FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Report
of Foreign Private Issuer
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Pursuant
to Rule 13a - 16 under
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the
Securities Exchange Act of
1934
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For
the month of June 2009
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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):82N/A
EXHIBIT
LIST
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Exhibit
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Description
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99.1
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Notice
of Annual General Meeting of ICON plc dated June 10, 2009 with Form of
Proxy and Attendance Card
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99.2
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Proxy
Card
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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.
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ICON
plc
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Date
17 June 2009
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/s/
Peter Gray
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Peter
Gray
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Chief
Executive
Officer
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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.
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 *,
Dr. Bruce
Given *,
Professor
Dermot Kelleher *,
Dr.
Anthony Murphy *
* Non-Executive
South
County Business Park,
Leopardstown,
Dublin
18,
Ireland.
10th
June, 2009
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 5 of this document,
which will be held at ICON plc Headquarters, South County Business Park,
Leopardstown, Dublin 18, Ireland on the 20th day of
July, 2009 at 8.30 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 Dr. Anthony
Murphy to the Board and I include some background information regarding Dr.
Murphy’s appointment in the following paragraph. In addition, your Board
proposes, as special business, Resolutions 6-8, which are summarised
below.
Resolution
4 – Background information regarding proposed re-election of Dr. Anthony
Murphy
On 24th April
2009, Dr. Anthony Murphy was appointed to the Board of ICON plc as a
non-executive director. Dr. Murphy 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. Dr. Murphy recently retired his position as Senior Vice
President, Human Resources, at Eli Lilly and Company, where he had a
distinguished career which spanned almost thirty years. He previously
held a variety of senior personnel positions for the sales and marketing,
administration and manufacturing operations of Eli Lilly Europe, North America
and Japan. Prior to joining Eli Lilly, he lectured in industrial
relations and worked as a consultant and researcher at the University of Bath,
England. He is a fellow of the Institute of Personnel and Development
(U.K.) and a Chartered Psychologist.
2
Resolution
6 – General authority to allot shares
Resolution
6 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
7 - The dis-application of statutory pre-emption rights
Resolution
7 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 7 is conditional upon the passing of
Resolution 6 and follows the established best practice of renewing such
authority on an annual basis. The Company requests this authority
annually.
Resolution
8 – Authorisation of Market Purchases of the Company’s Shares and Re-issue of
Treasury Shares
Resolution
8 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 2009 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 8, 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
8 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 2009 or 18 months from the date of the passing of the
Resolution. Again this resolution is proposed annually.
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 effective, the Form of
Proxy duly completed and signed together with any authority under which it is
executed must be deposited with the Company’s Depositary BNYM Shareholder Services, PO box
3549, S Hackensack NJ 07606-9249 as of 5.00 pm on 10th July, 2009. The completion and lodging
of the Form of Proxy will not prevent you from attending the meeting should you
so wish.
3
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 4,293,244 Ordinary Shares on 31st May
2009, representing approximately 7.3% of the issued ordinary share capital of
the Company.
Yours
sincerely,
Dr. John
Climax,
Chairman
4
NOTICE OF ANNUAL GENERAL
MEETING
NOTICE is hereby given that
the Annual General Meeting of the Company will be held at ICON plc Headquarters,
South County Business Park, Leopardstown, Dublin 18, Ireland on 20th day of
July, 2009 at 8.30 a.m.
ORDINARY
BUSINESS
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1.
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To
receive and consider the accounts for the year ended 31st
December, 2008 and the reports of the Directors and auditors
thereon.
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2.
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To
re-elect Dr. Ronan Lambe 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. Peter Gray 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 Dr. Anthony Murphy 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 an
ordinary resolution:
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6.
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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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7.
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“That,
subject to the passing of Resolution 6, 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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5
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8.
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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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(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
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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 20th
January, 2011, 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.”
6
By the
Order of the Board.
Ciaran
Murray
Secretary
Registered
Office:
South
County Business Park,
Leopardstown,
Dublin
18
10th June,
2009
Notes to the Proxy
Card
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1
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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 the meeting should they so
wish.
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2
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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 must be deposited with the Company’s Depositary BNYM Shareholder Services, PO
box 3549, S Hackensack NJ 07606-9249 as of 5.00 pm on 10th July,
2009
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3
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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.
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4
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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.
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7
Exhibit 99.2
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Please
mark
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RESTRICTED
SCAN LINE AREA
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your
votes as
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x
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indicated
in
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this
example
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FOR
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AGAINST
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FOR
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AGAINST
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ORDINARY
BUSINESS
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SPECIAL BUSINESS |
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1.
To receive the Accounts and Reports
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o
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o
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6.
To authorise the Company to allot shares
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o
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o
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2.
To re-elect Dr. Ronan
Lambe
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o
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o
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7.
To disapply the statutory pre-emption
rights
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o
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o
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3.
To re-elect Mr. Peter
Gray
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o
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o
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8.
To authorise the Company to make market
purchases of shares
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o
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o
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4.
To re-elect Dr.
Anthony Murphy
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o
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o
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5.
To authorise the fixing of the Auditors’ Remuneration
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o
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o
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Here for Address
Change or
Comments
SEE
REVERSE
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o
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Signature____________________________________________ Signature____________________________________________
Date________________
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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.
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^
FOLD AND DETACH HERE ^
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ICON
plc
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WO
53426
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ICON
plc
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Instructions
to The Bank of New York Mellon,
as Depositary
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(Must
be received prior to 5:00 pm on July 10,
2009)
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The
undersigned registered holder of American Depositary Receipts hereby requests
and instructs The Bank
of New York Mellon, 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 10, 2009 at the Annual
General ShareholdersʼE Meeting of ICON plc to be held on July 20, 2009, 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)
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Address
Change/Comments
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BNYM
SHAREHOLDER SERVICES
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(Mark
the corresponding box on the reverse side)
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PO
BOX 3549
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S
HACKENSACK NJ 07606-9249
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^
FOLD AND DETACH HERE
^
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WO 53426