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 June, 2008
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
EXHIBIT
LIST
| Exhibit | Description | |
| 99.1 | Notice of Annual General Meeting of ICON plc dated June 16, 2008 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 hereunto
duly authorized.
|
ICON
plc
|
|
| Date: June 24, 2008 |
/s/ Peter
Gray
|
|
Peter
Gray
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|
Chief
Executive Officer
|
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 European Communities (Markets in Financial
Instruments) Regulations 2007 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.
1
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 *,
Dr. Bruce
Given *,
Professor
Dermot Kelleher*
* Non-Executive
South
County Business Park,
Leopardstown,
Dublin 18,Leopardstown,
Ireland.
16th
June, 2008
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 8 of this document,
which will be held at The Conference Centre, ICON plc Headquarters, South County
Business Park, Leopardstown, Dublin 18, Ireland on the 21st
day of July, 2008 at 10.00 a.m.
Resolutions
1-5 in the enclosed notice set out the usual business to be transacted at the
AGM. Resolution 4 pertains to the proposed re-election of Professor
Dermot Kelleher to the Board and I include some background information regarding
Professor Kelleher’s appointment in the following paragraph. In
addition, your Board proposes, as special business, Resolutions 6-14 which are
summarised below. In Resolution 10, the Directors are recommending
that you authorise a two for one bonus issue of ordinary shares which will
effectively serve as a stock split. In Resolutions 6, 7 and 8 the
Board is looking for the authority to establish new share compensation plans for
employees and consultants of the Company which will replenish the pool of shares
available for equity awards and provide greater flexibility in its compensation
programs. The Board believes that the Company’s ability to encourage
employee participation in the ownership of the Company through its share
compensation plans has been and will continue to be instrumental in driving the
growth and success of the Company.
2
Resolution
4 - Background information regarding proposed re-election of Professor Dermot
Kelleher
On 27 May
2008, Professor Dermot Kelleher was appointed to the Board of ICON plc as a
non-executive director. Professor Kelleher was appointed unanimously by ICON’s
Board of Directors and, in accordance with the Company’s Articles of
Association, stands for re-election by ICON’s shareholders at the AGM. Professor
Kelleher is currently Head of the School of Medicine at Trinity College, Dublin,
Ireland and Director of the Institute of Molecular Medicine in
Dublin. His research interests are broad ranging in the fields of
Gastroenterology, Immunology and Molecular Biology and over a distinguished
thirty year career he has led significant research projects in this
field. Alongside his notable academic appointments he has served as a
visiting research scientist with Lilly Research Laboratories and has been a
founder of a number of biotechnology companies.
Resolutions
6, 7 and 8 – Authority to establish a new 2008 Employees Restricted Share Unit
Plan and authority to establish new share option plans for employees and
consultants/non-executive directors: the Employee Share Option Plan 2008 and the
Consultants Share Option Plan 2008
In keeping
with the experience of many public companies a key component of the compensation
package the Company has offered to its employees and directors in the past has
been the ability to participate in the success of the Company through the
granting of share options. In previous years the Company has granted
options to employees and directors of the Company under the 1998 Long Term
Incentive Plan, the 1998 Consultant Option Plan and the Share Option Plan
2003. In 2008 the 1998 option plans expired and the Company is
approaching the limit on options available to grant under the Share Option Plan
2003. Therefore we are requesting approval from the shareholders for
new plans, which are detailed below, to facilitate the granting of share awards
to the Company’s employees and directors. The Company’s Board
considers it appropriate to establish these plans for the following
reasons:
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·
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The
Company has experienced significant growth in the past number of
years. We are in essence a professional services organisation
and our greatest asset is the skill and dedication of our
staff. A large measure of our success is due to their
commitment and we consider it appropriate to incentivise them by the
provision of share grants and options. A large number of our
employees have traditionally been given the opportunity to participate in
the Company’s share option plans and share option grants to directors have
typically not been a significant proportion of total share options
awarded. In 2007 the Board received 21,000 options or 3.4% of
the 625,715 options granted that year. In February 2008 the
Board received 17,000 options or 2.7% of the total of 623,483 options
granted. The opportunity to participate in share ownership in
the past has been successful in aligning employee and shareholder
interests resulting in the creation of increased shareholder
value;
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·
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As
previously mentioned the granting of share awards to employees and
directors is a significant component of the Company’s compensation plans.
The Company’s share option plans have traditionally been open to all
employees who exercise management or decision-making responsibility in the
Company. This inclusive approach has been very successful in
harmonising individual performance with company success. I
therefore would like to recommend that we replenish the number of share
awards available to employees and directors thus helping the Company to
recruit and retain staff as our competitors who are also public companies
also operate various share compensation plans to attract and engage
employees; and
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·
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The
Company believes that the alignment of employee and shareholders interests
as proposed under these plans is consistent with US market “best
practices”. As you know ICON plc is a company registered in
Ireland with a global footprint in terms of the location of its customers
and staff. We have our primary stock exchange listing on NASDAQ
and our shareholder base is predominantly in the
US. Accordingly we have always sought to operate to the highest
standards of US corporate governance. In this instance we believe these
standards require us to consider the potential dilutive effects that the
granting of restricted share units and share options under the proposed
new plans may have on our existing shareholders when outstanding options
are also taken into consideration. Accordingly we have
evaluated potential dilution firstly by reference to the reasonableness of
the cost of the plans to shareholders and secondly by reference to the
rate at which options were previously granted under our employee share
option plans relative to the Company’s issued share capital. On
both counts we believe that the analysis that we conducted and have
outlined below demonstrates that both the cost of the proposed share plans
and the historical rate at which the Company has granted options under its
previous share option plans are reasonable and acceptable, and are
consistent with US market best
practices.
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3
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o
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We
assessed the cost of the plans in terms of the amount of shareholders’
equity flowing out of the Company to employees and directors as options
are exercised and restricted share units are settled, i.e., the
Shareholder Value Transfer (the SVT). SVT is measured using a
binomial option pricing model for share options and at full value by
reference to the 200-day average share price for the Company for
restricted share units. After determining how much the plans
will cost, or the SVT, we evaluated the reasonableness of the cost by
reference to the industry benchmark commonly used by institutional
shareholder advisors in the US for the Pharmaceuticals and Biotechnology
industry sector. Our SVT cost of 13% is two percentage points
below the industry cap of 15% and therefore we believe the cost of the new
plans is reasonable and acceptable under US market best
practices.
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o
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We
also considered the rate at which the Company has previously granted
options to employees and directors in a given year relative to the
weighted average number of ordinary shares outstanding for the same year,
i.e., the “burn rate”. Again our three year average burn rate
of approximately 2.7% is well below the industry benchmark commonly used
by institutional shareholder advisors in the US of
4.9%.
|
Therefore
considering the significance of the proposed plans to the attraction, motivation
and retention of the Company’s employees whom we consider critical to its
continuing success, the lack of capacity under the existing share option plans
approved by shareholders in 1998 and 2003 to facilitate the granting of new
share options, and our belief that the proposed plans adhere to best practices
in the US market, the Board has no hesitation in recommending that the
shareholders approve the establishment of the 2008 Employees Restricted Share
Unit Plan, the Employee Share Plan 2008 and the Consultants Share Option Plan
2008. Further detail regarding the specifics of these individual
share compensation plans is contained in the following paragraphs.
In
Resolution 6 shareholders are asked to approve the establishment of a new share
plan for selected employees, the ICON plc 2008 Employees Restricted Share Unit
Plan (the “2008 RSU Plan”). Its introduction will enable the
Compensation Committee of the Board of Directors, at their discretion, to grant
conditional awards of Restricted Share Units (RSUs) to selected key employees
which give the holder a right to receive Ordinary Shares, American Depository
Receipts or cash at the end of a specified period.
The
purpose of the 2008 RSU Plan is to promote the long-term success of the Company
and the creation of shareholder value by (a) encouraging employees to focus on
critical long-range objectives, (b) encouraging the attraction and retention of
employees, and (c) linking employees directly to shareholder interests through
increased share ownership.
The
principal features of the proposed 2008 RSU Plan are set out in Appendix 1 to
this letter at pages 12 to 13.
4
In
Resolutions 7 and 8 shareholders are asked to approve the establishment of two
new share option plans, to be known as the ICON plc Employee Share Option Plan
2008 (the “2008 Employee Plan”) and the ICON plc Consultants Share Option Plan
2008 (the “2008 Consultants Plan”). The introduction of these plans
will enable the Compensation Committee of the Board of Directors, at their
discretion, to grant options over Ordinary Shares or American Depository
Receipts to i) selected key employees and any director holding a salaried office
or employment with the Company or a subsidiary and ii) non-executive directors
and other non-employee consultants, respectively.
The 2008
Employee Plan and the 2008 Consultants Plan are proposed to facilitate new
option grants because the Company’s 1998 Consultant Share Option Plan has
expired and only 518,343 options remain for grant under the Company’s existing
Share Option Plan 2003.
The terms
of the two new plans are identical in all material respects, apart from
eligibility criteria, share plan limits and individual limits. The
Company has been advised to adopt two separate plans (i) for employees/executive
directors and (ii) for non-employees/consultants (including non-executive
directors) for Irish company law reasons.
A summary
of the principal features of the 2008 Employee Plan and the 2008 Consultants
Plan is set out in Appendix 2 to this letter at pages 14 to 15.
Resolution
9 - Increase in authorised share capital
It is
proposed to increase the authorised share capital from €2,400,000 to €6,000,000
by the creation of 60,000,000 new Ordinary Shares of €0.06 each representing an
increase of 150% in the authorised Ordinary Share capital. The
primary purpose of this Resolution is to increase the authorised share capital
so as to allow for the bonus share issue referred to in Resolution
10.
Resolution
10 – Capitalisation/bonus issue (“stock split”)
The
Directors are proposing a bonus issue (“stock split”) of Ordinary Shares, with
the intention of increasing the marketability of the Company’s
shares. The Directors are recommending the capitalisation of part of
the share premium account, to be applied in paying up in full new Ordinary
Shares to be allotted to ordinary shareholders on the register of members at the
close of business on 8th August 2008 in the proportion of one new Ordinary Share
for each Ordinary Share then held. Resolution 10 is conditional on
the passing of Resolution 9.
Background
to and effect of the proposal of the bonus share issue (“stock
split”)
ICON’s
authorised share capital is currently €2.4 million divided into 40 million
Ordinary Shares of €0.06 nominal value each. As of 31 May 2008, ICON’s issued
share capital was €1,749,562.62 divided into 29,159,377 Ordinary Shares of €0.06
nominal value each. ICON has an ADS facility (at a ratio of 1 ADR to each
Ordinary Share). The ADS’s are traded on the Nasdaq National Market under the
symbol “ICLR”. The ADS Depository is The Bank of New York. ICON also has a
secondary listing on the Official List of the Irish Stock Exchange. No
securities in ICON are traded on any other market. The closing price per ICON
ADS on the NASDAQ market on 13th June 2008 (the latest practicable date prior to
the publication of this document) was US$73.05.
The Board
of ICON intends to effect a capitalisation/bonus issue (“stock split”) of new
Ordinary Shares to double the amount of the Company’s issued share capital. This
would, subject to prevailing market conditions, effectively reduce the share
price by half without affecting the market capitalisation of the Company. The
increase in the share price, in particular, over the past 2 years, means that we
are out of line with our peer group on a price per share basis, and this may be
unattractive to investors. The Board believes that the capitalisation issue
would increase the liquidity and marketability of the Ordinary Shares and ADSs
and therefore is in the best interests of shareholders.
5
The
capitalisation issue will, subject to shareholder approval, involve the issue,
on a pro rata basis, to existing shareholders, of 1 new Ordinary Share of
nominal value €0.06 for each Ordinary Share held on 8th August 2008 (the “Record
Date”). The issue will be effected by a transfer from the share premium account
to the share capital account. As such this method capitalises existing reserves
and distributes these reserves to shareholders in the form of new shares.
Shareholder approval is required to authorise the Directors to effect the issue
by way of an ordinary resolution.
The effect
of the proposal is that each shareholder will own two new Ordinary Shares for
every one existing Ordinary Share (or ADS as the case may be) held on the Record
Date. Except for this change, the new Ordinary Shares will in all other respects
be the same as the existing Ordinary Shares. Subject to market
conditions, the aggregate value of each shareholder’s shareholding should remain
the same. Shareholders should also note that the proposal will not affect their
underlying interests and their entitlements to the earnings and net assets of
the Company.
Timetable
If the
proposal of a bonus issue is approved by shareholders, the issue of the €0.06
bonus shares will be applied to all shareholdings on the Register at 5:00 p.m.
on the Record Date.
The
Company will make application to the Irish Stock Exchange for the new Ordinary
Shares to be admitted to the Official List in Dublin, and dealings in the new
Ordinary Shares are expected to commence on 11th August 2008. On this date, the
CREST accounts of holders of un-certificated shares will be credited. Those
Shareholders with certificated shares will be sent their new share certificates
through the post (at their own risk) to their registered addresses.
Share
transfers will be accepted for registration up to 5:00 p.m. on the Record
Date.
Resolution
11 – General authority to allot shares
Resolution
11 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. The Company requests this authority annually.
Resolution
12 - The dis-application of statutory pre-emption rights
Resolution
12 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 12 is conditional upon the passing of
Resolution 11 and follows the established best practice of renewing such
authority on an annual basis. The Company requests this authority
annually.
Resolution
13 – Authorisation of Market Purchases of the Company’s Shares and Re-issue of
Treasury Shares
Resolution
13 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 2008 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 13, 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.
6
Resolution
13 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 2008 or 18 months from the date of the passing of the
Resolution. Again this resolution is proposed annually.
Resolution
14 – Chairman’s casting vote
Resolution
14 proposes to amend the Company’s Articles of Association in order to give the
chairman of any meeting of the Directors a second or casting vote in the event
of deadlock which is in keeping with normal practice. This amendment is being
sought in light of the recent increase in the number of Directors and is
designed to ensure that the Board can operate effectively and in an efficient
manner. The majority of decisions made by the Directors are unanimous
and there is no current intention to use this casting vote.
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, Ireland 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.
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 2,151,872 Ordinary Shares on
31st May 2008, representing approximately 7.4% of the issued ordinary share
capital of the Company.
| Yours sincerely, | |
| /s/ Dr. John Climax | |
| Chairman |
7
NOTICE
OF ANNUAL GENERAL MEETING
NOTICE is hereby given that
the Annual General Meeting of the Company will be held at The Conference Centre,
ICON plc Headquarters, South County Business Park, Leopardstown, Dublin 18,
Ireland on 21st day of
July, 2008 at 10.00 a.m.
ORDINARY
BUSINESS
|
1.
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To
receive and consider the accounts for the year ended 31st
December, 2007 and the reports of the Directors and auditors
thereon.
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2.
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To
re-elect Dr. John Climax who retires as a Director in accordance with the
Articles of Association of the Company and, being eligible, offers himself
for re-election.
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3.
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To
re-elect Mr. Edward Roberts who retires as a Director in accordance with
the Articles of Association of the Company and, being eligible, offers
himself for re-election.
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4.
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To
re-elect Professor Dermot Kelleher who, having been appointed as a
director, retires in accordance with the Articles of Association of the
Company and, being eligible, offers himself for re-election to a full term
on the board.
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5.
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To
authorise the Directors to fix the remuneration of the
auditors.
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SPECIAL
BUSINESS
To
consider and, if thought fit, pass the following Resolutions
As
ordinary resolutions:
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6.
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“That
the establishment of the ICON plc 2008 Employees Restricted Share Unit
Plan substantially in the form described in Appendix 1 to the Chairman’s
Letter to Shareholders dated 16th June 2008, and produced to the Annual
General Meeting and signed by the Chairman for identification purposes, be
and is hereby approved, and that the Board of Directors be and are hereby
authorised to do all such acts and things necessary to establish and carry
the same into effect.”
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7.
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“That
the establishment of the ICON plc Employee Share Option Plan 2008
substantially in the form described in Appendix 2 to the Chairman’s Letter
to Shareholders dated 16th June 2008, and produced to the Annual General
Meeting and signed by the Chairman for identification purposes, be and is
hereby approved, and that the Board of Directors be and are hereby
authorised to do all such acts and things necessary to establish and carry
the same into effect.”
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8.
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“That
the establishment of the ICON plc Consultants Share Option Plan 2008
substantially in the form described in Appendix 2 to the Chairman’s Letter
to Shareholders dated 16th June 2008, and produced to the Annual General
Meeting and signed by the Chairman for identification purposes, be and is
hereby approved, and that the Board of Directors be and are hereby
authorised to do all such acts and things necessary to establish and carry
the same into effect.”
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8
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9.
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“That
the authorised share capital of the Company be increased from €2,400,000
divided into 40,000,000 Ordinary Shares of €0.06 each, to €6,000,000
divided into 100,000,000 Ordinary Shares of €0.06
each.”
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10.
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“That,
subject to the passing of Resolution 9, it is desirable to capitalise such
sum being part of the amount standing to the credit of the share premium
account of the Company as is necessary to give effect to the
capitalisation referred to below, and accordingly that same be capitalised
and that the Directors be and they are hereby generally and
unconditionally authorised and directed to appropriate such sum to the
members in the proportions in which it would have been divisible among
them had the same been applied in paying dividends and to apply the same
in paying up in full at par, new Ordinary Shares of €0.06 each to be
allotted credited as fully paid up to the registered holders of Ordinary
Shares in the capital of the Company at the close of business on 8th
August 2008 in the proportion of one new Ordinary Share for every one
Ordinary Share then held by them so that the said new shares shall be
accepted by them in full satisfaction of their interest in such
capitalised sum and shall upon issue rank pari passu in all respects with
the then existing Ordinary Shares in the Company, and that the Directors
shall have full power to do such acts and things required to give effect
to the said capitalisation, allotment and
distribution.”
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11.
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“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.”
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As special
resolutions:
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12.
|
“That,
subject to the passing of Resolution 11, 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.”
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13.
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“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:
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(1)
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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;
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9
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(2)
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the
minimum price which may be paid for any share is an amount equal to its
nominal value; and
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(3)
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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 21st January, 2010, 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.”
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14.
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“That
Article 101(a) of the Company’s existing Articles of Association be
deleted and replaced in its entirety with the following new Article
101(a):
|
(a) Questions arising at any meeting
of Directors shall be decided by a majority of votes. Where there is
an equality of votes, the chairman of the meeting shall have a second or casting
vote.”
10
By the
Order of the Board.
Ciaran
Murray
Secretary
Registered
Office:
South
County Business Park,
Leopardstown,
Dublin
18
16th June,
2008
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, Ireland 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.
|
11
Appendix
1
Summary
of the terms of the ICON plc 2008 Employees Restricted Share Unit
Plan
Set out
below are the principal features of the 2008 Employees Restricted Share Unit
Plan (“2008 RSU Plan”). References to “Shares” in this summary are to
Ordinary Shares in the Company, or American Depository Receipts
(ADRs).
|
1
|
Employee
Eligibility
|
The
Compensation Committee of the Board (the “Committee”) may select any employee,
or any director holding a salaried office or employment with the Company or a
Subsidiary, to receive an award under the 2008 RSU Plan.
|
2
|
Key
Terms of Awards
|
Awards of
Restricted Share Units (“RSUs”) or other rights related to or valued by
reference to Shares of the Company may be made by the Committee
(“Awards”). The Committee has discretion to determine the number,
vesting requirements and other conditions attached to the Awards. The
Committee can provide for the acceleration and/or forfeiture of Awards in
certain circumstances at its discretion. Awards may be settled in
cash or Shares.
In
general, Awards are not transferable, except on death to the Participant’s legal
representatives. The 2008 RSU Plan and related Award agreements will
be governed by Irish law.
No Awards
may be granted more than ten years after the 2008 RSU Plan is
adopted.
|
3
|
Source
of Shares and Limit on Dilution
|
Awards
under the 2008 RSU Plan may be satisfied in whole or in part by authorized and
unissued Shares or treasury Shares including Shares acquired by purchase in the
open market or in private transactions. The number of Shares reserved
for issuance in connection with Awards under the 2008 RSU Plan, shall be
500,000. It should be noted that this figure is based on applicable
share capital prior
to the proposed bonus issue outlined at Item 10 above and will be
adjusted in accordance with the terms of the 2008 RSU Plan in the event that the
bonus issue is authorised by shareholders.
|
4
|
Dividends
|
If the
Company declares dividends on its Shares during the vesting period of an Award,
RSUs may be added to Participants’ Awards, equivalent in value to the aggregate
net dividends that they would have received had they been the holders of the
Shares subject to their Awards. Alternatively, the Committee may
provide that the value of such dividend is delivered to the Participant in the
form of cash or Shares.
|
5
|
Adjustment
of awards
|
In the
event of a subdivision of Shares; a declaration of a dividend payable in Shares;
a declaration of a dividend payable in a form other than Shares in an amount
that has a material effect on the price of Shares; a combination or
consolidation of the issued Shares (by reclassification or otherwise) into a
lesser number of Shares; a recapitalization; a capitalisation of profits or
reserves; a rights issue; a reduction of capital; a spin-off or other similar
corporate transaction or event that affects the Shares such that an adjustment
is appropriate in order to prevent dilution or enlargement of the rights of
Participants, the Committee shall make such adjustments as it considers
appropriate to the number and type of Shares available for grant and to the
Awards as provided in the 2008 RSU Plan.
12
|
6
|
Change
in Control etc
|
The
Committee may determine the consequences for Awards in the event of a merger,
takeover or other reorganisation.
|
7
|
Alterations
to the 2008 RSU Plan
|
The Board
may, at any time, amend, alter, suspend, discontinue or terminate the 2008 RSU
Plan or the Committee’s authority to grant Awards under it without the consent
of shareholders of the Company, provided that the prior approval of shareholders
is obtained for any alterations or additions where required by applicable rules
of any stock exchange or other system on which the Shares may be listed or
quoted at the relevant time or by applicable law. No amendment,
alteration, suspension, discontinuation or termination of any Award may
materially and adversely affect the rights of Participants without their
consent.
13
Appendix
2
Summary
of the terms of the ICON plc Employee Share Option Plan 2008 and the ICON plc
Consultants Share Option Plan 2008
Set out
below are the principal features of the Employee Share Option Plan 2008 (“2008
Employee Plan”) and the Consultants Share Option Plan 2008 (“2008 Consultants
Plan”) (together the “2008 Option Plans”).
The 2008
Option Plans are identical in all material respects except with respect to
eligibility (as set out at section 1 below), plan limits (as set out at section
3 below) and individual limits (set out at section 4 below).
References
to “Shares” in this summary are to Ordinary Shares in the Company or American
Depository Receipts.
|
1
|
Eligibility
|
|
1.1
|
2008
Employee Plan
|
The
Compensation Committee of the Board of Directors (the “Committee”) may select
any employee, or any director holding a salaried office or employment with the
Company or a Subsidiary, to receive an award under the 2008 Employee
Plan.
|
1.2
|
2008
Consultants Plan
|
The
Committee may select any consultant or adviser or non-executive director
retained by the Company or any Subsidiary to render services, to receive an
award under the 2008 Consultants Plan.
|
2
|
Key
Terms of Awards
|
Options
may be granted by the Committee giving the individual to whom an option is
granted (“Optionee”) the right to subscribe for Shares in the
Company. The Committee has discretion to determine the number,
vesting requirements and other conditions attached to the awards. All
options granted under the 2008 Option Plans will be nonqualified stock options
for United States income tax purposes. No option may be exercised
more than 10 years from the date of grant. The Committee can provide
for the acceleration and/or forfeiture of options in certain circumstances at
its discretion.
The price
at which an Optionee may exercise his option to subscribe for Shares shall not
be less than 100% of the market value of a Share on the date on which the option
is granted.
Awards are
not transferable, except on death to the Optionee’s legal
representatives. The 2008 Option Plans shall be governed by Irish
law.
No awards
may be granted more than ten years after the 2008 Option Plans are
adopted.
|
3
|
Plan
Limits
|
Awards
under the 2008 Option Plans may be satisfied through the new issue of
Shares.
3.1 2008
Employee Plan
It is
proposed that the total number of Shares reserved for issuance under the 2008
Employee Plan shall be 3,000,000 which maximum limit shall be reduced by any
Shares issued or to be issued pursuant to options granted under the 2008
Consultants Plan (under which a limit of 200,000 Shares applies).
3.2 2008
Consultants Plan
It is
proposed that the total number of Shares reserved for issuance under the 2008
Consultants Plan shall be 200,000.
14
It should
be noted that the share limits referred to above are based on applicable share
capital figures prior
to the proposed bonus outlined at Item 10 above and will be adjusted in
accordance with the terms of the 2008 Option Plans in the event that the bonus
issue is authorised by shareholders.
|
4
|
Individual
Limit
|
The number
of Shares over which an Optionee may be granted options under the 2008 Employee
Plan in a calendar year is limited to 200,000. The 2008 Consultants
Plan does not contain individual limits.
|
5
|
Dividends
|
No
dividends are payable to Optionees prior to the proper exercise of an
option.
|
6
|
Adjustment
of awards
|
In the
event of a subdivision of Shares; a declaration of a dividend payable in Shares;
a declaration of a dividend payable in a form other than Shares in an amount
that has a material effect on the price of Shares; a combination or
consolidation of the issued Shares (by reclassification or otherwise) into a
lesser number of Shares; a recapitalization; a capitalisation of profits or
reserves; a rights issue; a reduction of capital; a spin-off or other similar
corporate transaction or event that affects the Shares such that an adjustment
is appropriate in order to prevent dilution or enlargement of the rights of
Optionees, the Committee shall make such adjustments as it considers appropriate
to the number and type of Shares available for grant and the outstanding options
as provided in the 2008 Option Plans.
The
Committee may modify, extend or assume outstanding Options and accept the
cancellation of Options for the grant of new Options, provided that (save in
respect of a capital reorganisation as referred to above) options will not be
amended or exchanged to lower their exercise price without shareholder
approval.
|
7
|
Change
in Control etc
|
The
Committee may determine the consequences for options awarded under the 2008
Option Plans, in the event of a merger, takeover or other
reorganisation.
|
8
|
Alterations
to the 2008 Option Plans
|
The Board
may, at any time, amend or terminate the 2008 Option Plans, provided that the
prior approval of shareholders is obtained for any alterations or additions
where required by applicable laws, regulations or rules. Plan
amendments may apply to options which have previously been granted under the
2008 Option Plans, but no amendment which would adversely affect the rights of
an Optionee may be made without his/her consent.
15
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 21st
July, 2008 at The Conference Centre, ICON plc Headquarters, South County
Business Park, Leopardstown, Dublin 18, Ireland, 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 21st of July
2008 at 10.00 a.m. at The Conference Centre, ICON plc Headquarters, South County
Business Park, 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 Dr. John Climax
|
[ ]
|
[ ]
|
|
|
3.
|
To
re-elect Mr. Edward Roberts
|
[ ]
|
[ ]
|
|
|
4.
|
To
re-elect Professor Dermot Kelleher
|
[ ]
|
[ ]
|
|
|
5.
|
To
authorise the fixing of the Auditors’ Remuneration
|
[ ]
|
[ ]
|
|
|
SPECIAL
BUSINESS
|
||||
|
6.
|
To
approve the 2008 Employees Restricted Share Unit Plan
|
[ ]
|
[ ]
|
|
|
7.
|
To
approve the Employee Share Option Plan 2008
|
[ ]
|
[ ]
|
|
|
8.
|
To
approve the Consultants Share Option Plan 2008
|
[ ]
|
[ ]
|
|
|
9.
|
To
increase the authorised share capital
|
[ ]
|
[ ]
|
|
|
10.
|
To
approve the capitalisation and bonus issue
|
[ ]
|
[ ]
|
|
|
11.
|
To
authorise the Company to allot shares
|
[ ]
|
[ ]
|
|
|
12.
|
To
disapply the statutory pre-emption rights
|
[ ]
|
[ ]
|
|
|
13.
|
To
authorise the Company to make market purchases of shares
|
[ ]
|
[ ]
|
|
|
14.
|
To
authorise the chairman to have a casting vote
|
[ ]
|
[ ]
|
|
Signed
……………………………………………………………..........................................
ONLY ONE JOINT HOLDER TO SIGN, (SEE
NOTES OVERLEAF)
16
ATTENDANCE
CARD
ICON
PLC
|
Attendance
Card for Annual General Meeting to be held on the 21st
of July, 2008
at The Conference Centre, ICON plc Headquarters, South County Business
Park, Leopardstown, Dublin 18, Ireland, 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, Ireland, 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.
|
17
Exhibit 99.2
|
Please
mark
|
x | |
|
your
votes as
|
||
|
indicated
in
|
||
|
this
example
|
|
ORDINARY
BUSINESS
|
FOR
|
AGAINST
|
SPECIAL
BUSINESS
|
FOR
|
AGAINST
|
FOR
|
AGAINST
|
||||||
|
1.
To receive the Accounts and Reports
|
o
|
o
|
6.
To approve the 2008 Employees Restricted
Share Unit Plan
|
o
|
o
|
11.
To authorise the Company to allot shares
|
o
|
o
|
|||||
|
2.
To re-elect Dr. John Climax
|
o
|
o
|
7.
To approve the Employee Share Option
Plan 2008
|
o
|
o
|
12.
To disapply the statutory pre-emption
rights
|
o
|
o
|
|||||
|
3.
To re-elect Mr. Edward Roberts
|
o
|
o
|
8.
To approve the Consultants Share Option
Plan 2008
|
o
|
o
|
13.
To authorise the Company to make market
purchases of shares
|
o
|
o
|
|||||
|
4.
To re-elect Professor Dermot Kelleher
|
o
|
o
|
9.
To increase the authorised share capital
|
o
|
o
|
14.
To authorise the chairman to have a casting
vote
|
o
|
o
|
|||||
|
5.
To authorise the fixing of the Auditors’ Remuneration
|
o
|
o
|
10.
To approve the capitalisation and bonus
issue
|
o
|
o
|
|
Signature_________________________________________
Signature_________________________________________
Date________________
|
|
NOTE:
Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
|
FOLD
AND DETACH HERE
|
WE
ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE
VOTING,
|
|
BOTH
ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
|
|
Internet
and telephone voting is available through 11:59 PM Eastern
Time
|
|
on
July 11, 2008.
|
|
Your
Internet or telephone vote authorizes the named proxies to vote your
shares in the same manner
|
|
as
if you marked, signed and returned your proxy
card.
|
|
INTERNET
|
TELEPHONE
|
|
|
https://www.eproxy.com/iclr
|
1-866-580-9477
|
|
|
Use
the Internet to vote your proxy.
|
Use
any touch-tone telephone to
|
|
|
Have
your proxy card in hand
|
OR
|
vote
your proxy. Have your proxy
|
|
when
you access the web site.
|
card
in hand when you call.
|
If you
vote your proxy by Internet or by telephone, you do NOT need to mail back your
proxy card. To vote by mail, mark, sign and date your proxy card and return it
in the enclosed postage-paid envelope.
1
|
ICON
plc
|
|||
|
Instructions
to The Bank of New York, as Depositary
|
|||
|
(Must
be received prior to 5:00 pm on July 11,
2008)
|
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
12, 2008 at the Annual General
Shareholders Meeting of ICON plc to be held on July 21, 2008, 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
“X” 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.
(Continued
and to be marked, dated and signed, on the other side)
|
ICON
PLC
|
|||
|
PROXY
PROCESSING
|
|||
|
Address
Change/Comments
|
PO
BOX 3549
|
||
|
(Mark
the corresponding box on the reverse side)
|
HACKENSACK
NJ 07606-9249
|
||
|
|
|||
|
FOLD
AND DETACH HERE
|
|||
2