FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of November, 2003
Commission File Number 001-13896
Elan Corporation, plc
(Translation of registrant's name into English)
Lincoln House, Lincoln Place, Dublin 2, Ireland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F /X/ 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 / / 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 / / 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 / / No /X/
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
This Report of Foreign Issuer on Form 6-K is incorporated by reference into the
Post-Effective Amendments on Forms F-3 and S-8 to Form F-4 Registration
Statement of Elan Corporation, plc (Registration No. 333-12756), the
Registration Statement on Form F-3 of Elan Corporation, plc and Athena
Neuroscience Finance, LLC (Registration No. 333-13130), and the Registration
Statements on Form S-8 of Elan Corporation, plc (Registration Nos. 333-13996,
333-12344, 333-11940, 333-09644, 333-09284, 333-09048, 333-08384, 333-07361,
333-07136, 333-14240, 33-27506 and 333-100252).
EXHIBIT LIST
Exhibit Description
99.1 Press release dated November 5, 2003 titled:
Elan closes offering of 35 million ordinary shares.
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.
ELAN CORPORATION, plc
By: /s/ William F. Daniel
William F. Daniel
Company Secretary
Date: November 6, 2003
Exhibit 99.1
Not for release in Australia, Canada or Japan
FOR IMMEDIATE RELEASE
Investors: Media:
Emer Reynolds Anita Kawatra
Ph: 353-1-709-4000 Ph: 212-407-5755
800-252-3526 800-252-3526
ELAN CLOSES OFFERING OF 35 MILLION ORDINARY SHARES
DUBLIN, IRELAND, NOVEMBER 5, 2003 - Elan Corporation, plc (NYSE: ELN) ("Elan")
announced today that it has completed the offering and sale of 35 million
Ordinary Shares at a price of $4.95 per share. Elan also announced that it
expects to complete the offering of 6.5% Convertible Guaranteed Notes due 2008
(the "Notes") on November 10, 2003, rather than November 11, 2003 as previously
announced. The offering and sale of the Ordinary Shares was made, and the
offering and sale of the Notes is being made, outside the United States to
non-U.S. persons in reliance on Regulation S under the Securities Act of 1933,
as amended (the "Securities Act").
The aggregate gross proceeds of the Ordinary Share offering were approximately
$173.3 million (before deducting commissions and concessions and the expenses of
the offering).
The Ordinary Shares, the Notes, the guarantee of the Notes and the shares to be
issued upon conversion of the Notes have not been and will not be registered
under the Securities Act and, unless so registered, may not be offered, sold or
distributed within the United States or to U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act.
This release does not constitute an offer to sell or the solicitation of an
offer to buy any Notes or Ordinary Shares.
In the United Kingdom, this announcement, in so far as it constitutes an
invitation or inducement to participate in the offering, is directed exclusively
at persons who fall within article 19 or 49 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together
being referred to as "relevant persons"). This announcement, in so far as it
constitutes an invitation or inducement to participate in the offering, must not
be acted on or relied on by persons who are not relevant persons. The securities
referred to in this announcement will be issued only to relevant persons.
Stabilisation/FSA
About Elan
Elan is focused on the discovery, development, manufacturing, sale and marketing
of novel therapeutic products in neurology, severe pain and autoimmune diseases.
Elan shares trade on the New York, London and Irish Stock Exchanges.
This document contains forward-looking statements about Elan's intentions with
respect to the contemplated offerings and the other transactions described
above. You can identify these statements by the fact that they use words such as
"expect", "anticipate", "estimate", "project", "intend", "plan", "believe" and
other words and terms of similar meaning in connection with any discussion of
future events. Among the factors that could cause actual results to differ
materially from those described herein are the following: the risk that Elan
fails to satisfy conditions to the effectiveness of waivers required to complete
the Note offering; the risk that the other customary conditions to the
completion of the Note offering are not satisfied, including those set forth in
the purchase agreement among the Elan, Elan Capital Corp., Ltd. and the lead
manager; the outcome of Elan's recovery plan and its ability to maintain
flexibility and maintain sufficient cash, liquid resources, and investments and
other assets capable of being monetized to meet its liquidity requirements; the
outcome of the ongoing SEC investigation and shareholder litigation; the success
of research and development activities and the speed with which regulatory
authorizations and product launches may be achieved; competitive developments
affecting Elan's current products; the ability to successfully market both new
and existing products; difficulties or delays in manufacturing; the ability to
meet generic and branded competition after the expiration of Elan's patents;
trend towards managed care and health care cost containment; possible
legislation affecting pharmaceutical pricing; exposure to product liability and
other types of lawsuits; Elan's ability to protect its intellectual property;
interest rate and foreign currency exchange rate fluctuations; governmental laws
and regulations affecting domestic and foreign operations, including tax
obligations; general changes in US and Irish generally accepted accounting
principles; growth in costs and expenses; changes in product mix; and the impact
of acquisitions, divestitures, restructurings, product withdrawals and other
unusual items. A further
list and description of these risks, uncertainties and other matters can be
found in Elan's Annual Report on Form 20-F for the fiscal year ended December
31, 2002, and in its Reports of Foreign Issuer on Form 6-K. Elan assumes no
obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise.