November 20, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of the instructions to Form S-8,
Amarin Corporation plc (the "Registrant") and the Amarin Corporation plc 2002
Stock Option Plan (the "Plan") hereby incorporate by reference the contents of
the previous Registration Statement filed by the Registrant and the Plan on Form
S-8 (Registration No. 333-101775). The current registration of 2,000,000
Ordinary Shares of the Registrant will increase the total number of shares
registered for issuance under the Plan to 4,000,000.
ITEM 8. EXHIBITS.
Pursuant to General Instruction E of the instruction to Form S-8, the
Registrant and the Plan hereby incorporate by reference the exhibits of the
previous Registration Statement filed by the Registrant and the Plan on Form S-8
(Registration No. 333-101775). The Registrant also incorporates by reference the
amended Annual Report on Form 20-F for the fiscal year ended December 31, 2001,
filed with the Commission on March 10, 2003; the Annual Report on Form 20-F for
the fiscal year ended December 31, 2002, filed with the Commission of April 24,
2003; and the amended Annual Report on Form 20-F for the fiscal year ended
December 31, 2002, filed with the Commission on July 31, 2003. The following
additional exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
4.1 Amendment No. 1 to the Amarin Corporation plc 2002 Stock
Option Plan
23 Consent of PRICEWATERHOUSECOOPERS.
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
November 21, 2003.
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
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/s/ Thomas G. Lynch Chairman and Director November 21, 2003
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(Thomas G. Lynch)
/s/ Richard A.B. Stewart Chief Executive Officer and Director November 18, 2003
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(Richard A.B. Stewart)
/s/ Michael D. Coffee President, Chief Operating Officer November 18, 2003
----------------------------------------------- and Director
(Michael D. Coffee)
/s/ Ian Garland Chief Financial Officer November 18, 2003
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(Ian Garland)
/s/ John Groom Director November 20, 2003
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(John Groom)
/s/ William Mason Director November 20, 2003
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(William Mason)
/s/ Hubert Huckel Director November 21, 2003
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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 November 19, 2003.
By: /s/ Donald R. Joseph
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Donald R. Joseph
Executive Vice President,
Legal and Commercial
Development of Amarin
Pharmaceuticals, Inc.