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 July, 2007
Commission
File Number 0-29714
ICON
plc
(Translation
of registrant's name into English)
South
County Business Park, Leopardstown, Dublin 18, Ireland
(Address
of principal executive office)
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):
|
Yes
o
|
No
x
|
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):
|
Yes
o
|
No
x
|
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.
|
Yes
o
|
No
x
|
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
|
This
Report of Foreign Issuer on Form 6-K is hereby incorporated by reference
into the Form F-3 Registration Statement of ICON plc (Registration
No.
333-133371), and in the prospectus contained therein, and this report
on
Form 6-K shall be deemed a part of 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date on which this report is filed, to the extent not superseded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 ICON plc
under the
Securities Act of 1933 or the Securities Exchange Act of
1934.
|
EXHIBIT
LIST
| Exhibit | Description |
|
99.1
|
Notice
of Annual General Meeting of ICON plc dated June 25, 2007 with Form
of
Proxy and Attendance Card
|
|
99.2
|
Proxy
Card
|
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
By: /s/
Ciaran Murray
Ciaran
Murray
Chief
Financial Officer
|
Date:
July 16, 2007
Exhibit
99.1
THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If
you are in any doubt as to the action to be taken, you should consult with
your
independent financial adviser who, if you are taking advice in Ireland, is
authorised or exempted under the Stock Exchange Act, 1995 or the Investment
Intermediaries Act, 1995.
If
you have sold or transferred your entire holding of ordinary shares in ICON
plc
(“ICON” or “the Company”), please pass this document, together with the attached
proxy form, to the purchaser or transferee, or to the stockbroker, bank or
other
agent through whom the sale was effected, for transmission to the purchaser
or
transferee as soon as possible.
ICON
has a secondary listing on The Irish Stock Exchange. For this reason, ICON
is
not subject to the same ongoing regulatory requirements as those which would
apply to an Irish company with a primary listing on the Irish Stock Exchange
including the requirement that certain transactions require the approval of
shareholders. For further information, shareholders should consult their own
financial adviser.
ICON
PLC
(Incorporated
in Ireland with limited liability under the Companies Acts, 1963 to 1986.
Registered No. 145835)
Directors:
Dr.
John
Climax, (Chairman)
Peter
Gray, (Chief Executive Officer)
Dr.
Ronan
Lambe*,
Thomas
Lynch, *
Edward
Roberts, *
Shuji
Higuchi, *
Bruce
Given, *
* Non-Executive
|
|
South
County Business Park,
Leopardstown,
|
Dublin
18,
Ireland.
25th
June,
2007
To
all
ICON Shareholders
NOTICE
OF
ANNUAL GENERAL MEETING
OF
ICON
PLC
Dear
Shareholder,
I
am
writing to you to outline the background to the Resolutions to be proposed
at
the forthcoming Annual General Meeting of ICON plc (“AGM”), each of which the
Board of Directors (“Board” or the “Directors”) is recommending you
approve.
Your
attention is drawn to the notice of AGM set out on page 4 of this document,
which will be held at The Pavilion, Leopardstown Racecourse, Leopardstown,
Dublin 18 on the 23rd day
of
July, 2007 at 10.00 a.m.
1
AGM
Resolutions
1-4 in the enclosed notice set out the usual business to be transacted at the
AGM. In addition, your Board proposes, as special business,
Resolutions 5-7, which are summarised below.
Resolution
5 - General Authority to allot shares
Resolution
5 proposes to give the Directors a general authority under Section 20 of the
Companies (Amendment) Act, 1983 for a period of 1 year to allot shares up to
an
amount equal to the present authorised but unissued share capital of the
Company.
Resolution
6 – The dis-application of statutory pre-emption rights
Resolution
6 will give the Directors power under Section 24 of the Companies (Amendment)
Act, 1983 to allot shares for cash without first offering them to holders of
Ordinary Shares pro-rata to their respective
shareholdings. Resolution 6 is conditional upon the passing of
Resolution 5 and follows the established best practice of renewing such
authority on an annual basis.
Resolution
7 – Authorisation of Market Purchases of the Company’s Shares and Re-issue of
Treasury Shares
Resolution
7 proposes to authorise the Company or any of its subsidiaries to purchase
up to
10% of the Company’s shares on the market. This authority will expire
on the earlier of the date of the Annual General Meeting for 2007 or 18 months
from the date of the passing of the Resolution. The Directors do not
have any current intention of exercising the Company’s authority to purchase its
own shares and would only do so following careful consideration and at price
levels which the Directors consider to be in the best interests of Shareholders
generally.
Under
the
terms of Resolution 7, the minimum price which may be paid for any of the
Company’s own shares is an amount equal to the nominal value of the shares and
the maximum price which may be paid is up to an amount equal to 105% of the
then
average market price of the shares.
Resolution
7 also provides that where the Company shares have been purchased or redeemed
and are held as Treasury Shares these shares may be re-issued off market at
a
maximum price of 120% of the Market Price (as defined in the Resolution) and
the
minimum price of 95% of the Market Price. The determination of the
re-issued price range will expire on the earlier of the date of the Annual
General Meeting 2007 or 18 months from the date of the passing of the
Resolution.
FURTHER
ACTION
A
Form of
Proxy for use at the AGM is attached. You are requested to complete,
sign and return the Form of Proxy as soon as possible whether or not you propose
to attend the meeting in person. To be valid the Form of Proxy must
be deposited with the Company’s Registrars, Computershare Investor
Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial
Estate, Dublin 18 not less than 48 hours before the time appointed for
the meeting. The completion and lodging of the Form of Proxy will not
prevent you from attending and voting in person at the meeting should you so
wish.
2
RECOMMENDATION
Your
Board believes that the Resolutions to be proposed at the AGM are in the best
interests of the Company and its Shareholders as a
whole. Accordingly, your Directors unanimously recommend that you
vote in favour of the Resolutions as they intend to do so themselves in respect
of all the Ordinary Shares held or beneficially owned by them amounting in
total
to 3,167,168 Ordinary Shares on 31st March 2007,
representing approximately 11.1% of issued ordinary share capital of the
Company.
| Yours sincerely, |
| /s/ Dr. John Climax |
| Dr. John Climax, |
| Chairman |
3
NOTICE
OF ANNUAL GENERAL MEETING
NOTICE
is hereby given that the Annual General Meeting of the Company will
be
held at The Pavilion, Leopardstown Racecourse, Leopardstown, Dublin 18 on
23rd day of
July, 2007 at 10.00 a.m.
ORDINARY
BUSINESS
|
1.
|
To
receive and consider the accounts for the year ended 31st
December,
2006 and the reports of the Directors and auditors
thereon.
|
|
2.
|
To
re-elect Mr. Thomas Lynch who retires as a Director in accordance
with the
Articles of Association of the Company and, being eligible, offers
himself
for re-election.
|
|
3.
|
To
re-elect Mr. Bruce Given who retires as a Director in accordance
with the
Articles of Association of the Company and, being eligible, offers
himself
for re-election.
|
|
4.
|
To
authorise the Directors to fix the remuneration of the
auditors.
|
SPECIAL
BUSINESS
To
consider and, if thought fit, pass the following Resolutions
|
5.
|
As
an ordinary resolution:
|
“That
the
Directors be and are hereby generally and unconditionally authorised to exercise
all the powers of the Company to allot relevant securities (within the meaning
of Section 20 of the Companies (Amendment) Act, 1983) up to an aggregate nominal
amount not exceeding the present authorised unissued capital of the Company;
provided that this authority shall expire at the conclusion of the next annual
general meeting of the Company, save that the Company may before such expiry
make an offer or agreement which would or might require relevant securities
to
be allotted after such expiry and the Directors may allot relevant securities
pursuant to such offer or agreement as if the authority conferred hereby had
not
expired.”
6. As
a special resolution:
|
|
“That,
subject to the passing of Resolution 5, the Directors be and are
hereby
empowered pursuant to Section 24 of the Companies (Amendment) Act,
1983 to
allot equity securities (as defined in Section 23 of that Act) as
if the
provisions of sub-section (1) of the said Section 23 did not apply
to any
such allotment; provided that this exclusion of the applicability
of
section 23(1) of the Companies (Amendment) Act, 1983 shall expire
at the
conclusion of the next annual general meeting of the Company save
that if
before such expiry the Company has offered or agreed to allot equity
securities, those equity securities may be allotted pursuant to such
offer
or agreement as if the exclusion contained herein had not
expired.”
|
|
7.
|
As
a special resolution:
|
“That
subject to and for the purposes of the Companies Act, 1990, the Company and/or
any of its subsidiaries be and are hereby generally authorised to make market
purchase of Shares of any class of the Company on such terms and conditions
and
in such manner as the Directors may from time to time determine, but so
that:
4
|
|
(1)
|
the
maximum number of shares authorised to be purchased under this resolution
shall be such number of shares whose aggregate nominal value shall
not
exceed 10 per cent of the aggregate nominal value of the issued share
capital of the Company as at the commencement of business on the
day of
the passing of this resolution;
|
|
|
(2)
|
the
minimum price which may be paid for any share is an amount equal
to its
nominal value; and
|
|
|
(3)
|
the
maximum price which may be paid for any share is an amount equal
to 105
per cent of the Market Price (as hereafter defined) on the day of
purchase
|
and
the
price range within which any shares purchased or redeemed and held as treasury
shares, within the meaning of Section 209 of the Companies Act, 1990, may be
re-issued off-market is from 95 to 120 per cent of the Market Price on the
day
of re-issue.
For
the
purpose of this resolution:
the
Market Price of any shares on a particular day means the higher of:
the
average middle market price (if there is one) derived from the List
(as
hereafter
defined); and
the
average Current Price (as hereafter defined) on the immediately preceding five
business days;
the
Current Price on a particular day means the closing quotation price as published
in the List or (for a day on which there was no dealing in such shares on the
Stock Exchange) the mid-point between the high and low market guide prices
as
published in the List or (if there is only one such market guide price
published) the market guide price so published whether it is the high or the
low
market guide price;
the
List
means the Irish Stock Exchange Daily Official List; and
the
Stock
Exchange means The Irish Stock Exchange Limited.
The
authority hereby conferred shall expire at the conclusion of the next Annual
General Meeting of the Company or (if earlier) on the 23rd
January, 2009, unless previously varied, revoked or renewed.
The Company or any subsidiary may before such expiry make a contract for the
purchase of shares which would or might be wholly or partly executed after
such
expiry and may make a purchase of shares pursuant to any such contract as if
the
authority hereby conferred had not expired.”
By
the
Order of the Board.
Ciaran
Murray
Secretary
Registered
Office:
South
County Business Park,
Leopardstown,
Dublin
18
5
25th
June,
2007
NOTES
|
1
|
A
member entitled to attend and vote at the Annual General Meeting
is
entitled to appoint a proxy as an alternative to attend, speak and
vote
instead of him/her. A proxy need not be a member of the Company.
The
deposit of an instrument of proxy will not preclude a member from
attending and voting in person at the meeting or at any adjournment
thereof.
|
|
2.
|
A
Form of Proxy is enclosed with this notice. To be effective, the
Form of
Proxy duly completed and signed together with any authority under
which it
is executed or a copy of such authority certified notarially or by
a
solicitor practicing in the Republic of Ireland must be deposited
with the
Company’s Registrars, Computershare Investor Services (Ireland)
Limited at Heron House, Corrig Road, Sandyford Industrial Estate,
Dublin
18, not less than 48 hours before the time appointed for the
Annual General Meeting.
|
|
3
|
In
the case of a corporation, the form of proxy must be either executed
under
seal or signed on its behalf by an officer or attorney duly
authorised.
|
|
4
|
In
the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion
of the
votes of the other registered holder(s) and, for this purpose, seniority
will be determined by the order in which the names stand in the register
of members of the Company.
|
6
ICON
PLC
FORM
OF PROXY
South
County Business Park,
Leopardstown,
Dublin 18.
Proxy
in respect of the Annual General Meeting of Icon plc to be held on Monday
23rd July, 2007
at The Pavilion, Leopardstown Racecourse, Leopardstown, Dublin 18, at 10.00
a.m.
Name(s):
I/We*,
the above mentioned, being a member/members* of the above named Company hereby
appoint the Chairman of the Meeting
or (See
Note (c) overleaf,) as my/our* proxy to vote for me/us* on my/our* behalf at
the
Annual General Meeting (the Meeting) of the Company to be held
on the 23rd of
July 2007 at 10.00 a.m. at The Pavilion, Leopardstown Racecourse, Leopardstown,
Dublin 18 and at any adjournment thereof. I/We* hereby direct my/our*
proxy to vote on the Resolutions set out in the Notice convening the Meeting
and
summarised below:
*Delete
as appropriate in each case.
|
RESOLUTIONS
|
For
|
Against
|
||
|
ORDINARY
BUSINESS
|
|
|||
|
1.
|
To
receive the Accounts and Reports.
|
[ ]
|
[ ]
|
|
|
2.
|
To
re-elect Mr. Thomas Lynch
|
[ ]
|
[ ]
|
|
|
3.
|
To
re-elect Mr. Bruce Given
|
[ ]
|
[ ]
|
|
|
4.
|
To
authorise the fixing of the Auditors’ Remuneration
|
[ ]
|
[ ]
|
|
|
SPECIAL
BUSINESS
|
||||
|
5.
|
To
authorise the Company to allot shares.
|
[ ]
|
[ ]
|
|
|
6.
|
To
disapply the statutory pre-emption rights.
|
[ ]
|
[ ]
|
|
|
7.
|
To
authorise the Company to make market purchases of shares
|
[ ]
|
[ ]
|
|
Signed
………………………………………………………………………………
ONLY
ONE JOINT HOLDER TO SIGN, (SEE
NOTES OVERLEAF)
ATTENDANCE
CARD
ICON
PLC
|
Attendance
Card for Annual General Meeting to be held on the 23rd
of
July, 2007 at The Pavilion, Leopardstown Racecourse,
Leopardstown, Dublin 18, commencing at
10.00 a.m.
|
||
| __________________________________________ |
Proxy’s
name in Block Letters
(if
applicable)
|
|
|
Please
do not post the Attendance Card. It should be retained by the
member or proxy (if any) and handed in at the shareholders’ registration
desk to facilitate attendance at the Annual General
Meeting.
|
Signature
of Members/Proxy …………………………………..
|
|
Notes:
To
be
valid, this form, and if applicable, any authority under which it is executed
or
a copy of such authority certified notarially or by a solicitor practising
in
the Republic of Ireland must be deposited at the registered office of the
Company at the South County Business Park, Leopardstown, Dublin 18, Ireland
or
(at the members option) at the offices of the Company’s Registrar, Computershare
Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford
Industrial Estate, Dublin 18, in either case, not less than 48 hours before
the
time appointed for the holding of the Meeting.
|
(a)
|
This
Proxy Form must (i) in the case of an individual member be signed
by the
member or his/her attorney; or (ii) in the case of a body corporate
be
executed either under its common seal or be signed on its behalf
by a duly
authorised officer.
|
|
(b)
|
In
the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion
of the
votes of the other joint holder(s) and for this purpose seniority
shall be
determined by the order in which the names stand in the register
of
members in respect of the joint
holding.
|
|
(c)
|
If
you desire to appoint a proxy other than the Chairman of the Meeting,
please insert the proxy’s name in block letters in the space provided and
delete the words “the Chairman of the Meeting
or”.
|
|
(d)
|
A
proxy need not be a member of the Company but must attend the Meeting
in
person to represent you.
|
|
(e)
|
Please
indicate how you wish your proxy to vote by placing a tick in the
appropriate box. If no such specific directions are given, the
proxy will vote or abstain from voting at his/her
discretion. On any other business not specified in the Notice
of Meeting or this form and arising at the Meeting the proxy will
act at
his/her discretion.
|
|
(f)
|
The
completion and return of this Proxy Form will not preclude a member
from
attending and voting in person.
|
|
(g)
|
If
you are appointing a proxy, please provide him/her with the Attendance
Card attached hereto to facilitate his/her
attendance.
|
Exhibit
99.2
Mark,
Sign, Date and Return
the
Proxy
Card Promptly
Using
the
Enclosed Envelope.
Votes
must be indicated
(x)
in
Black or Blue ink.
X
FOR
AGAINST FOR AGAINST
ORDINARY
BUSINESS
1.
To
receive the Accounts and Reports
2.
To
re-elect Mr. Thomas Lynch
3.
To
re-elect Mr. Bruce Given
4.
To
authorise the fixing of the Auditors’ Remuneration
SPECIAL
BUSINESS
5.
To
authorise the Company to allot shares
6.
To
disapply the statutory pre-emption rights
7.
To
authorise the Company to make market purchases of shares
To
change
your address, please mark this box.
SCAN
LINE
The
Voting Instruction must be signed by the person in whose name the relevant
Receipt is registered on the books of the
Depositary.
In the case of a Corporation, the Voting Instruction must be executed by a
duly
authorized Officer or Attorney.
Date
Share Owner sign here
Co-Owner
sign here
ICON
plc
Instructions
to The Bank of New York, as Depositary
(Must
be received prior to 5:00 pm on July 16, 2007)
The
undersigned registered holder of American Depositary Receipts hereby requests
and
instructs
The Bank of New York, as Depositary, to endeavor, in so far as practicable,
to
vote or
cause
to
be voted the amount of shares or other Deposited Securities represented by
such
Receipt
of Icon plc registered in the name of the undersigned on the books of the
Depositary as of
the
close
of business on June 14, 2007 at the Annual General Shareholdersʼ Meeting of
Icon
plc
to
be
held on July 23, 2007, in respect of the resolutions specified on the reverse
hereof.
NOTES:
1.
Instructions as to voting on the specified resolutions should be indicated
by an
ÒXÓ In the appropriate box.
2.
If a Holder so elects, the Holder is entitled to instruct The Bank of New York,
as Depositary, to give a
discretionary
proxy to a person designated by the Company.
To
include any comments, please mark this box.
Please
complete and date this proxy on the reverse side and return it promptly in
the
accompanying envelope.