Securities Registration: Employee Benefit Plan (s-8)
August 05 2014 - 4:24PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 5, 2014
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACADIA
PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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06-1376651
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(State or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S. Employer Identification No.)
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11085 Torreyana Road, Suite 100
San Diego, CA 92121
(858) 558-2871
(Address
of Principal Executive Offices, Including Zip Code)
ACADIA
Pharmaceuticals Inc.
2004 E
MPLOYEE
S
TOCK
P
URCHASE
P
LAN
(Full Title of the Plan)
Uli Hacksell, Ph.D.
President and Chief Executive Officer
ACADIA Pharmaceuticals Inc.
11085 Torreyana Road, Suite 100
San Diego, CA 92121
(Name
and Address of Agent for Service)
(858) 558-2871
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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Glenn F. Baity
Vice President, General Counsel & Secretary
ACADIA Pharmaceuticals Inc.
11085 Torreyana Road, Suite 100
San Diego, CA 92121
(858)
558-2871
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L. Kay Chandler, Esq.
Sean M. Clayton, Esq.
Cooley
LLP
4401 Eastgate Mall
San
Diego, CA 92121
(858) 550-6000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934:
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to Be Registered
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Amount to Be
Registered (1)
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Proposed
Maximum
Offering
Price
per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration
Fee
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Common Stock issuable under the 2004 Employee Stock Purchase Plan (par value $0.0001 per
share)
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150,000
shares(3)
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$20.28
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$3,042,000
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$391.81
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also registers any additional shares of the Registrants common stock, par value
$0.0001 per share (the Common Stock), as may become issuable under the plan as a result of any stock split, stock dividend, recapitalization or similar event.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based upon the
average of the high and low prices of Registrants Common Stock on August 4, 2014, as reported on The NASDAQ Global Market.
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(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrants 2004 Employee Stock Purchase Plan (the 2004 ESPP) on June 6, 2014,
pursuant to an evergreen provision contained in the 2004 ESPP. Pursuant to such provision, on the date of the Registrants annual stockholders meeting, the number of shares authorized for issuance under the 2004 ESPP is
automatically increased by a number equal to the least of: one percent of the number of shares of Common Stock outstanding on the record date for the annual stockholders meeting; 150,000 shares of Common Stock; or a lesser number of shares of
Common Stock that may be determined by the Registrants board of directors.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 333-168667, NO. 333-176212, NO.
333-183151, AND NO. 333-190400
The contents of Registration Statements on Form S-8 No. 333-168667, as amended, No. 333-176212, No. 333-183151, and
No. 333-190400 originally filed with the Securities and Exchange Commission on August 9, 2010, August 10, 2011, August 8, 2012, and August 6, 2013 respectively, are incorporated by reference herein.
Item 8. Exhibits
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation, as Amended (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q, filed August 10, 2011).
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4.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed September 12, 2013).
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4.3
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Form of common stock certificate of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement No. 333-52492, filed December 21, 2000).
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5.1
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Opinion of Cooley
LLP
.
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23.1
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Consent of PricewaterhouseCoopers
LLP
, Independent Registered Public Accounting Firm.
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23.2
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Consent of Cooley
LLP
. Reference is made to Exhibit 5.1.
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24.1
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Power of Attorney is contained on the signature pages.
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99.1
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2004 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to Registration Statement No. 333-113137, filed May 19, 2004).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on August 5, 2014.
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ACADIA P
HARMACEUTICALS
I
NC
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By:
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/s/ Uli Hacksell
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Uli Hacksell, Ph.D.
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President and Chief Executive Officer
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POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person whose signature appears below constitutes and appoints U
LI
H
ACKSELL
, P
H
.D. and G
LENN
F. B
AITY
, and each of them,
his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Uli Hacksell
U
LI
H
ACKSELL
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President, Chief Executive
Officer and
Director
(Principal Executive Officer)
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August 5, 2014
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/s/ Stephen Davis
S
TEPHEN
D
AVIS
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Executive Vice President, Chief
Financial
Officer and Chief
Business Officer
(Principal
Financial and
Accounting Officer)
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August 5, 2014
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/s/ Leslie L. Iversen
L
ESLIE
L. I
VERSEN
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Chairman of the Board
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August 5, 2014
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/s/ Stephen Biggar
S
TEPHEN
B
IGGAR
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Director
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August 5, 2014
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/s/ Michael T. Borer
M
ICHAEL
T. B
ORER
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Director
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August 5, 2014
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/s/ Laura A. Brege
L
AURA
A. B
REGE
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Director
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August 5, 2014
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/s/ Mary Ann Gray
M
ARY
A
NN
G
RAY
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Director
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August 5, 2014
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/s/ Lester J. Kaplan
L
ESTER
J. K
APLAN
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Director
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August 5, 2014
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/s/ Torsten Rasmussen
T
ORSTEN
R
ASMUSSEN
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Director
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August 5, 2014
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/s/ William M. Wells
W
ILLIAM
M. W
ELLS
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Director
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August 5, 2014
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation, as Amended (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q, filed August 10, 2011).
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4.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed September 12, 2013).
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4.3
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Form of common stock certificate of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement No. 333-52492, filed December 21, 2000).
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5.1
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Opinion of Cooley
LLP
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23.1
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Consent of PricewaterhouseCoopers
LLP
, Independent Registered Public Accounting Firm.
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23.2
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Consent of Cooley
LLP
. Reference is made to Exhibit 5.1.
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24.1
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Power of Attorney is contained on the signature pages.
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99.1
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2004 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to Registration Statement No. 333-113137, filed May 19, 2004).
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