<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
AMARIN CORPORATION PLC
(formerly Ethical Holdings plc)
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
297645 30 1
(CUSIP Number)
James C. Gale
126 East 56th Street, 24th Floor, New York, New York 10022,
212-907-0789
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 21, 2000
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note. Schedules filed in paper form shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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CUSIP NO. 297645 30 1 13D Page 2 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund, L.P.
Corporate Opportunities Fund (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 7 SOLE VOTING POWER 8,639,136
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 8,639,136
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,136
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
14 TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP NO. 297645 30 1 13D Page 3 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
NUMBER OF 7 SOLE VOTING POWER 1,352,025
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,352,025
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,025
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP NO. 297645 30 1 13D Page 4 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corporate Opportunities Fund (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 7 SOLE VOTING POWER 7,287,111
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 7,287,111
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,287,111
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
14 TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP NO. 297645 30 1 13D Page 5 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SMM Corporate Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
NUMBER OF 7 SOLE VOTING POWER 8,639,135
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 8,639,135
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,135
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%
14 TYPE OF REPORTING PERSON (See Instructions) OO
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CUSIP NO. 297645 30 1 13D Page 6 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sanders Morris Harris Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 8,639,135
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 8,639,135
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,135
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%
14 TYPE OF REPORTING PERSON (See Instructions) CO
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CUSIP NO. 297645 30 1 13D Page 7 of 13 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James C. Gale
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 8,972,470
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 8,972,470
REPORTING
PERSON
WITH 10 SHARED DISPOSITIIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,972,470
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14 TYPE OF REPORTING PERSON (See Instructions) IN
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CUSIP NO. 297645 30 1 13D Page 8 of 13 Pages
Item 1. Security and Issuer.
This statement relates to the ordinary shares, 0.10(Pounds) par value (the
"Shares"), of Amarin Corporation plc (formerly known as Ethical Holdings plc).
The principal executive office of the issuer of such securities is located at
Gemini House, Bartholomew's Walk, Ely, Cambridgeshire, England CB7 4EA.
Item 2. Identity and Background.
Corporate Opportunities Fund, L.P. and Corporate Opportunities Fund
(Institutional), L.P. (the "Funds") are Delaware limited partnerships whose
principal business is making investments in the securities of other entities.
The address of their principal office is 126 East 56th Street, 24th Floor, New
York, New York 10022.
SMM Corporate Management, LLC (the "General Partner") is a Delaware limited
liability company and the sole general partner of the Funds. The principal
business of the General Partner is to act as general partner of the Funds. The
address of its principal office is 126 East 56th Street, 24th Floor, New York,
New York 10022.
Sanders Morris Harris Inc. (formerly known as Sanders Morris Mundy Inc.)is
a Texas corporation and the controlling member of the General Partner. The
address of its principal office is 3100 Chase Tower, Houston, Texas 77002.
Attached as Appendix A is information concerning the executive officers and
directors of Sanders Morris Harris required to be disclosed in response to Item
2 and General Instruction C to Schedule 13D. Such executive officers and
directors may be deemed, but are not conceded to be controlling persons of
Sanders Morris Harris. Sanders Morris Harris is a registered broker/dealer.
Pinnacle Global Group, Inc. is a Texas corporation and the parent of
Sanders Morris Harris Inc. The address of its principal office is 5599 San
Felipe, Suite 301, Houston, Texas 77056. Attached as Exhibit A is information
concerning the executive officers and directors of Pinnacle Global Group
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D. Such officers and directors may be deemed, but are not conceded to
be controlling persons of Pinnacle Global Group. No corporation or other person
is or may be deemed to be ultimately in control of Pinnacle Global Group.
James C. Gale is the Chief Investment Officer, a Manager, and Member of the
General Partner. The address of his principal office is 126 East 56th Street,
24th Floor, New York, New York 10022. Mr. Gale is a citizen of the United
States.
Ben T. Morris is a Manager of the General Partner and President and a
director of Sanders Morris Harris Inc. The address of his principal office is
3100 Chase Tower, Houston, Texas 77002. Mr. Morris is a citizen of the United
States.
During the past five years, none of the reporting persons or any of the
persons referred to in Appendix A has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
During the past five years, none of the reporting persons or any of the
persons referred to in Appendix A 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 as a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
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CUSIP NO. 297645 30 1 13D Page 9 of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On June 21, 2000, Corporate Opportunities Fund, L.P. purchased 1,352,025
Shares for an aggregate consideration of $405,607 and Corporate Opportunities
Fund (Institutional), L.P. purchased 7,287,111 Shares for an aggregate
consideration of $2,186,133. The source of these funds was working capital of
the Funds.
Item 4. Purpose of Transaction.
The Funds acquired 8,639,134 Shares on June 21, 2000, from Amarin
Corporation plc in a privately negotiated transaction. The Funds entered into
this transaction for general investment purposes.
The Funds are a party to a Stock Purchase Agreement dated as of June 16,
2000 (the "Purchase Agreement"), among the Issuer and the purchasers of ordinary
shares pursuant to such Purchase Agreement. Pursuant to the terms of the
Purchase Agreement, James C. Gale, Chief Investment Officer of the Corporate
Opportunities Fund, L.P. and the Corporate Opportunities Fund (Institutional),
L.P. and Abhijeet Lele, Managing Director of EGS Private Healthcare Partners,
L.P. and EGS Private Haelthcare Counterpart, L.P. were elected directors of the
Issuer on June 21, 2000. In addition, Hubert Huckle was also elected as an
independent director of the Issuer effective on June 21, 2000.
Pursuant to a Placement Agent Agreement dated as of June 16, 2000, Sanders
Morris Harris is acting as placement agent in connection with the private
placement of an additional 5,000,000 ordinary shares of the Issuer.
The Funds intend to review continuously their investment in the Issuer and
may or may not seek involvement in the Issuer's affairs. Depending on their
evaluation of the Issuer's business and prospects and future developments, the
Funds, or other individuals or entities that may be deemed to be affiliates of
the Funds, may from time to time purchase additional securities of the Issuer,
dispose of all or a portion of the securities held by such person, or cease
buying or selling shares. Any additional purchases of securities may be in open
market or privately negotiated transactions or otherwise.
Except as described in this Item 4, the Funds have no present plans or
proposals which relate or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any change in the present board of directors or management
of the Issuer, (e) any material change to the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended, or (j) any actions similar
to any of those enumerated above.
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CUSIP NO. 297645 30 1 13D Page 10 of 13 Pages
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of ordinary shares of the Issuer
beneficially owned by the persons identified in Item 2 is as follows:
Aggregate Number of Percentage of
Beneficial Owner Shares Owned Class
Corporate Opportunities Fund, L.P. 1,352,025 2.2
Corporate Opportunities Fund 12.1
(Institutional), L.P. 7,287,111 14.3
Corporate Opportunities Fund, L.P.
and Corporate Opportunities
Fund (Institutional), L.P. 8,639,136 14.3
SMM Corporate Management, LLC 8,639,136 14.3
Sanders Morris Harris Inc. 8,639,136 14.3
James C. Gale 8,972,470 14.9
(b) The number of ordinary shares as to which there is sole power to direct
the vote, shared power to vote or to direct the vote, sole power to dispose or
direct the disposition, or shared power to dispose or direct the disposition for
each of the Reporting Persons is set forth on the cover pages, and such
information is incorporated herein by reference. To the knowledge of the
Reporting Persons, the persons listed on Appendix A in response to Item 2 do not
beneficially own any ordinary shares of the Issuer except for Titus H. Harris,
Jr., who beneficially owns 100,000 shares.
(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 Persons
except for the acquisition of beneficial ownership of shares being reported on
this Schedule 13D.
(d) The Funds have the right to receive all dividends on the ordinary
shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Funds are a party to the Purchase Agreement. The Purchase Agreement
provides the purchasers of shares with the right to receive additional ordinary
shares if Amarin does not meet certain operating cash flows tests ("Cash Flow").
Generally, if either Amarin and its consolidated subsidiaries or Amarin's U.S.
subsidiaries fail to achieve Cash Flow of at least US$4,500,000 during the 12
months ending June 30, 2001, then the purchasers of ordinary shares in the
offering will issued additional ordinary shares by Amarin. The number of
additional ordinary shares to be issued is based on a sliding-scale formula.
Generally, if Cash Flow is less than US$4,500,000, each purchaser will be
entitled to receive one full share for each share purchased. If Cash Flow is
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CUSIP NO. 297645 30 1 13D Page 11 of 13 Pages
Item 6. (Continued)
greater than US$4,500,000, but less than US$5,500,000, each purchaser will be
issued a fraction of a share for each share purchased depending on where Cash
Flow falls between US$4,500,000 and US$5,500,000, i.e., if Cash Flow is
US$5,000,000, each purchaser would receive one-half a share for each share
purchased. If Cash Flow exceeds US$5,500,000 no additional shares will be
issued. The right to receive additional shares is not transferable by purchasers
---
except to their affiliates.
Except as described in this Schedule 13D, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits of loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Title
A Joint Filing Agreement
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: July 5, 2000
Corporate Opportunities Fund, L.P.
Corporate Opportunities Fund
(Institutional), L.P.
By: SMM Corporate Management, LLC
By /s/ James C. Gale
------------------------------
James C. Gale, Manager
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).
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CUSIP NO. 297645 30 1 13D Page 12 of 13 Pages
Exhibit A
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: July 5, 2000
Signatures:
SMM Corporate Management, LLC
By /s/ James C. Gale
----------------------------------
Name: James C. Gale
Title: Manager and Chief Investment Officer
Sanders Morris Harris Inc.
By /s/ James C. Gale
----------------------------------
Name: James C. Gale
Title: Managing Director
/s/ James C. Gale
------------------------------------
James C. Gale
___________
Each Reporting Person certifies only the information in Item 4 regarding,
himself or itself, as the case may be.
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CUSIP NO. 297645 30 1 13D Page 13 of 13 Pages
Appendix A
Directors and Executive Officers of
Sanders Morris Harris Inc.
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of
Sanders Morris Harris Inc. Unless otherwise indicated below, each such person is
a citizen of the United States and the business address of each such person is
3100 Chase Tower, Houston, Texas 77002. Except as indicated below, during the
last five years, none of the persons listed below has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
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 as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
Present Principal Occupation or Employment;
Name Business Address
---- ----------------
Don A. Sanders Chairman of the Executive Committee and Director
Ben T. Morris President, Chief Executive Officer, and Director
George L. Ball Chairman of the Board
Titus H. Harris, Jr. Director and Executive Vice President
Richard C. Webb Director and Executive Vice President
Arnold J. Barton Director and Executive Vice President
Robert E. Garrison II Director, Chairman and CEO of Pinnacle Global Group
Donald R. Campbell Director, Vice Chairman of Pinnacle Global Group
Stephen M. Reckling Director, Chairman and CEO of Pinnacle Management &
Trust Co.
Peter W. Badger Director, President of Spires Financial, L.P.
R. Larry Kinney Director and Director of Trading Activities
Richard D. Grimes Executive Vice President
Howard Y. Wong Chief Financial Officer, and Treasurer
Sandy Williams Secretary
Directors and Executive Officers of
Pinnacle Global Group Inc.
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of
Pinnacle Global Group Inc. Unless otherwise indicated below, each such person is
a citizen of the United States and the business address of each such person is
5599 San Felipe, Suite 301, Houston, Texas 77056. Except as indicated below,
during the last five years, none of the persons listed below has been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
or 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 as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
Present Principal Occupation or Employment;
Name Business Address
---- ----------------
Robert E. Garrison II President and Chief Executive Officer
Donald R. Campbell Vice Chairman
Titus H. Harris, Jr. Chairman of the Board
Don A. Sanders Director, Chairman of the Executive Committee of
Sanders Morris Harris
Ben T. Morris Director, President and CEO of Sanders Morris Harris
George L. Ball Director, Chairman of the Board Sanders Morris Harris
Peter W. Badger Director, President of Spires Financial, L.P.
Stephen M. Reckling Director, Chairman and CEO of Pinnacle Management &
Trust Co.
Richard C. Webb Director, Executive Vice President of Sanders Morris
Harris
W. Blair Waltrip Director, private investor
John H. Styles Director, private investor
