SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Date October 10, 2001 CeNeS Pharmaceuticals plc -------------------------------------------------------------------------------- (Translation of registrant's name into English) COMPASS HOUSE VISION PARK CHIVERS WAY HISTON CAMBRIDGE CB4 9ZR UNITED KINGDOM -------------------------------------------------------------------------------- (Address of principal executive office) (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 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| 34427.0001 CeNeS Pharmaceuticals PLC 9 October 2001 CENES PHARMACEUTICALS PLC ("CeNeS " or "the Company") Re Directorate The board of CeNeS yesterday accepted the resignations of Dr Daniel Roach, the Company's chief executive officer, and Mr Martyn Collett, the Company's commercial director, with immediate effect as proposed in the Company's interim results announcement released on 1 October 2001. 9 October 2001 * * * * * 2 CeNeS Pharmaceuticals PLC 9 October 2001 CENES PHARMACEUTICALS PLC (the "Company") Director(s) Shareholding The Company was today informed that the following directors of the Company purchased a total of 499,999 ordinary shares of 10p each in the Company ("Ordinary Shares") on 5th October 2001, and a total of 2,293,887 Ordinary Shares on 8th October 2001. These purchases have been split as follows: Director/ Date(s) of Number of Ordinary Purchase price per % interest following Number interest Shareholder purchase Shares purchased Ordinary Share (p) purchase(s) following purchase(s) ----------- -------- ---------------- ------------------ ----------- --------------------- A.G. Goodman 5 Oct 2001 166,666 10 1/4 5.32 8,551,471* 8 Oct 2001 729,562 9 1/2 Dr D. J. Roach 5 Oct 2001 166,666 10 1/4 5.32 8,551,471* 8 Oct 2001 729,562 9 1/2 N. R. Clark 8 Oct 2001 52,600 9 1/2 0.03 52,600 M. Collett 8 Oct 2001 52,600 9 1/2 0.04 56,661 ATM 5 Oct 2001 166,667 10 1/4 4.77 7,655,243* 8 Oct 2001 729,563 9 1/2 Note: * 7,655,243 of these Ordinary Shares are held by ATM Global Investments Limited ("ATM"), a company controlled by A.G. Goodman and Dr D. J. Roach. 9 October 2001 * * * * * 3 CeNeS Pharmaceuticals PLC 9 October 2001 TO: CITY EDITORS 9th October, 2001 FOR IMMEDIATE RELEASE CeNeS Pharmaceuticals PLC Additional Listing Application has today been made to the UK Listing Authority for the admission to the Official List and to the London Stock Exchange for the admission to trading of 9,149,885 Ordinary Shares of 10 pence each in the capital of CeNeS Pharmaceuticals Plc ("CeNeS"). As announced with the interim results released on 1 October 2001, the shares have been subscribed for by Elan Corporation ("Elan"), at a price of 16.5 pence per share, in connection with an extension to the scope of the M6G/Medipad business venture agreement between CeNeS and Elan, whereby additional rights to M6G have been assigned by CeNeS to the business venture. The Shares will rank pari passu in all respects with the existing Ordinary Shares of 10 pence each. * * * * * 4 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. CENES PHARMACEUTICALS PLC Date: October 10, 2001 By: /s/ Neil Clark ------------------------------------ Name: Neil Clark Title: Chief Operating Office and Finance Director 5