Schedule 13D
Washington,
D.C. 20549
____________________________________________
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
Amarin
Corporation plc
(Name
of
Issuer)
Ordinary
Shares, 5p par value
(Title
of
Class of Securities)
02311107
(CUSIP
Number)
Thomas
G.
Lynch
50
Pembroke Road
Dublin
2,
Ireland
1
441 295
1422
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April
20, 2006
(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)
Thomas
G. Lynch
|
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
(3)
|
SEC
USE ONLY
|
|
(4)
|
SOURCE
OF FUND
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
Kingdom
|
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
10,706,129
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
0
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
10,706,129
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
0
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,706,129
shares
|
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
(based on 81,333,094 Ordinary Shares represented in writing by an
officer
of the Issuer to be outstanding on December 21, 2005 and 9,404,149
Ordinary Shares in the form of American Depositary Shares, 500,000
Ordinary Shares issuable upon exercise of the 2004 Warrants (as defined
below), 207,921 Ordinary Shares issuable upon exercise of the 2005
Warrants (as defined below) and 594,059 Ordinary Shares, in each
case held
by the Reporting Parties).
|
|
(14)
|
TYPE
OF REPORTING PERSON
IN
|
| Item
1. |
Security
and Issuer.
|
This
Schedule 13D by Thomas G. Lynch (and together with Amarin Investment Holding
Limited (“AIHL”) the “Reporting Parties”) relates 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. |
Identity
and Background.
|
(a) Name:
This
statement is filed on behalf of each of the following persons:
(i) Amarin
Investment Holding Limited
(ii) Thomas
G.
Lynch
(b) Residence
or business address:
(i)
Amarin
Investment Holding Limited
Claredon
House
2 Church Street
Hamilton,
HM 11 Bermuda
(ii)
Thomas
G.
Lynch
c/o
Amarin Corporation
plc
7
Curzon
Street
London,
United Kingdom W1J 5HG
(c) The
principal occupation of Thomas G. Lynch is as Chairman and non-executive
Director of Amarin Corporation plc, located at 7 Curzon Street, London, United
Kingdom W1J 5HG. The principal business of Amarin Corporation plc is the
development of pharmaceutical compounds for the treatment of neurological
diseases.
The
principal occupation of David J. Doyle is as director of Amarin Investment
Holding Limited, located at Claredon House, 2 Church Street, Hamilton, Bermuda.
The principal business of Amarin Investment Holding Limited is
investment.
(d) During
the past five years, none of the reporting persons, or any other person named
in
Item 2(c), has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During
the past five years, none of the reporting persons, or any other person named
in
Item 2(c), was a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such reporting person (or
other person) was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f) Citizenship:
(i) Amarin
Investment Holding Limited is an exempted company limited by shares, formed
under the laws of Bermuda.
(ii) Thomas
G.
Lynch is a citizen of the United Kingdom. David J. Doyle is a citizen of
Bermuda.
| Item
3. |
Source
and Amount of Funds or Other Consideration.
|
On
October 6, 2004, in a privately negotiated transaction pursuant to an agreement
dated September 30, 2004, AIHL purchased 4,653,819 ADSs from Elan Corp plc
and
its affiliates, together with warrants to purchase 500,000 Ordinary Shares
at
$1.90 per Ordinary Share with an exercise period from May 31, 2005 through
February 25, 2009 (the “2004 Warrants”) and $5 million in aggregate principal
amount of secured loan notes (the “Loan Notes”) issued by the Issuer, for an
aggregate consideration of $6,500,000. The source of these funds was working
capital of AIHL, which working capital was obtained through equity investment
by
its sole shareholder, Thomas G. Lynch, from his personal funds.
On
October 7, 2004, AIHL converted $3 million in principal amount of Loan Notes
into 2,717,391 Ordinary Shares which were subsequently exchanged for
ADSs.
On
May
24, 2005, in a registered direct offering pursuant to a subscription agreement
dated May 14th, 2005 (the “May Agreement”), AIHL purchased 1,730,769 ADSs from
the Issuer. The source of these funds was $250,000 from a combination of
existing working capital of AIHL and a capital contribution by its sole
shareholder, Thomas G. Lynch, and $2 million in proceeds received by AIHL from
redemption by the Issuer of $2 million in principal amount of Loan
Notes.
On
December 21 2005, in a private placement pursuant to a securities purchase
agreement dated December 16, 2005 (the “December Agreement”), AIHL purchased
594,059 Ordinary Shares and 207,921 warrants, each warrant exercisable for
one
Ordinary Share with an exercise period commencing on June 19, 2006 (the “2005
Warrants”), for an aggregate purchase price of $599,999.59. The source of these
funds was a capital contribution by its sole shareholder, Thomas G.
Lynch.
On
April
5, 2006, Thomas G. Lynch, purchased 302,170 Ordinary Shares pursuant to the
contractual investment right granted under the May Agreement.
As
of
April 20, 2006, AIHL is the beneficial owner of the Ordinary Shares that may
be
acquired by exercise of the 2005 warrants.
| Item
4. |
Purpose
of the Transaction.
|
The
purpose of the transactions was to acquire an equity investment interest in
the
Issuer.
None
of
the Reporting Parties, nor any other person named in Item 2(c) of the Schedule
13D, has 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
5. |
Interest
in Securities of Issuer.
|
Amarin
Investment Holding Limited:
(a) Amount
Beneficially Owned: 10,403,959 Ordinary Shares representing 12.7% of the
Ordinary Shares (based on 81,333,094 Ordinary Shares represented in writing
by
an officer of the Issuer outstanding on April 19, 2006 and 9,101,979 Ordinary
Shares in the form of ADSs, 500,000 Ordinary Shares issuable upon exercise
of
the 2004 Warrants, 207,921 Ordinary Shares issuable upon exercise of the 2005
Warrants and 594,059 Ordinary Shares, in each case held by the Reporting
Parties).
(b) Number
of
shares as to which such person has:
(i) sole
power to vote or to direct the vote: 10,403,959
(ii) shared
power to vote or to direct the vote: 0
(iii) sole
power to dispose or to direct the disposition: 10,403,959
(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) AIHL
has
the right to receive all dividends on the Ordinary Shares but for the 302,170
Ordinary Shares acquired by Thomas G. Lynch on April 5, 2006.
(e) Not
applicable.
Thomas
G.
Lynch:
(a) Amount
Beneficially Owned: 10,706,129 Ordinary Shares representing 13.0% (based on
81,333,094 Ordinary Shares represented in writing by an officer of the Issuer
to
be outstanding on December 21, 2005 and 9,404,149 Ordinary Shares in the form
of
American Depositary Shares, 500,000 Ordinary Shares issuable upon exercise
of
the 2004 Warrants (as defined below), 207,921 Ordinary Shares issuable upon
exercise of the 2005 Warrants (as defined below) and 594,059 Ordinary Shares,
in
each case held by the Reporting Parties).
(b) Number
of
shares as to which such person has:
(i) sole
power to vote or to direct the vote: 10,706,129
(ii) shared
power to vote or to direct the vote: 0
(iii) sole
power to dispose or to direct the disposition: 10,706,129
(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) AIHL
has
the right to receive all dividends on the Ordinary Shares but for the 302,170
Ordinary Shares acquired by Thomas G. Lynch on April 5, 2006.
(e) Not
applicable.
| Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Under
the
terms of the May Agreement entered into between the Issuer and AIHL, AIHL 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, AIHL will have the right (pro rata to the level of AIHL's
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, Thomas G. Lynch on behalf of
AIHL
agreed that, nothwithstanding anything to the contrary set forth in the May
Agreement, to the extent that AIHL becomes entitled, and elects, to purchase
Ordinary Shares pursuant to the future investment right granted in the May
Agreement, AIHL 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 AIHL, the
Issuer has agreed to file a registration statement covering the resale of the
ADSs purchased by AIHL 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 AIHL penalty payments
up to a maximum amount of 10% of the amount paid by AIHL to the Issuer on
December 21, 2005. In addition, the Issuer is required to indemnify AIHL to
the
Issuer for material misstatements or omissions in such registration
statement.
| Item
7. |
Material
to Be Filed as 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 furnished 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 with respect to myself is true,
complete and correct.
Date:
April 28, 2006
|
THOMAS
G. LYNCH
|
|
By: /s/Thomas
G. Lynch
|
|
Name: Thomas
G. Lynch
|
|
Title:
|
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 furnished on December 28,
2005.