Schedule 13D/A

0000950123-10-081327.txt : 20100826 0000950123-10-081327.hdr.sgml : 20100826 20100826163853 ACCESSION NUMBER: 0000950123-10-081327 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100826 DATE AS OF CHANGE: 20100826 GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: BOXER CAPITAL, LLC GROUP MEMBERS: JOSEPH LEWIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52399 FILM NUMBER: 101041083 BUSINESS ADDRESS: STREET 1: FIRST FLOOR, BLOCK 3, THE OVAL, STREET 2: SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 1 6699 020 MAIL ADDRESS: STREET 1: FIRST FLOOR, BLOCK 3, THE OVAL, STREET 2: SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: AMARIN PHARMACEUTICALS PLC DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: ETHICAL HOLDINGS PLC DATE OF NAME CHANGE: 19930322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 991-C LOMAS SANTA FE DRIVE STREET 2: SUITE 411 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: (858) 400-3105 MAIL ADDRESS: STREET 1: 991-C LOMAS SANTA FE DRIVE STREET 2: SUITE 411 CITY: SOLANA BEACH STATE: CA ZIP: 92075 SC 13D/A 1 c05455sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

AMARIN CORPORATION PLC

(Name of Issuer)

Ordinary Shares, par value 50 pence per share

(Title of Class of Securities)

023111206

(CUSIP Number)

Christopher Fuglesang
Boxer Capital, LLC
445 Marine View Avenue, Suite 100
Del Mar, CA 92014
(858) 400-3112

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 25, 2010

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.		023111206

NAMES OF REPORTING PERSONS

Boxer Capital, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

0 (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,625,000* (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (see Item 5)

WITH

SHARED DISPOSITIVE POWER

1,625,000* (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,625,000* (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%* (see Item 5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* = Ordinary Shares beneficially owned pursuant to the right to acquire Ordinary Shares under a Warrant. See Item 5.

** = Based on 100,426,982 shares outstanding. See Item 5.

Page 2 of 7 Pages


CUSIP No.		023111206

NAMES OF REPORTING PERSONS

Boxer Asset Management Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Bahamas

SOLE VOTING POWER

NUMBER OF

0 (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,625,000* (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (see Item 5)

WITH

SHARED DISPOSITIVE POWER

1,625,000* (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,625,000* (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* = Ordinary Shares beneficially owned pursuant to the right to acquire Ordinary Shares under a Warrant. See Item 5.

** = Based on 100,426,982 shares outstanding. See Item 5.

Page 3 of 7 Pages


CUSIP No.		023111206

NAMES OF REPORTING PERSONS

Joseph Lewis

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

SOLE VOTING POWER

NUMBER OF

0 (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,625,000* (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (see Item 5)

WITH

SHARED DISPOSITIVE POWER

1,625,000* (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,625,000* (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%** (see Item 5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* = Ordinary Shares beneficially owned pursuant to the right to acquire Ordinary Shares under a Warrant. See Item 5.

** = Based on 100,426,982 shares outstanding. See Item 5.

Page 4 of 7 Pages


CUSIP No.		023111206	SCHEDULE 13D

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D initially filed on October 26, 2009 (the “Original Filing”) and the Amendment No. 1 to Schedule 13D filed on June 29, 2010 (“Amendment No. 1”, together with the Original Filing, the “Previous Filings”). The Previous Filings remain in effect except to the extent that they are amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Previous Filings. This Amendment No. 2 is being filed to reflect a decrease of more than 1% of the Reporting Persons’ beneficial ownership of the Issuer’s outstanding Common Shares from the time of Amendment No. 1 to this Amendment No. 2.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons may be deemed to beneficially own 1,625,000 Ordinary Shares underlying the Warrant, which represents 1.6% of the Issuer’s outstanding Ordinary Shares (based upon 100,426,982 outstanding Ordinary Shares, the sum of (i) 98,801,982 Ordinary Shares stated to be outstanding as of December 31, 2009, as reported in the Issuer’s Annual Report on Form 20-F filed with the SEC on June 25, 2010, and (ii) 1,625,000 Ordinary Shares to be issued in connection with the exercise of the Warrant).

(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Ordinary Shares referenced in paragraph 5(a), the Reporting Persons have shared voting power and shared dispositive power with regard to 1,625,000 Ordinary Shares.

(c) Other than the following open market sales of Ordinary Shares, the Reporting Persons have not engaged in any transactions in the Ordinary Shares in the past 60 days.


	Number of		Average		Range of
Date	Shares Sold		Price*		Price
7/7/2010		46,000	$	2.31	$	2.33 — $2.30
7/8/2010		8,200	$	2.25	$	2.26 — $2.25
7/9/2010		16,800	$	2.32	$	2.35 — $2.30
7/10/2010		20,700	$	2.22	$	2.22 — $2.21
7/11/2010		5,000	$	2.25	$	2.28 — $2.25
7/12/2010		245,000	$	2.28	$	2.35 — $2.25
7/13/2010		55,000	$	2.40	$	2.46 — $2.38
7/14/2010		45,000	$	2.48	$	2.50 — $2.43
7/15/2010		150,000	$	2.50	$	2.52 — $2.46
7/16/2010		100,000	$	2.52	$	2.57 — $2.52
7/17/2010		100,000	$	2.86	$	2.95 — $2.80
8/24/2010		175,000	$	2.85	$	2.85
8/24/2010		8,449	$	2.85	$	2.85
8/25/2010		875,000	$	2.85	$	2.85
8/25/2010		100,000	$	2.85	$	2.85
8/25/2010		59,808	$	2.85	$	2.88 — 2.85


*		Price information provided by weighted average. The Reporting Persons hereby undertake to provide, upon request by the Staff of the Securities and Exchange Commission, full information regarding the number of shares purchased or sold at each separate price.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1

Joint Filing Agreement, dated August 26, 2010, among Boxer Capital, Boxer Management and Joseph Lewis

Page 5 of 7 Pages


CUSIP No.		023111206	SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: August 26, 2010	BOXER CAPITAL, LLC
	By:	/s/ Aaron Davis
	Name: Aaron Davis
	Title: Authorized Signatory

	BOXER ASSET MANAGEMENT INC.
	By:	/s/ Jefferson R. Voss
	Name: Jefferson R. Voss
	Title: Director

	JOSEPH LEWIS
	By:	/s/ Joseph Lewis
		Joseph Lewis, Individually

Page 6 of 7 Pages

EXHIBIT INDEX


Exhibit No.		Description
1		Joint Filing Agreement, dated August 26, 2010, among Boxer Capital, Boxer Management and Joseph Lewis

Page 7 of 7 Pages

EX-99.1 2 c05455exv99w1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated August 26, 2010, with respect to the shares of Amarin Corporation PLC Ordinary Shares, 50 pence par value, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 26th day of August, 2010.


	BOXER CAPITAL, LLC
	By:	/s/ Aaron Davis
	Name: Aaron Davis
	Title: Authorized Signatory

	BOXER ASSET MANAGEMENT INC.
	By:	/s/ Jefferson R. Voss
	Name: Jefferson R. Voss
	Title: Director

	JOSEPH LEWIS
	By:	/s/ Joseph Lewis
		Joseph Lewis, Individually