As filed with the Securities and Exchange Commission on November 28, 2007
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
AMARIN CORPORATION PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
ENGLAND
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of Depositary's principal executive offices)
Christopher T. Cox
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
(212) 701-3450
(Name, address, including zip code, and telephone number, including area code
of agent for service)
--------------------------
Copies to:
Christopher T. Cox Patricia Brigantic, Esq.
Cahill Gordon & Reindell LLP Citibank, N.A.
80 Pine Street 388 Greenwich Street, 17th Floor
New York, NY 10005 New York, New York 10013
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It is proposed that this filing become effective under Rule 466:
|X| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box |_|.
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Amount of
Title of Each Class of Amount to be Aggregate Offering Maximum Aggregate Registration
Securities to be Registered Registered Price per unit* Offering Price** Fee
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American Depositary Shares, each representing one (1)
Ordinary Share, par value five (5) pence each, of
Amarin Corporation plc. 200,000,000 $0.05 $10,000,000 $307.00
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* Each unit represents one (1) American Depositary Share.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of such receipts evidencing such American Depositary Shares.
This Registration Statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of depositary and address of its Face of Receipt - Introductory Paragraph and
principal executive office last sentence of face
2. Title of American Depositary Receipts and Face of Receipt - top center and Introductory
identity of deposited securities Paragraph
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - upper right corner,
represented by one American Depositary introductory paragraph
Share
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraph 14
deposited securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph 12
(iv) The transmission of notices, reports and Reverse of Receipt - Paragraphs 13, 14 and 16
proxy soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraph 12
(vi) The deposit or sale of securities resulting Reverse of Receipt - Paragraphs 12 and 15
from dividends, splits or plans of
reorganization
(vii) Amendment, extension or Reverse of Receipt - Paragraphs 20 and 21
termination or the deposit (no provision for extension)
agreement
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(viii) Rights of holders of Receipts to inspect Reverse of Receipt - Paragraph 16
the transfer books of the depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt - Introductory Paragraph and
withdraw the underlying securities Paragraphs 2, 3 and 4
(x) Limitation upon the liability of the Reverse of Receipt - Paragraph 18
depositary
3. Fees and charges which may be imposed Face of Receipt - Paragraphs 4 and 6
directly or indirectly against holders of
Receipts
Item 2. AVAILABLE INFORMATION
Amarin Corporation plc is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the Securities and Exchange Commission (the "Commission"). These
reports and other information can be retrieved from the Commission's website at
www.sec.gov and copied at public reference facilities maintained by the
Commission located at 100 F Street, N.E., Washington, D.C. 20549.
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PROSPECTUS
THE PROSPECTUS CONSISTS OF THE PROPOSED FORM OF AMERICAN DEPOSITARY
RECEIPT, ATTACHED AS EXHIBIT A TO AMENDMENT NO. 2 TO THE DEPOSIT AGREEMENT
FILED AS EXHIBIT (a)(i) TO THIS REGISTRATION STATEMENT AND INCORPORATED
HEREIN BY REFERENCE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amended American Depositary Receipt to be issued
pursuant to Deposit Agreement as amended through the date hereof. - Filed
herewith as Exhibit (a)(i).
(a)(ii) Amendment No. 2 to Deposit Agreement, dated as of September
25, 2002, among AMARIN CORPORATION PLC (the "Company"), Citibank, N.A., as
depositary (the "Depositary") and all holders from time to time of American
Depositary Receipts issued thereunder (including the form of American Depositary
Receipt to be issued thereunder). - Filed herewith as Exhibit (a)(ii).
(a)(ii) Amendment No. 1 to Deposit Agreement, dated as of October 8,
1998, among the Company, the Depositary and all holders from time to time of
ADRs, evidencing ADSs, issued thereunder. - Previously filed.*
(a)(iii) Deposit Agreement, dated as of March 29, 1993 (the "Deposit
Agreement"), among the Company, the Depositary and all holders from time to time
of American Depositary Receipts issued thereunder (including the form of
American Depositary Receipt to be issued thereunder). - Previously filed.**
(b)(i) Letter Agreement, dated as of October 16, 2007, by and
between the Company and the Depositary. - Filed herewith as Exhibit (b)(i).
(b)(ii) Supplemental Letter Agreement, dated as of April 11, 2006,
by and between the Company and the Depositary. - Filed herewith as Exhibit
(b)(ii).
(b)(iii) Letter Agreement, dated as of March 29, 2006, by and
between the Company and the Depositary. - Filed herewith as Exhibit (b)(iii).
(c) Every material contract relating to the deposited securities
between the Depositary and the Company in effect within the last three years. -
None.
(d) Opinion of Patricia Brigantic, counsel to the Depositary, as to
the legality of the securities to be registered. - Filed herewith as Exhibit
(d).
(e) Rule 466 Certification. - Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. - Set forth on signatures pages
hereto.
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* Previously filed and incorporated by reference to Post-Effective Amendment no.
2 to Registration Statement on Form F-6, registration number 333-5946.
** Previously filed and incorporated by reference to Registration Statement on
Form F-6, registration number 333-5946.
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Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by
holders of the ADRs, any reports and communications received from
the issuer of the deposited securities which are both (1) received
by the Depositary as the holder of the deposited securities, and (2)
made generally available to the holders of the underlying securities
by the issuer.
(b) The Depositary hereby undertakes to prepare a separate document
stating the amount of any fee charged and describing the service for
which it is charged and to deliver promptly a copy of such fee
schedule without charge to anyone upon request. The Depositary
undertakes to notify each registered holder of an ADR thirty (30)
days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., on behalf of the legal entity created by the Deposit Agreement
dated as of March 29, 1993, as amended by Amendment No. 1 to Deposit Agreement,
dated as of October 8, 1998, and as further amended by Amendment No. 2 to
Deposit Agreement, dated as of September 25, 2002 (as so amended, the "Deposit
Agreement"), by and among Amarin Corporation plc, Citibank, N.A., as depositary,
and the Holders of American Depositary Receipts issued thereunder, certifies
that it has reasonable grounds to believe that all the requirements for filing
on Form F-6 are met and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 28th day of November, 2007.
Legal entity created by the Deposit
Agreement for the issuance of American
Depositary Receipts evidencing American
Depositary Shares representing one (1)
Ordinary Share, par value five (5) pence per
share, of Amarin Corporation plc.
CITIBANK, N.A., as Depositary
By: /s/ Brian Teitelbaum
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Name: Brian Teitelbaum
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Amarin Corporation plc certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, England, on the 28th day of November, 2007.
AMARIN CORPORATION PLC
By: /s/ Richard A B Stewart
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Name: Richard A B Stewart
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A B Stewart to act as his/her true and
lawful attorney-in-fact and agent, with full power of substitution, for him/her
and in his/her name, place and stead, in any and all capacities, to sign any or
all amendments, including post-effective amendments, and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorney(s)-in-fact and agent(s), or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
following capacities on November 28, 2007.
Name Title
---- -----
/s/Thomas G. Lynch Chairman and Director
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Name: Thomas G. Lynch
/s/Richard A.B. Stewart Chief Executive Officer and Director
----------------------------- (principal executive officer)
Name: Richard A.B. Stewart
/s/Alan Cooke Chief Financial Officer and Director
----------------------------- (principal financial and principal
Name: Alan Cooke accounting officer)
/s/John Groom Director
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Name: John Groom
/s/Anthony Russell-Roberts Director
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Name: Anthony Russell-Roberts
/s/Simon Kukes Director
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Name: Simon Kukes
/s/William Mason Director
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Name: William Mason
/s/Michael Walsh Director
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Name: Michael Walsh
/s/Prem Lachman Director
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Name: Prem Lachman
/s/John Climax Director
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Name: John Climax
/s/William Hall Director
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Name: William Hall
Authorized Representative in the United States
/s/Donald V. Puglisi
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Name: Donald V. Puglisi
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amended
American Depositary
Receipt
(a)(ii) Amendment No. 2 to
Deposit Agreement,
dated as of
September 25, 2002
(b)(i) Letter Agreement, dated
as of October 16, 2007
(b)(ii) Supplemental Letter
Agreement, dated as of
April 11, 2006
(b)(iii) Letter Agreement, dated
as of March 29, 2006
(d) Opinion of counsel
to the Depositary
(e) Certification under
Rule 466