UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 1-13896
Cusip Number
(Check One): / / Form 10-K /X/ Form 20-F / / Form 11-K / / Form 10-Q / / Form N-SAR / / Form N-CSR
For Period Ended: December 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
________________________________________________________________________________
PART I-- REGISTRANT INFORMATION
Elan Corporation, plc
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Full Name of Registrant
N/A
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Former Name if Applicable
Lincoln House, Lincoln Place
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Address of Principal Executive Office (Street and Number)
Dublin 2, Ireland
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City, State and Zip Code
PART II-- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
/X/ thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III-- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Annual Report on Form 20-F for the fiscal year ended December 31, 2002
has not yet been finalized pending completion of discussions with the
Securities and Exchange Commission described in the press release attached
hereto as Exhibit A.
PART IV-- OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
William F. Daniel 011 353 1 709 4000
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(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). /X/ Yes / / No
3. Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Exhibit B attached hereto.
Elan Corporation, plc
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 30, 2003 By: /s/ Shane M. Cooke
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Name: Shane M. Cooke
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT A
FOR IMMEDIATE RELEASE
Contacts:
Investors: (U.S.) Investors: (Europe) Media:
Jack Howarth Emer Reynolds Sunny Uberoi
Ph: 212-407-5740 Ph: 353-1-709-4000 Ph: 212-994-8206
800-252-3526 00800 28352600 800-252-3526
ELAN TO FILE FOR EXTENSION OF TIME TO FILE
ANNUAL REPORT ON FORM 20-F
Dublin, Ireland, June 26, 2003 -- Elan Corporation, plc (NYSE: ELN) ("Elan")
today announced that it intends to file with the Securities and Exchange
Commission ("SEC") a Form 12b-25 to extend to July 15, 2003, the filing date for
Elan's Annual Report on Form 20-F for fiscal 2002. The delay in filing is the
result of current discussions among Elan and the Office of Chief Accountant and
the Division of Corporation Finance of the SEC regarding the appropriate
accounting treatment, under U.S. Generally Accepted Accounting Principals, for
Elan's qualifying special purpose entities, Elan Pharmaceutical Investments,
Ltd. ("EPIL I"), Elan Pharmaceutical Investments II, Ltd. ("EPIL II") and Elan
Pharmaceutical Investments III, Ltd. ("EPIL III").
The delay in filing the 2002 Form 20-F may cause a technical default under
certain of Elan's debt covenants that require it to provide audited consolidated
financial statements to the holders of the EPIL II and EPIL III notes and Elan's
7 1/4% Senior Notes.
G. Kelly Martin, President and Chief Executive Officer, said, "Elan is fully
cooperating with the SEC and is pursuing all available options for quickly
resolving the SEC discussions and for addressing the impact of those discussions
on Elan's outstanding debt." Mr. Martin continued, "At Elan, we are dedicated to
continuing our efforts to deliver life-changing solutions that enable people to
live healthier, longer lives. As one of the world's leading companies in
research and development for Alzheimer's disease, multiple sclerosis, Crohn's
disease and severe pain therapeutics, we take seriously our commitment to meet
the needs of patients and their families. With such obligations to the world
community at large, as well as our obligations to our shareholders and
employees, we remain highly focused on reaching resolution with the SEC in a
timely manner."
Elan to File for Extension of Time to File Annual Report on Form 20-F
Page 2
Absent Elan curing the technical defaults under its debt covenants by filing
with the SEC its 2002 Form 20-F or absent receiving waivers from the applicable
noteholders, these defaults would become events of default on July 30, 2003
under the EPIL II and EPIL III notes and on September 14, 2003 under the Senior
Notes, which could result in the requisite holders of those notes declaring the
applicable debt to become immediately due and payable. In the event that the
requisite holders of the EPIL II notes, the EPIL III notes or the Senior Notes
determined to accelerate their debt in light of the technical nature of the
default, such acceleration would trigger the cross-acceleration provisions of
all of Elan's other outstanding indebtedness, including its Liquid Yield
Option(TM) Notes. Elan would not be able to satisfy the acceleration of a
significant amount of its outstanding debt.
The proper accounting treatment for EPIL I, EPIL II and EPIL III is also part of
the previously announced investigation by the Enforcement Division of the SEC.
No assurance can be given as to any issues that may arise as a result of that
investigation.
Elan is focused on the discovery, development, manufacturing, sale and
marketing of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and Dublin Stock
Exchanges.
This document contains forward-looking statements about Elan's financial
condition, results of operations and business prospects that involve substantial
risks and uncertainties. You can identify these statements by the fact that they
use words such as "anticipate", "estimate", "project", "envisage", "intend",
"plan", "believe" and other words and terms of similar meaning in connection
with any discussion of future operating or financial performance or events.
Among the factors that could cause actual results to differ materially from
those described herein are the following: the outcome and timing of Elan's
current discussions with the Office of Chief Accountant and the Division of
Corporation Finance of the SEC and the impact those discussions might have on
Elan's financial statements previously filed with the SEC and on Elan's
previously announced financial results, including a restatement of those
financial statements; the ability of Elan to complete its audited consolidate
financial statements and to file with the SEC its 2002 Annual Report on Form
20-F on a timely basis and the impact that any delay may have on certain of
Elan's indebtedness; the ability of Elan to obtain from the holders of certain
of its indebtedness waivers relating to any covenant defaults that may result
from Elan's inability to timely complete its audited consolidated financial
statements and to timely file with the SEC its 2002 Form 20-F and the actions
that those holders might take in response to that inability; and the outcome of
the ongoing SEC investigation and shareholder litigation and the impact that
Elan's current discussions with the SEC might have on the litigation. 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, 2001, 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.
EXHIBIT B
With the exception of any impact that the resolution of ongoing discussions
among Elan Corporation, plc ("Elan") and the Office of Chief Accountant and the
Division of Corporation Finance of the Securities and Exchange Commission may
have on Elan's accounting, under U.S. Generally Accepting Accounting Principles,
for its qualified special purpose entities, Elan Pharmaceutical Investments,
Ltd., Elan Pharmaceutical Investments II, Ltd. and Elan Pharmaceutical
Investments III, Ltd., Elan anticipates no material changes in its consolidated
financial statements which were presented in Elan's fourth-quarter and year-end
2002 news release on February 5, 2003.