|
England
and Wales
|
Not
Applicable
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
|
Title
of
securities
to be registered
|
Amount
to be
registered
|
Proposed
Maximum
offering
price
per
share(3)
|
Proposed
maximum
aggregate
offering
price(3)
|
Amount
of
registration
fee
|
|
Ordinary
Shares, par value 5 pence each (1)
|
6,000,000(2)
|
$0.43
|
$2,580,000
|
$79.21
|
|
(1)
|
American
Depositary Shares (“ADSs”), evidenced by American Depositary Receipts,
issuable upon deposit of Ordinary Shares, par value 5 pence each
(“Ordinary Shares”), of Amarin Corporation plc (“Amarin”) are registered
on a separate registration statement. Each ADS represents one
Ordinary Share.
|
|
(2)
|
The
number of Ordinary Shares stated above consists of the aggregate
number of
additional Ordinary Shares not previously registered which may be
issued
under the Amarin Corporation plc 2002 Stock Option Plan. In
addition, pursuant to Rule 416 under the Securities Act of 1933,
as
amended, this Registration Statement also covers an indeterminate
number
of additional Ordinary Shares that may become issuable pursuant to
the
anti-dilution provisions of the Amarin Corporation plc 2002 Stock
Option
Plan.
|
|
(3)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rules 457(c) and 457(h)(i) of the Securities Act of 1933, as
amended. The proposed maximum aggregate offering price is based
upon the average of the high and low sales prices of the ADSs, as
reported
on the Nasdaq Capital Market on October 16,
2007.
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
*4.1
|
Amended
and Restated Amarin Corporation plc 2002 Stock Option
Plan.
|
|
4.2
|
Form
of Deposit Agreement, dated as of March 29, 1993, among the Registrant,
Citibank, N.A., as Depositary, and all holders from time to time
of
American Depositary Receipts issued thereunder (incorporated herein
by
reference to certain exhibits to the Registrant’s Registration Statement
on Form F-1, Registration Statement No. 33-58160, filed with the
Securities Exchange Commission on February 11, 1993).
|
|
4.3
|
Amendment
No. 1 to Deposit Agreement, dated as of October 8, 1998, among the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(i) to Post-Effective Amendment
No. 1 to
the Registrant’s Registration Statement on Form F-6, Registration
Statement No. 333-5946, filed with the Securities Exchange Commission
on
October 8, 1998).
|
|
4.4
|
Amendment
No. 2 to Deposit Agreement, dated as of September 25, 2002, among
the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(ii) to Post-Effective Amendment
No. 2
to the Registrant’s Registration Statement on Form F-6, Registration No.
333-5946, filed with the Securities and Exchange Commission on September
26, 2002).
|
|
4.5
|
Form
of Ordinary Share certificate (incorporated herein by reference to
Exhibit
2.4 to the Registrant’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Securities and Exchange Commission
on April 24, 2003).
|
|
4.6
|
Form
of American Depositary Receipts evidencing ADSs (included in Exhibit
4.4).
|
|
*5.1
|
Opinion
of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the
Registrant, as to the validity of the Ordinary Shares.
|
|
*15.1
|
Awareness
Letter of Ernst & Young LLP.
|
|
*23.1
|
Consent
of PricewaterhouseCoopers, Chartered Accountants and Registered
Auditors.
|
|
*23.2
|
Consent
of Ernst & Young LLP.
|
|
*23.3
|
Consent
of Kirkpatrick & Lockhart Nicholson Graham LLP (included in Exhibit
5.1).
|
|
*24.1
|
Power
of Attorney (included in the Registration Statement under
“Signatures”).
|
|
Signature
|
Title
|
Date
|
|
/s/
Thomas G. Lynch
(Thomas G. Lynch) |
Chairman
and Director
|
October 22,
2007
|
|
/s/
Richard A.B. Stewart
(Richard A.B. Stewart) |
Chief
Executive Officer and Director
(principal
executive officer)
|
October 22,
2007
|
|
/s/
Alan Cooke
(Alan Cooke) |
Chief
Financial Officer and Director (principal
financial and principal accounting
officer)
|
October 22,
2007
|
|
/s/
John Groom
(John Groom) |
Director
|
October 22,
2007
|
|
/s/
Anthony
Russell-Roberts
(Anthony Russell-Roberts) |
Director
|
October 22,
2007
|
|
/s/
Simon Kukes
(Simon Kukes) |
Director
|
October 22,
2007
|
|
/s/
William Mason
(William Mason) |
Director
|
October 22,
2007
|
|
/s/
Michael Walsh
(Michael Walsh) |
Director
|
October 22,
2007
|
|
/s/
Prem Lachman
(Prem Lachman) |
Director
|
October 22,
2007
|
|
/s/
John Climax
(John Climax) |
Director
|
October 22,
2007
|
|
/s/
William Hall
(William Hall) |
Director
|
October 22,
2007
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
*4.1
|
Amended
and Restated Amarin Corporation plc 2002 Stock Option
Plan.
|
|
4.2
|
Form
of Deposit Agreement, dated as of March 29, 1993, among the Registrant,
Citibank, N.A., as Depositary, and all holders from time to time
of
American Depositary Receipts issued thereunder (incorporated herein
by
reference to certain exhibits to the Registrant’s Registration Statement
on Form F-1, Registration Statement No. 33-58160, filed with the
Securities Exchange Commission on February 11, 1993).
|
|
4.3
|
Amendment
No. 1 to Deposit Agreement, dated as of October 8, 1998, among the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(i) to Post-Effective Amendment
No. 1 to
the Registrant’s Registration Statement on Form F-6, Registration
Statement No. 333-5946, filed with the Securities Exchange Commission
on
October 8, 1998).
|
|
4.4
|
Amendment
No. 2 to Deposit Agreement, dated as of September 25, 2002, among
the
Registrant, Citibank, N.A., as Depositary, and all holders from time
to
time of American Depositary Receipts issued thereunder (incorporated
herein by reference to Exhibit (a)(ii) to Post-Effective Amendment
No. 2
to the Registrant’s Registration Statement on Form F-6, Registration No.
333-5946, filed with the Securities and Exchange Commission on September
26, 2002).
|
|
4.5
|
Form
of Ordinary Share certificate (incorporated herein by reference to
Exhibit
2.4 to the Registrant’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2002, filed with the Securities and Exchange Commission
on April 24, 2003).
|
|
4.6
|
Form
of American Depositary Receipts evidencing ADSs (included in Exhibit
4.4).
|
|
*5.1
|
Opinion
of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the
Registrant, as to the validity of the Ordinary Shares.
|
|
*15.1
|
Awareness
Letter of Ernst & Young LLP.
|
|
*23.1
|
Consent
of PricewaterhouseCoopers, Chartered Accountants and Registered
Auditors.
|
|
*23.2
|
Consent
of Ernst & Young LLP.
|
|
*23.3
|
Consent
of Kirkpatrick & Lockhart Nicholson Graham LLP (included in Exhibit
5.1).
|
|
*24.1
|
Power
of Attorney (included in the Registration Statement under
“Signatures”).
|