Simon Kukes/Amarin Scheduel 13D/A Amendment No. 1 - 01/10/06
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________
SCHEDULE
13D/A1 (Amendment No. 1)
Under
the
Securities Exchange Act of 1934
(Name
of
Issuer)
Ordinary
Shares, 5p par value
(Title
of
Class of Securities)
(CUSIP
Number)
Simon
Kukes
ZAO
Samara-Nafta
4,
Smolensky Bulvar
Moscow,
Russia 119034
007
095
974 8431
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-7 for other parties
to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. 02311107
|
|
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Simon
G. Kukes
|
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
(3)
|
SEC
USE ONLY
|
|
(4)
|
SOURCE
OF FUNDS
PF
|
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) [ ]
|
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
6,997,685
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
0
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
6,997,685
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
0
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,997,685
shares
|
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.02%
(based on 77,548,908 Ordinary Shares represented in writing by an
officer
of the Issuer to be outstanding on December 21, 2005 and 5,512,536
Ordinary Shares in the form of American Depositary Shares, 1,485,149
Ordinary Shares, in each case held by the Reporting
Person).
|
|
(14)
|
TYPE
OF REPORTING PERSON
IN
|
| Item
1. |
Security
and Issuer.
|
Item
1 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
Security
and Issuer: This Amendment No. 1 by Simon G Kukes (the “Reporting Person”)
amends the Schedule 13D originally filed with the Securities and Exchange
Commission (“SEC”) on July 1, 2005 (the “Schedule 13D”) relating to the ordinary
share (the “Ordinary Shares”), 5p par value, of Amarin Corporation plc (the
“Issuer”). The principal offices of the Issuer are located at 7 Curzon Street,
London, United Kingdom W1J 5HG.
The
Ordinary Shares are traded on the Nasdaq Capital Market (“Nasdaq”) in the form
of American Depositary Shares (“ADSs”) evidenced by American Depositary
Receipts. Each ADS represents one Ordinary Share.
| Item
2. |
Source
and Amount of Funds or Other Consideration.
|
Item
3 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
In
2002
Mr. Kukes purchased in market transactions 20,000 ADSs which were sold in market
transactions on December 27, 2005.
On
January 23, 2003 in a private placement conducted by the Issuer, Mr. Kukes
entered into a subscription agreement pursuant to which he purchased 574,960
Ordinary Shares of the Issuer which were subsequently exchanged for
ADSs.
On
August
30, 2004 Mr. Kukes purchased in market transactions 100,000 ADSs of the
Issuer.
On
August
31, 2004 Mr. Kukes purchased in market transactions 100,000 ADSs of the
Issuer.
On
October 7, 2004, in a privately negotiated transaction pursuant to an agreement
dated September 30, 2004, Mr Kukes purchased 2,111,932 Ordinary Shares from
the
Issuer which were subsequently exchanged for ADSs.
During
the period beginning November 11, 2004 and ending November 19, 2004, Mr. Kukes
purchased in market transactions 93,108 ADSs of the Issuer.
On
May
19, 2005, in a registered direct offering pursuant to a subscription agreement
dated May 14th, 2005 (the “May Agreement”), Mr Kukes purchased 1,500,000 ADSs
from the Issuer.
During
the week commencing May 30, 2005 Mr. Kukes purchased in market Transactions
600,000 ADSs of the Issuer.
On
June
6, 2005 Mr. Kukes purchased in market transactions 100,000 ADS of the
Issuer.
During
the week commencing June 26, 2005 Mr. Kukes purchased in market transactions
69,625 ADSs of the Issuer.
On
July
14, 2005 Mr. Kukes purchased in market transactions 175,000 ADSs of the
Issuer.
On
August
2, 2005 Mr. Kukes purchased in market transactions 24,100 ADSs of the
Issuer.
On
August
7, 2005 Mr. Kukes purchased in market transactions 63,811 ADSs of the
Issuer.
On
December 21, 2005, in a private placement pursuant to a securities purchase
agreement dated December 16, 2005 (the “December Agreement”), Mr Kukes purchased
1,485,149 Ordinary Shares and 519,802 warrants, each warrant exercisable for
one
Ordinary Share (the “2005 Warrants”), for an aggregate purchase price of
$1,500,000.49.
All
of
the purchases described above were made from the personal funds of Mr.
Kukes.
| Item
3. |
Purpose
of the Transaction.
|
Item
4 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
The
purpose of the transactions was to acquire an equity investment interest in
the
Issuer.
The
Reporting Person does not have any present plans or proposals which relate
to or
would result in any transaction, change or event specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
| Item
4. |
Interest
in Securities of Issuer.
|
Item
5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) Amount
Beneficially Owned: Ordinary Shares representing 9.02% of the Ordinary Shares
(based on 77,548,908 Ordinary Shares represented in writing by an officer of
the
Issuer to be outstanding on December 22, 2005, 1,485,149 Ordinary Shares and
5,512,536 Ordinary Shares in the form of ADSs, in each case held by the
Reporting Person).
(b) Number
of
shares as to which such person has:
(i) sole
power to vote or to direct the vote: 6,997,685
(ii) shared
power to vote or to direct the vote: 0
(iii) sole
power to dispose or to direct the disposition: 6,997,685
(iv) shared
power to dispose or to direct the disposition: 0
(c) There
have been no reportable transactions with respect to the Ordinary Shares of
the
Issuer within the last 60 days by any of the Reporting Parties except for the
acquisition of beneficial ownership being reported on this Schedule
13D.
(d) Mr
Kukes
has the right to receive all dividends on the Ordinary Shares.
(e) Not
applicable.
| Item
5. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Item
6 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
Under
the
terms of the May Agreement entered into between the Issuer and Mr Kukes, Mr.
Kukes will be entitled to purchase additional equity if the Issuer fails to
raise gross proceeds of at least $7.22 million by March 15, 2006 from the
licensing or partnering of its intellectual property or proprietary information,
the issuance of Ordinary Shares at a price per share of at least $2.50, and/or
the exercise of outstanding warrants. Should the Issuer fail to raise such
amount in the specified manner, Mr. Kukes will have the right (pro rata to
the
level of Mr Kukes’ investment in the offering i.e. approximately 12.6%),
exercisable at any time between March 15, 2006 and March 31, 2006, to make
an
equity investment in the Issuer in an aggregate amount of up to $7.22 million
less any amounts actually raised in the specified manner, at a price per
Ordinary Share equal to the lesser of $1.75 or 84% of the volume weighted
average of closing prices of the ADSs on Nasdaq over the thirty trading days
ending on March 15, 2006. In connection with the December 2005 transaction,
Mr.
Kukes agreed that, nothwithstanding anything to the contrary set forth in the
May Agreement, to the extent that Mr. Kukes becomes entitled, and elects, to
purchase Ordinary Shares pursuant to the future investment right granted in
the
May Agreement, Mr. Kukes will purchase such shares for a purchase price of
not
less than $1.00 per Ordinary Share.
Under
the
terms of the December Agreement entered into between the Issuer and Mr Kukes,
the Issuer has agreed to file a registration statement covering the resale
of
the Ordinary Shares purchased by Mr Kukes on December 21, 2005 and the Ordinary
Shares to be issued upon exercise of the 2005 Warrants. In the event that the
registration statement has not been filed by February 3, 2006, has not been
declared effective by the SEC by April 5, 2006 or, subject to certain
exceptions, such registration statement is suspended or ceases to remain
continuously effective, for a specified period, the Issuer is required to pay
to
Mr. Kukes penalty payments up to a maximum amount of 10% of the amount paid
by
Mr Kukes on December 21,
2005.
In addition, the Issuer is required to indemnify Mr Kukes for material
misstatements or omissions in such registration statement.
| Item
6. |
Material
to Be Filed as Exhibits.
|
Item
7 of
the Schedule 13D is hereby amended by adding the following
exhibits:
1. Form
of Securities Purchase Agreement dated as of December 16,
2005.1
1
Incorporated by reference to the Issuer's Form 6-K filed on December 28,
2005.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
January 10, 2006
SIMON
G.
KUKES
By:
/s/ Simon G. Kukes
Name:
Simon G. Kukes
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing persons, evidence of the representative’s
authority to sign on behalf of such persons shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
EXHIBIT
INDEX
1.
Form
of
Securities Purchase Agreement dated as of December 16,
2005.2
2
Incorporated by reference to the Issuer's Form 6-K filed on December 28,
2005.
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