UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 3, 2012
Amarin Corporation plc
(Exact name of registrant as specified in its charter)
| England and Wales | 0-21392 | Not applicable | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 2 Pembroke House, Upper Pembroke Street 28-32, Dublin 2, Ireland |
Not applicable | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: +353 1 6699 020
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On January 3, 2012, Amarin Corporation plc (the “Company”) issued a press release announcing its wholly owned subsidiary, Corsicanto Limited (the “Issuer”), had commenced an offering of $150 million in aggregate principal amount of exchangeable senior notes due 2032 (the “notes”) to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and that the Issuer expects to grant the initial purchasers a 30-day option to purchase additional notes solely to cover over-allotments, if any. A copy of the press release is filed as Exhibit 99.1 hereto.
On January 4, 2012, the Company issued a press release announcing the Issuer had priced its previously announced offering of $150 million in aggregate principal amount of notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and that the Issuer granted the initial purchasers a 30-day option to purchase $22.5 million in aggregate principal amount of additional notes solely to cover over-allotments, if any. A copy of the press release is filed as Exhibit 99.2 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit |
Description | |
| 99.1 | Press Release, dated January 3, 2012 | |
| 99.2 | Press Release, dated January 4, 2012 | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 4, 2012 | Amarin Corporation plc | |||
| By: | /s/ John Thero | |||
| John Thero | ||||
| President | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated January 3, 2012 | |
| 99.2 | Press Release, dated January 4, 2012 | |