As filed with the Securities and Exchange Commission
on March 29, 2005 Registration No.
-----------------------------------
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)
388 Greenwich Street
New York, New York 10013
(212) 816-6763
(Address, including zip code, and telephone number, including area
code, of Depositary's principal executive offices)
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th floor
New York, NY 10022
(212) 319-7600
(Name, address, including zip code, and telephone number, including
area code of agent for service)
--------------------------------
Copies to:
Scott A. Ziegler, Esq. Frettra M. Miller, Esq.
Ziegler, Ziegler, & Associates LLP Citibank, N.A.
570 Lexington Avenue, 44th floor 388 Greenwich Street, 19th Floor
New York, NY 10022 New York, New York 10013
(212) 319-7600
--------------------------------------------------
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 Proposed Amount of
Title of Each Amount Maximum Maximum Registration
Class of Securities to be Aggregate Aggregate Fee
to be Registered Registered Offering Offering
Price per Price**
unit*
--------------------------------------------------------------------------------
American Depositary 100,000,000 $0.05 $5,000,000 $588.50
Shares, each
representing one (1)
Ordinary Share, par
value five (5) pence
each, of Amarin
Corporation plc.
--------------------------------------------------------------------------------
* 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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of American
-----------------------
Depositary Receipt ("Receipt")
Filed Herewith as Prospectus
-------------------------------
1. Name of depositary and address Face of Receipt - Introductory
---------------
of its principal executive Paragraph and last sentence of face
office
2. Title of American Depositary Face of Receipt - top center and
---------------
Receipts and identity of Introductory Paragraph
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt -upper right corner,
------------------
securities represented by introductory paragraph
one American Depositary Share
(ii) The procedure for voting, if Reverse of Receipt - Paragraph 14
------------------
any, the deposited securities
(iii)The collection and Reverse of Receipt - Paragraph 12
------------------
distribution of dividends
(iv) The transmission of notices, Reverse of Receipt - Paragraphs 13,
------------------
reports and proxy soliciting 14 and 16
material
(v) The sale or exercise of Reverse of Receipt - Paragraph 12
------------------
rights
(vi) The deposit or sale of Reverse of Receipt - Paragraphs 12
------------------
securities resulting from and 15
dividends, splits or plans of
reorganization
(vii)Amendment, extension or Reverse of Receipt - Paragraphs 20
------------------
termination or the deposit and 21
agreement (no provision for extension)
I-1
(viii) Rights of holders of Reverse of Receipt - Paragraph 16
------------------
Receipts to inspect the
transfer books of the
depositary and the list of
holders of Receipts
(ix) Restrictions upon the right Face of Receipt - Introductory
---------------
to deposit or withdraw the Paragraph and Paragraphs 2, 3 and 4
underlying securities
(x) Limitation upon the liability Reverse of Receipt - Paragraph 18
------------------
of the depositary
3. Fees and charges which may be Face of Receipt - Paragraphs 4 and 8
---------------
imposed 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 inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
I-2
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.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) 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)(i).
(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) Any other agreement, to which the Depositary is a party
relating to the issuance of the American Depositary Shares registered hereby or
the custody of the deposited securities represented thereby. - None.
(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 Frettra M. Miller, 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) Power of Attorney - Included as part of the signature pages
hereto.
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.
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.
------------------------------
* 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.
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 29th day of March, 2005.
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/ Mary Gormley
----------------------------------
Name: Mary Gormley
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 29th day
of March, 2005.
Amarin Corporation plc
By: /s/ Richard A B Stewart
----------------------------------
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 March 29, 2005.
Name Title
---- -----
/s/ Alan Cooke Chief Financial Officer (principal
---------------------------------
Name: Alan Cooke financial and accounting officer) and
Director
/s/ Thomas Lynch Chairman and Director
---------------------------------
Name: Thomas Lynch
/s/ John Groom Director
---------------------------------
Name: John Groom
/s/ Anthony Russell - Roberts Director
---------------------------------
Name: Anthony Russell - Roberts
/s/ Dr. William Mason Director
---------------------------------
Name: Dr. William Mason
/s/ Simon Kukes Director
---------------------------------
Name: Simon Kukes
/s/ Michael Walsh Director
---------------------------------
Name: Michael Walsh
Authorized Representative in the United States
/s/ Scott A. Ziegler
---------------------------------
Name: Scott A. Ziegler
/s/ Richard A. B. Stewart Chief Executive Officer and Director
---------------------------------
Name: Richard A B Stewart
Index to Exhibits
-----------------
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a)(i) Amendment No. 2 to
Deposit Agreement
(d) Opinion of counsel
to the Depositary
(e) Certification under
Rule 466
(a)(i) Amendment No. 2 to Deposit Agreement
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AMARIN CORPORATION PLC
AND
CITIBANK, N.A.,
As Depositary
AND
HOLDERS FROM TIME TO TIME OF AMERICAN
DEPOSITARY RECEIPTS
-----------------------------
Amendment No. 2
to
Deposit Agreement
Dated as of September 25, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
AMENDMENT NO. 2 TO DEPOSIT AGREEMENT, is made as of September 25, 2002
(the "Amendment"), among Amarin Corporation plc, a corporation organized and
existing under the laws of England (the "Company"), CITIBANK, N.A., a national
banking association organized under the laws of the United States of America and
acting solely as depositary (the "Depositary"), and all Holders from time to
time of American Depositary Receipts issued under the Deposit Agreement.
W I T N E S S E T H T H A T
---------------------------
WHEREAS, the parties hereto entered into that certain Deposit
Agreement, dated as of March 29, 1993, as amended by Amendment No. 1 to Deposit
Agreement, dated as of October 8, 1998 (as so amended, the "Deposit Agreement"),
for the creation of American Depositary Receipts ("ADRs") evidencing American
Depositary Shares ("ADSs") representing the Shares (as defined in the Deposit
Agreement) so deposited and for the execution and delivery of such ADRs
evidencing such ADSs;
WHEREAS, the Company has changed the par value of its Shares (as set
forth in Section 1.05 of the Deposit Agreement) from 10p to (pound)1, and
desires to amend the Deposit Agreement to reflect such change;
WHEREAS, the Company has changed the ratio of Shares (as defined in the
Deposit Agreement) to ADSs from (i) ten (10) ordinary shares to (1) one ADS to
(ii) one (1) ordinary share to one (1) ADS, and desires to amend the Deposit
Agreement to reflect such change; and,
WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, the Company
and the Depositary deem it necessary and desirable to amend the Deposit
Agreement and the Form of ADR annexed thereto as Exhibit A for the purposes set
forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Deposit Agreement as follows:
ARTICLE I
DEFINITIONS
-----------
SECTION 1.01. Definitions. Unless otherwise defined in this Amendment,
-----------
all capitalized terms used, but not otherwise defined, herein shall have the
meaning given to such terms in the Deposit Agreement.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
-------------------------------
SECTION 2.01. Deposit Agreement. All references in the Deposit
-----------------
Agreement to the term "Deposit Agreement" shall, as of July 19, 2002 (the
"Effective Date"), refer to 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 this Amendment.
SECTION 2.02. Change of Par Value. Section 1.05 of the Deposit
-------------------
Agreement is amended by deleting it in its entirety and replacing it with the
following:
"SECTION 1.05. The term "Shares" shall mean Ordinary Shares of
(pound)1 each in the capital of the Company, validly issued
and outstanding, fully paid and shall include evidence of
rights to receive shares; provided, that in no event shall
Shares include evidence of rights to receive Shares with
respect to which the full purchase price has not been paid."
SECTION 2.03. Change of Ratio. All references made in the Deposit
---------------
Agreement to each American Depositary Share representing ten (10) Ordinary
Shares shall, as of the Effective Date (as defined in Section 5.01), refer to
each American Depositary Share representing one (1) Ordinary Share.
ARTICLE III
AMENDMENTS TO THE FORM OF ADR
-----------------------------
SECTION 3.01. Change of Par Value. All references to par value of
-------------------
ordinary shares of 10p made in the ADRs issued and outstanding as of the
Effective Date shall refer to par value of ordinary shares of (pound)1.
SECTION 3.02. Change of Ratio. All references to each ADS representing
---------------
ten (10) ordinary shares made in the ADRs issued and outstanding as of the
Effective Date shall refer to each American Depositary Share representing one
(1) Ordinary Share.
2
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties. The Company represents
------------------------------
and warrants to, and agrees with, the Depositary and the Holders, that:
(a) This Amendment, when executed and delivered by the Company, will be
duly and validly authorized, executed and delivered by the Company, and
constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective
terms, subject to bankruptcy, insolvency, fraudulent transfer,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and
(b) In order to ensure the legality, validity, enforceability or
admissibility into evidence of this Amendment or the Deposit Agreement
as amended hereby, and any other document furnished hereunder or
thereunder in England, neither of such agreements need to be filed or
recorded with any court or other authority in England, nor does any
stamp or similar tax need to be paid in England on or in respect of
such agreements; and
(c) All of the written information provided to the Depositary by the
Company in connection with this Amendment is true, accurate and
correct.
ARTICLE V
MISCELLANEOUS
-------------
SECTION 5.01. Effective Date. This Amendment is dated as of the date
--------------
set forth above and shall be effective as of such date (the "Effective Date").
SECTION 5.02. New ADRs. From and after the Effective Date, the
--------
Depositary shall arrange to have new ADRs printed or amended that reflect the
changes to the form of ADR effected by this Amendment. All ADRs issued hereunder
after the Effective Date, once such new ADRs are available, whether upon the
deposit of Shares or other Deposited Securities or upon the transfer,
combination or split-up of existing ADRs, shall be substantially in the form of
the specimen ADR attached as Exhibit A hereto. However, ADRs issued prior or
---------
subsequent to the date hereof, which do not reflect the changes to the form of
ADR effected hereby, do not need to be called in for exchange and may remain
outstanding until such time as the Holders thereof choose to surrender them for
any reason under the Deposit Agreement. The Depositary is authorized and
directed to take any and all actions deemed necessary to effect the foregoing.
SECTION 5.03. Notice of Amendment to Holders. The Depositary is hereby
------------------------------
directed to send notices informing the Holders of: (i) the terms of this
3
Amendment, (ii) the Effective Date of this Amendment; and, (iii) that the
Holders shall be given the opportunity, but that it is unnecessary, to surrender
outstanding ADRs.
SECTION 5.04. Indemnification. The Company agrees to indemnify and hold
---------------
harmless the Depositary (and any and all of its directors, employees and
officers) ("the Indemnified Persons") for any and all liability it or they may
incur as a result of the terms of this Amendment and the transactions
contemplated herein to the extent that such liability does not arise from the
negligence or willful default of any of the Indemnified Persons.
SECTION 5.05. Ratification. Except as expressly amended hereby, the
------------
terms, covenants and conditions of the Deposit Agreement as originally executed
shall remain in full force and effect.
4
IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.
Amarin Corporation plc
By: /s/ Jonathan Lamb
-----------------------------------------
Name: Jonathan Lamb
---------------------------------------
Title: General Counsel & Company Secretary
--------------------------------------
CITIBANK, N.A., as Depositary
By: /s/ Brian Teitelbaum
-----------------------------------------
Name: Brian Teitelbaum
---------------------------------------
Title: Vice President
--------------------------------------
5
(d) Opinion of counsel to the Depositary
March 29, 2005
Citibank, N.A.
ADR Department
388 Greenwich Street
New York, N.Y. 10013
Re: American Depositary Receipts evidencing American Depositary
Shares representing one (1) Ordinary Share, par value 5 pence each,
of Amarin Corporation plc.
Ladies and Gentlemen:
I refer to the Registration Statement to be filed on Form F-6 (the "Registration
Statement") by the legal entity created by the Deposit Agreement (as defined
herein) for which you are acting as the depositary, for the purpose of
registering under the Securities Act of 1933, as amended, 100,000,000 American
Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs") to
be issued under 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, by and among Citibank, N.A., as depositary, Amarin Corporation plc., a
company organized and existing under the laws of the United Kingdom (the
"Company"), and all Holders from time to time of ADRs issued thereunder, a copy
of which is being filed as Exhibits (a) (i), (ii) and (iii) to the Registration
Statement (collectively, the "Deposit Agreement"). Each ADS will (subject to
amendments in accordance with the terms of the Deposit Agreement) represent one
(1) ordinary share, par value (5) five pence each, or evidence of the right to
receive such shares, of the Company. Capitalized terms used herein without
definition shall have the meaning assigned thereto in the Deposit Agreement.
Assuming that the Deposit Agreement has been duly executed and delivered by the
Company, I am of the opinion that the ADSs covered by the Registration
Statement, when issued in accordance with the terms of the Deposit Agreement,
will be legally issued and will entitle the Holders thereof to the rights
specified in the Deposit Agreement and the ADRs.
I hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement.
I am a member of the Bar of the State of New York. This opinion is limited to
the laws of the State of New York and the Federal laws of the United States.
Very truly yours,
/s/ Frettra M. Miller
(e) Certification under Rule 466
CERTIFICATION UNDER RULE 466
----------------------------
The Depositary, Citibank, N.A., represents and certifies the following:
(1) That it previously had filed a registration statement on Form
F-6 (Registration No. 333-5946), which the Commission declared
effective with terms of deposit identical to the terms of this
registration statement except for the number of foreign
securities a Depositary Share represents.
(2) That its ability to designate the date and time of effectiveness
under Rule 466 has not been suspended.
Citibank, N.A., as Depositary
By: /s/ Frettra M. Miller
-----------------------------------
Name: Frettra M. Miller, Esq.
Title: Vice President