UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the
month of February, 2008.
Commission
File Number 0-21392
(Translation
of registrant's name into English)
110
Cannon Street, London EC4N 6AR, England
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form
6-K
if submitted solely to provide an attached annual report to security
holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form
6-K
if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the
registrant's "home country"), or under the rules of the home country exchange
on
which the registrant's securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant's security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
This
report on Form 6-K is hereby incorporated by reference in (a) the
registration statement on Form F-3 (Registration No. 333-104748) of Amarin
Corporation plc and in the prospectus contained therein, (b) the
registration statement on Form F-3 (Registration No. 333-13200) of Amarin
Corporation plc and in the prospectus contained therein, (c) the
registration statement on Form F-3 (Registration No. 333-12642) of Amarin
Corporation plc and in the prospectus contained therein, (d) the registration
statement on Form F-3 (Registration No. 333-121431) of Amarin Corporation plc
and in the prospectus contained therein, (e) the registration statement on
Form
F-3 (Registration No. 333-121760) of Amarin Corporation plc and in the
prospectus contained therein, (f) the registration statement on Form F-3
(Registration No. 333-135718) of Amarin Corporation plc and in the prospectus
contained therein and (g) the registration statement on Form F-3 (Registration
No. 333-131479) of Amarin Corporation plc and in the prospectus contained
therein, and this report on Form 6-K shall be deemed a part of each such
registration statement from the date on which this report is filed, to the
extent not superseded by documents or reports subsequently filed or furnished
by
Amarin Corporation plc under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
EXHIBIT
LIST
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Exhibit
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Description
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99.1
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Letter
dated December 6, 2007 with calculation of the Closing Date Average
Buyer
Stock Price in connection with the acquisition of Ester Neurosciences
Ltd.
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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, thereunto
duly authorized.
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AMARIN
CORPORATION PLC
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By:
/s/
Tom
Maher
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Tom
Maher
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General
Counsel
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Date:
February 1, 2008
Exhibit 99.1
Mr.
Ori
Rosen
Mr.
Ori
Rosen & Co., Law Offices
One
Azrieli Center
Tel
Aviv
67021
Israel
6
December 2007
Re.
Closing of Acquisition by Amarin of Ester Neurosciences
Dear
Ori
As
per
the Closing Memorandum and our closing meeting this morning, this transaction
is
now closed.
As
we
discussed at the closing meeting, Amarin transferred this morning the Initial
Share Value Amount in an amount of 25,000,000 ordinary shares based on a floor
on the issue price of $0.40 per share as set out in the definition of “Initial
Share Value Amount” in the Stock Purchase Agreement (“
SPA
”).
The
definition of “Closing Date Average Buyer Stock Price” was amended on 4 December
2007 when both parties had confirmed that 4 December 2007 would be the signing
date and the weighted average closing price for the ten day trading period
ending on the day prior to the signing date of the SPA was inserted in that
definition on 4 December 2007 at $0.4062. Ultimately, the transaction did not
sign until 5 December 2007 and accordingly the weighted average closing price
for that ten day trading period was $0.38 on 5 December 2007.
The
spreadsheet showing the calculation of the above is attached to this
letter.
For
the
purposes of efficiency of closing, we have decided not to formally amend the
SPA
to insert this dollar figure of $0.38. We have agreed that acknowledgement
of
the amendment of the definition of “Closing Date Average Buyer Stock Price” will
be acknowledged by the parties by signature of this letter by the Sellers’
Representative on behalf of the Sellers and by me as Company Secretary of
Amarin. This letter will also be countersigned by counsel to both
parties on the SPA, by Karen Holmes for Amarin and yourself for
Ester.
Yours
sincerely
/s/
Tom Maher
Tom
Maher
Company
Secretary
/s/
Karen Holmes
Karen
Holmes
/s/
Ori Rosen
Ori
Rosen
/s/
Ori Rosen
Sellers’
Representative
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WEIGHTED
AVERAGE PRICE
CALCULATIONS
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Weighted
Average
Price
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Volume
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Date
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Volume
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Price
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*
Price
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4-Dec-07
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173,200
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0.36
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62,352
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3-Dec-07
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480,900
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0.40
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192,360
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30-Nov-07
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133,800
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0.36
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48,168
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29-Nov-07
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575,100
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0.36
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207,036
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28-Nov-07
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232,500
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0.34
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79,050
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27-Nov-07
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405,500
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0.35
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141,925
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26-Nov-07
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368,500
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0.35
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128,975
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23-Nov-07
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249,000
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0.37
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92,130
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21-Nov-07
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579,900
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0.38
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220,362
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20-Nov-07
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2,239,800
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0.40
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895,920
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19-Nov-07
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5,687,700
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0.43
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2,445,711
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Acquisition
of
Ester
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Tues,
Dec
4
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Mon,
Dec
3
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10-day
VWAP
ending
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$0.380
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$0.406
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