-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I43RAh3oRe1q97goCi7yHFsOmdeZEdrEgYvgAXjYVXiXh0pjyw9mIHhzwSRQuncL leMXZO9kq4LwXQtWDFmljg== 0000950137-03-006114.txt : 20031124 0000950137-03-006114.hdr.sgml : 20031124 20031124144236 ACCESSION NUMBER: 0000950137-03-006114 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031124 EFFECTIVENESS DATE: 20031124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110704 FILM NUMBER: 031020431 BUSINESS ADDRESS: STREET 1: GEMINI HOUSE BARTHOLOMEWS WALK STREET 2: CAMBRIDGESHIRE BUSINESS PARK CITY: ELY CAMBRIDGESHIRE C STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: AMARIN PHARMACEUTICALS PLC DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: ETHICAL HOLDINGS PLC DATE OF NAME CHANGE: 19930322 S-8 1 c81263sv8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 24, 2003 Registration No. 333 - ------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------------- 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) ------------------------------------------ AMARIN CORPORATION PLC. 2002 STOCK OPTION PLAN (Full title of the plans) ------------------------------------------- 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: ---------------------------------------------- SEYFARTH SHAW 55 E. MONROE STREET, SUITE 4200 CHICAGO, ILLINOIS 60603 ATTENTION: ROBERT P. FLANAGAN, ESQ. (312) 269-8517 ---------------------------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================ 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 - ---------------------------------------------------------------------------------------------------------------- Ordinary Shares, par value 2,000,000 (2) $2.34 (3) $4,680,000 (3) $378.61 (3) 1L each (1) ================================================================================================================
(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 ------------------------------ 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 --------- ----- ---- /s/ Thomas G. Lynch Chairman and Director November 21, 2003 - ----------------------------------------------- (Thomas G. Lynch) /s/ Richard A.B. Stewart Chief Executive Officer and Director November 18, 2003 - ----------------------------------------------- (principal executive officer) (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 - ----------------------------------------------- (principal accounting officer) (Ian Garland) /s/ John Groom Director November 20, 2003 - ----------------------------------------------- (John Groom) /s/ William Mason Director November 20, 2003 - ----------------------------------------------- (William Mason) /s/ Hubert Huckel Director November 21, 2003 - ----------------------------------------------- (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 ------------------------------- Donald R. Joseph Executive Vice President, Legal and Commercial Development of Amarin Pharmaceuticals, Inc. EX-4.1 3 c81263exv4w1.txt AMENDMENT NO. 1 TO 2002 STOCK OPTION PLAN EXHIBIT 4.1 FIRST AMENDMENT TO THE AMARIN CORPORATION PLC 2002 STOCK OPTION PLAN WHEREAS, Amarin Corporation plc, an English company (the "Company") has established and maintains the Amarin Corporation plc 2002 Stock Option Plan, effective as of January 1, 2002 (the "Plan"), which authorizes the grant of stock options to certain employees and non-employees of the Company; and WHEREAS, the Company has reserved 2,000,000 outstanding ordinary shares ("Shares") for issuance under the Plan; and WHEREAS, Section 7 of the Plan reserves to the Board of Directors of the Company the right to amend the Plan at any time; and WHEREAS, the Company's stockholders have approved by majority vote on July 25, 2003 to further increase the number of Shares available for grant under the Plan by an additional 2,000,000 Shares for an aggregate of 4,000,000 Shares; and WHEREAS, the Plan has stated as one of its purposes the ability to award "incentive stock options" that meet the requirements of Section 422 of the Internal Revenue Code of 1986 (the "Code"), and Section 422 of the Code requires such an increase in Shares available for issuance to be approved by the Company's stockholders. NOW, THEREFORE, BE IT RESOLVED, that the first sentence of Section 4.1(a) of the Plan is hereby amended, effective as of July 25, 2003, to read as follows: "Subject to adjustment as provided in Section 4(c) of the Plan, the Plan may issue up to 4 million Shares under all Awards (the "Plan Limit")." * * * IN WITNESS HEREOF, the Company has caused this instrument to be executed by its duly authorized officer this 21st day of November, 2003. AMARIN CORPORATION PLC By: Jonathan Lamb --------------------------------------- Name: /s/ Jonathan Lamb ------------------------------------- Its: General Counsel and Company Secretary -------------------------------------- EX-23 4 c81263exv23.txt CONSENT OF PRICEWATERHOUSECOOPERS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 24, 2003, except for information presented in note 40, for which the date is July 31, 2003, which appears in Amarin Corporation plc's Report on Form 20-F (as amended) for the year ended December 31, 2002. /s/ PRICEWATERHOUSECOOPERS LLP - --------------------------------- PRICEWATERHOUSECOOPERS LLP Cambridge, England November 21, 2003 -----END PRIVACY-ENHANCED MESSAGE-----