|
England
and Wales
|
Not
Applicable
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
|
Title
of
securities
to be registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price
per
share(3)
|
Proposed
maximum
aggregate
offering
price(3)
|
Amount
of
registration
fee
|
|
Ordinary
Shares, par value 5 pence each (1)
|
4,000,000(2)
|
$0.66
|
$2,640,000
|
122.80
|
|
(1)
|
American
Depositary Shares (“ADSs”), evidenced by American Depositary Receipts,
issuable upon deposit of Ordinary Shares, par value 5 pence each
(“Ordinary Shares”), of Amarin Corporation plc (“Amarin”) are registered
on a separate registration statement. Each ADS represents one
Ordinary Share.
|
|
(2)
|
The
number of Ordinary Shares stated above consists of the aggregate
number of
additional Ordinary Shares not previously registered which may be
issued
under the Amarin Corporation plc 2002 Stock Option Plan. In
addition, pursuant to Rule 416 under the Securities Act of 1933,
as
amended, this Registration Statement also covers an indeterminate
number
of additional Ordinary Shares that may become issuable pursuant to
the
anti-dilution provisions of the Amarin Corporation plc 2002 Stock
Option
Plan.
|
|
(3)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rules 457(c) and 457(h)(i) of the Securities Act of 1933, as
amended. The proposed maximum aggregate offering price is based
upon the average of the high and low sales prices of the ADSs, as
reported
on the Nasdaq Capital Market on May 23,
2007.
|
|
|
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 Nos. 333-132520, 333-101775 and 333-110704). The Registrant
also incorporates by reference the Annual Report on Form 20-F for
the
fiscal year ended December 31, 2006, filed with the Commission on
March 5,
2007; the amended Annual Report on Form 20-F for fiscal year ended
December 31, 2005 filed with the Commission on October 13, 2006;
and the
amended Annual Report on Form 20-F for fiscal year ended December
31, 2004
filed with the Commission on October 17, 2005. The following additional
exhibits are filed as part of this Registration
Statement.
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
*4.1
|
Amended
and Restated Amarin Corporation plc 2002 Stock Option
Plan.
|
|
4.2
|
Form
of Deposit Agreement, dated as of March 29, 1993, among the Registrant,
Citibank, N.A., as Depositary, and all holders from time to time
of
American Depositary Receipts issued thereunder (incorporated herein
by
reference to certain exhibits to the Registrant’s Registration Statement
on Form F-1, Registration Statement No. 33-58160, filed with the
Securities Exchange Commission on February 11, 1993).
|
|
4.3
|
Amendment
No. 1 to Deposit Agreement, dated as of October 8, 1998, among the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(i) to Post-Effective Amendment
No. 1 to
the Registrant’s Registration Statement on Form F-6, Registration
Statement No. 333-5946, filed with the Securities Exchange Commission
on
October 8, 1998).
|
|
4.4
|
Amendment
No. 2 to Deposit Agreement, dated as of September 25, 2002, among
the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(ii) to Post-Effective Amendment
No. 2
to the Registrant’s Registration Statement on Form F-6, Registration No.
333-5946, filed with the Securities and Exchange Commission on September
26, 2002).
|
|
4.5
|
Form
of Ordinary Share certificate (incorporated herein by reference to
Exhibit
2.4 to the Registrant’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Securities and Exchange Commission
on April 24, 2003).
|
|
4.6
|
Form
of American Depositary Receipts evidencing ADSs (included in Exhibit
4.4).
|
|
*5.1
|
Opinion
of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the
Registrant, as to the validity of the Ordinary Shares.
|
|
*23.1
|
Consent
of PricewaterhouseCoopers, Chartered Accountants and Registered
Auditors.
|
|
*23.2
|
Consent
of Ernst & Young LLP.
|
|
*23.3
|
Consent
of Kirkpatrick & Lockhart Nicholson Graham LLP (included in Exhibit
5.1).
|
|
*24.1
|
Power
of Attorney (included in the Registration Statement under
“Signatures”).
|
|
AMARIN
CORPORATION PLC
|
|
By:
/s/ Richard A.B. Stewart
|
|
Name: Richard A.B. Stewart
Title: Chief Executive Officer and
Director (principal executive
officer)
|
|
Signature
|
Title
|
Date
|
|
/s/
Thomas G. Lynch
(Thomas
G. Lynch)
|
Chairman
and Director
|
May
29, 2007
|
|
/s/
Richard A.B. Stewart
(Richard
A.B. Stewart)
|
Chief
Executive Officer and Director
(principal
executive officer)
|
May
29, 2007
|
|
/s/
Alan Cooke
(Alan
Cooke)
|
Chief
Financial Officer and Director
(principal
financial and principal
accounting
officer)
|
May
29, 2007
|
|
/s/
John Groom
(John
Groom)
|
Director
|
May
29, 2007
|
|
/s/
Anthony
Russell-Roberts
(Anthony
Russell-Roberts)
|
Director
|
May
29, 2007
|
|
/s/
Simon Kukes
(Simon
Kukes)
|
Director
|
May
29, 2007
|
|
/s/
William Mason
(William
Mason)
|
Director
|
May
29, 2007
|
|
/s/
Michael Walsh
(Michael
Walsh)
|
Director
|
May
29, 2007
|
|
_____________________
(Prem
Lachman)
|
Director
|
|
|
/s/
John Climax
(John
Climax)
|
Director
|
May
29, 2007
|
|
/s/
William Hall
(William
Hall)
|
Director
|
May
29, 2007
|
|
PUGLISI
& ASSOCIATES
|
|
By:
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
|
|
Title: Managing
Director
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
*4.1
|
Amended
and Restated Amarin Corporation plc 2002 Stock Option
Plan.
|
|
4.2
|
Form
of Deposit Agreement, dated as of March 29, 1993, among the Registrant,
Citibank, N.A., as Depositary, and all holders from time to time
of
American Depositary Receipts issued thereunder (incorporated herein
by
reference to certain exhibits to the Registrant’s Registration Statement
on Form F-1, Registration Statement No. 33-58160, filed with the
Securities Exchange Commission on February 11, 1993).
|
|
4.3
|
Amendment
No. 1 to Deposit Agreement, dated as of October 8, 1998, among the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(i) to Post-Effective Amendment
No. 1 to
the Registrant’s Registration Statement on Form F-6, Registration
Statement No. 333-5946, filed with the Securities Exchange Commission
on
October 8, 1998).
|
|
4.4
|
Amendment
No. 2 to Deposit Agreement, dated as of September 25, 2002, among
the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(ii) to Post-Effective Amendment
No. 2
to the Registrant’s Registration Statement on Form F-6, Registration No.
333-5946, filed with the Securities and Exchange Commission on September
26, 2002).
|
|
4.5
|
Form
of Ordinary Share certificate (incorporated herein by reference to
Exhibit
2.4 to the Registrant’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Securities and Exchange Commission
on April 24, 2003).
|
|
4.6
|
Form
of American Depositary Receipts evidencing ADSs (included in Exhibit
4.4).
|
|
*5.1
|
Opinion
of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the
Registrant, as to the validity of the Ordinary Shares.
|
|
*23.1
|
Consent
of PricewaterhouseCoopers, Chartered Accountants and Registered
Auditors.
|
|
*23.2
|
Consent
of Ernst & Young LLP.
|
|
*23.3
|
Consent
of Kirkpatrick & Lockhart Nicholson Graham LLP (included in Exhibit
5.1).
|
|
*24.1
|
Power
of Attorney (included in the Registration Statement under
“Signatures”).
|