Icon plc
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a - 16 under
the
Securities Exchange Act of 1934
For
the
month of December, 2005
ICON
plc
(Registrant’s
name)
0-29714
(Commission
file number)
South
County Business Park, Leopardstown, Dublin 18, Ireland.
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Indicate
by check mark whether the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark whether
the registrant is submitting the Form 6-K in paper as permitted by Regulation
S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):82 N/A
On
6
December 2005, Dr. Ronan Lambe and Dr. John Climax gifted 64,000 and 80,000
American Depositary Receipts, respectively, to Mr. Peter Gray, ICON plc’s (the
“Company”)
chief
executive officer. The Company has accounted for these transfers of equity
instruments from shareholders to Mr. Gray as share based payment transactions,
and has recorded a compensation expense of $6,023,520 in its December
income statement, measured by reference to the fair value of the ordinary shares
on the grant date. As this transaction is a transfer of already issued stock
between officers and directors of the Company, the expense so recorded has
no
cash flow impact on the Company and creates no dilution. The fair value of
the ordinary shares on the date of gift was determined by reference to market
price.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report
to be
signed on its behalf by the undersigned, thereunto duly authorized.
ICON
plc
| December 9, 2005 |
/s/ Peter Gray |
| Date |
Peter Gray |
| |
Chief
Executive Officer, |
| |
Director |