Registration No. 333-            

As filed with the Securities and Exchange Commission on September 16, 2011

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN 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

(877) 248 - 4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

John Thero

President

Amarin Corporation plc

c/o Amarin Pharma, Inc.

Mystic Packer Building

12 Roosevelt Avenue

Mystic, CT 06355

(860) 572-4979

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael H. Bison, Esq. Goodwin Procter LLP Exchange Place 53 State Street Boston, Massachusetts 02109		Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036

 

 

 

It is proposed that this filing become effective under Rule 466:		¨       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

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Aggregate Price Per Unit*		Proposed Maximum Aggregate Offering Price**		Amount of Registration Fee
American Depositary Shares, each representing the right to receive one (1) Ordinary Share of Amarin Corporation PLC		100,000,000 American Depositary Shares		$5.00		$5,000,000		$580.50

*	Each unit represents 100 American Depositary Shares.

**	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 American Depositary Shares.

 

 

 

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Explanatory Note

This Registration Statement on Form F-6 is being filed in connection with a proposed amendment and restatement of the deposit agreement by and among the Amarin Corporation plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder.

 

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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

Cross Reference Sheet

 

Item 1.

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption		Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.      Name of Depositary and address of its principal executive office		Face of Receipt - Introductory paragraph and last sentence of face.
2.      Title of Receipts and identity of deposited securities		Face of Receipt - Top Center and Introductory paragraph.
Terms of Deposit:
(i)       The amount of deposited securities represented by one American Depositary Share (“ADSs”)		Face of Receipt - Upper right corner and Introductory paragraph.
(ii)      The procedure for voting, if any, the deposited securities		Reverse of Receipt - Paragraphs (16) and (17).
(iii)    The collection and distribution of dividends		Reverse of Receipt - Paragraph (14).
(iv)     The transmission of notices, reports and proxy soliciting material		Face of Receipt - Paragraph (13)   Reverse of Receipt - Paragraph (16)
(v)      The sale or exercise of rights		Reverse of Receipt - Paragraphs (14) and (16).
(vi)     The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (6);   Reverse of Receipt - Paragraphs (14) and (18).
(vii)   Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
(viii)  Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Reverse of Receipt - Paragraph (13).

 

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Item Number and Caption		Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
(ix)     Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt - Introductory paragraph and Paragraphs (2), (3), (4), (6), (7), (9) and (10).
(x)      Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (7);   Reverse of Receipt - Paragraphs (19) and (20).
3.        Fees and charges which may be imposed directly or indirectly on holders of ADSs		Face of Receipt - Paragraphs (10).
Item 2.       AVAILABLE INFORMATION		Face of Receipt - Paragraph (13).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission 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 included as Exhibit A to the Form of the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.

EXHIBITS

 

(a)		Form of Amended and Restated Deposit Agreement, by and among Amarin Corporation PLC, (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). – Filed herewith as Exhibit (a).
(b)		Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – None.
(c)		Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – None.
(d)		Opinion of counsel for the Depositary as to the legality of the securities to be registered. – Filed herewith as Exhibit (d).
(e)		Certificate under Rule 466. – None.
(f)		Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.

 

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Item 4.

UNDERTAKINGS

 

(a)

The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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)

If the amount of fees charged is not disclosed in the prospectus, the Depositary 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 ADS 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., acting solely on behalf of the legal entity created by the Amended and Restated Deposit Agreement, by and among Amarin Corporation PLC, Citibank, N.A., as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, as amended and supplemented from time to time, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 13th day of September, 2011.

 

 

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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 on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized in the city of Mystic, Connecticut, on September 16th, 2011.

 

 

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Thero 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 such capacities, to sign any and 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-in-fact and agent 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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, 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 on Form F-6 has been signed by the following persons in the following capacities on September 16, 2011.

 

Signature		Title
/s/    JOHN THERO         John Thero		President (Principal Financial Officer)
/s/    JOSEPH ZAKRZEWSKI         Joseph Zakrzewski		Chief Executive Officer and Director (Principal Executive Officer)
/s/    FREDERICK AHLHOLM         Frederick Ahlholm, CPA		Vice President Finance (Principal Accounting Officer)
/s/    JOSEPH ANDERSON         Joseph Anderson, Ph.D.		Director
/s/    JAMES HEALY James Healy, M.D., Ph.D.		Director

 

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Signature		Title
/s/    MANUS ROGAN         Manus Rogan, Ph.D.		Director
/s/    CARL GORDON         Carl Gordon, Ph.D., CFA		Director
/s/    LARS EKMAN         Lars Ekman		Director
/s/    JAN VAN HEEK         Jan van Heek		Director
/s/    KRISTINE PETERSON         Kristine Peterson		Director
/s/    DAVID W. FEIGAL         David W. Feigal, Jr., M.D.		Director

 

Authorized Representative in the U.S.

/s/    JOHN THERO

John Thero

 

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Index to Exhibits

 

Exhibit		Document
(a)		Form of Amended and Restated Deposit Agreement
(d)		Opinion of counsel to the Depositary