FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 under
the Securities Exchange Act of 1934
For the month of April, 2006
ICON plc
(Registrant’s name)
0-29714
(Commission file number)
South County Business Park, Leopardstown, Dublin 18, Ireland.
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Yes X No
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes No X
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes No X
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82 N/A
Other Events.
The registrant hereby incorporates by reference the press release attached hereto as Exhibit 99.1 into this report.
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Financial Statements and Exhibits.
| (c) | The following Exhibits are filed as part of this report: | |||
| EXHIBIT NO. | DESCRIPTION
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Press Release.
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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.| ICON plc | |||
| April 19, 2006 | /s/ Ciaran Murray | ||
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| Date | Ciaran Murray | ||
| Chief Financial Officer | |||
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Exhibit 99.1
ICON Files Registration Statement for American Depositary Shares
Dublin, Ireland, April 19, 2006 - ICON plc (NASDAQ: ICLR) announced today that it has filed a shelf registration statement with the U.S. Securities and Exchange Commission covering the offer and sale of up to $125,000,000 of its American Depositary Shares (“ADSs”) representing ordinary shares, €0.06 per share. The ADSs will be sold at various times and prices by ICON, certain selling shareholders identified in the registration statement or a combination of both.
Any offering of ADSs covered by the registration statement will be made only by means of written prospectuses and prospectus supplements. The registration statement relating to the ordinary shares underlying the ADSs has been filed with the SEC but has not yet become effective. ADSs may not be sold nor may offers to buy the ADSs be accepted prior to the time that the registration statement becomes effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.
ICON plc is a contract research organization providing clinical research and development services on a global basis to the pharmaceutical, biotechnology and medical device industries. As of December 31, 2005, ICON had approximately 3,050 employees and operations in 41 locations in 27 countries, including the United States and major markets in Europe and the rest of the world.
The statements made in this Press Release may contain forward-looking statements that involve a number of risks and uncertainties. In addition to the matters described in this Press Release, the ability to maintain large client contracts or enter into new contracts, maintain client relationships and the ability to manage the opening of new offices, the integration of new business mergers and acquisitions, as well as other risks and uncertainties detailed from time to time in reports filed by ICON with the Securities Exchange Commission, including its Form 20-F, F-1, S-8 and F-3, may affect the actual results achieved by ICON. ICON disclaims any intent or obligation to update these forward-looking statements.
Source: ICON plc
Contact : Investor Relations 1-888-381-7923 or
Ciaran Murray CFO + 353 –1-291-2000
Both at ICON.
http://www.iconclinical.com