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 ended
December, 2012
ICON plc
(Registrant's
name)
0-29714
(Commission file number)
South
County Business Park, Leopardstown, Dublin 18, Ireland
(Address of
principal executive offices)
Brendan Brennan, CFO
South County
Business Park Leopardstown, Dublin 18, Ireland.
Brendan.Brennan@iconplc.com
0011-353-1-291-2000
(Name,
telephone number, email and/or facsmile number and address of Company
contact person)
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 |
ICON plc Press Release issued December 18, 2012. |
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: |
December 18, 2012 |
/s/ Brendan Brennan |
Brendan Brennan |
||
Chief Financial Officer |
Exhibit 99.1
ICON shareholders vote in favour of all resolutions at its Extraordinary General Meeting relating to the proposed conversion to a direct listing of ICON’s shares on NASDAQ
DUBLIN--(BUSINESS WIRE)--December 18, 2012--ICON plc, (NASDAQ:ICLR) (ISIN:IE0005711209), a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries, today announced that all resolutions recommended by the Board at the Extraordinary General Meeting (“EGM”) of the Company, held on 17th December 2012, were duly passed by shareholders. These resolutions, relating to the proposed conversion to a direct NASDAQ listing for ICON Shares, were set out in the Notice of the EGM sent to shareholders on 16th November 2012 and are available on the ICON plc website.
Forms of Proxy were received before the meeting, appointing proxies and giving them the following voting instructions:
TOTAL NUMBER
|
VOTE FOR |
VOTE |
VOTE |
||||||||||||||||
Resolution Number | Number of Votes | Number of Votes | Number of Votes | ||||||||||||||||
1 |
53,406,101 | 53,341,438 | 246 | 64,417 | |||||||||||||||
2** |
53,406,101 |
53,329,851 | 3,081 | 73,169 | |||||||||||||||
3** |
53,406,101 |
53,009,922 | 6,211 | 389,968 |
** Special Resolution. All resolutions are ordinary resolutions unless otherwise stated.
Consequently, the date of delisting from the Irish Stock Exchange is expected to be 30th January 2013 and the expected date of the termination of the current ADR programme is 1st February 2013. The direct trading of ICON Shares on NASDAQ is expected to commence on 4th February 2013.
The information contained in this release is as of 18th December 2012. The statements made in this press release may contain forward-looking statements that involve a number of risks and uncertainties. A description of risks and uncertainties relating to ICON and its business can be found in ICON’s Annual Report for the fiscal year ended December 31, 2011 and in the forms filed with the US Securities and Exchange Commission, including the Forms 20-F, F-1, S-8 and F-3. ICON disclaims any intent or obligation to update these forward-looking statements.
About ICON plc:
ICON plc is a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries. The company specialises in the strategic development, management and analysis of programs that support clinical development - from compound selection to Phase I-IV clinical studies. With headquarters in Dublin, Ireland, ICON currently, operates from 82 locations in 40 countries and has approximately 9,430 employees. Further information is available at www.iconplc.com.
SOURCE: ICON plc
ICON/ICLR-F
CONTACT:
ICON plc
Investor Relations
1-888-381-7923
or
Brendan
Brennan
Chief Financial Officer
+ 353 —1-291-2000
or
Sam
Farthing
VP Investor Relations
+ 353 —1-291-2000