Securities Registration: Employee Benefit Plan (s-8)
August 02 2019 - 4:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 2, 2019
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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3611 Valley Centre Drive, Suite 300
San Diego, CA 92130
(858) 558-2871
(Address
of Principal Executive Offices, Including Zip Code)
ACADIA Pharmaceuticals Inc.
2010 EQUITY INCENTIVE PLAN
2004 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Austin D. Kim
Executive
Vice President, General Counsel & Secretary
ACADIA Pharmaceuticals Inc.
3611 Valley Centre Drive, Suite 300
San Diego, CA 92130
(Name
and Address of Agent for Service)
(858) 558-2871
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
L.
Kay Chandler, Esq.
Sean M. Clayton, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, CA 92121
(858) 550-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2 of the Securities Exchange Act of 1934:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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 2010 Equity Incentive Plan
(par value $0.0001 per share)
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8,300,000
shares(3)
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$23.14
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$192,062,000
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$23,278
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Common Stock issuable under the 2004 Employee Stock Purchase
Plan (par value $0.0001 per share)
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600,000
shares(4)
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$23.14
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$13,884,000
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$1,683
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Total
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8,900,000
shares
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N/A
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$205,946,000
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$24,961
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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 Registrants 2010 Equity Incentive Plan (the
2010 Plan) or the Registrants 2004 Employee Stock Purchase Plan (the 2004 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 the Registrants Common Stock on July 26, 2019, as reported on The Nasdaq Global Select
Market.
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(3)
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Represents shares of Common Stock added to the shares authorized for issuance under the 2010 Plan pursuant to
an amendment to such plan approved by the Registrants stockholders at the Registrants 2019 Annual Meeting of Stockholders.
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(4)
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Represents shares of Common Stock added to the shares authorized for issuance under the 2004 Plan pursuant to
an amendment to such plan approved by the Registrants stockholders at the Registrants 2019 Annual Meeting of Stockholders.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The
contents of Registration Statements on Form S-8 No. 333-115956, No. 333-128290, No. 333-137557, No. 333-146398, No. 333-153346, No. 333-161057, No. 333-168667, as amended, No. 333-176212, No. 333-183151,
No. 333-190400, No. 333-197872, No. 333-207971, No. 333-213109, No. 333-219785 and No.
333-226834 originally filed with the Securities and Exchange Commission on
May 27, 2004
,
September 13, 2005
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September 22, 2006
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September 28, 2007
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September 5, 2008
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August 5, 2009
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August 9, 2010
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August 10, 2011
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August 19, 2011
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August 8, 2012
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August 6, 2013
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August 5, 2014
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November 12, 2015
,
August 12, 2016
,
August
8, 2017
and
August 14, 2018
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 6, 2015).
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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 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
a
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2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed June
28, 2019).
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99.2
a
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2004 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form 8-K,
filed June 28, 2019).
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a
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Indicates management contract or compensatory plan or arrangement.
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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 2, 2019.
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ACADIA PHARMACEUTICALS INC.
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By:
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/s/ Stephen R. Davis
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Stephen R. Davis
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints STEPHEN R. DAVIS and AUSTIN D. KIM, 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/ Stephen R. Davis
STEPHEN R. DAVIS
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Chief Executive Officer, Director
(Principal
Executive Officer)
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August 2, 2019
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/s/ Elena H. Ridloff
ELENA H. RIDLOFF
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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August 2, 2019
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/s/ Eric Miller
ERIC MILLER
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Senior Director and Controller
(Principal
Accounting Officer)
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August 2, 2019
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/s/ Stephen R. Biggar
STEPHEN R. BIGGAR
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Chairman of the Board
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August 2, 2019
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/s/Julian Baker
JULIAN BAKER
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Director
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August 2, 2019
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/s/ Laura A. Brege
LAURA A. BREGE
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Director
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August 2, 2019
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/s/ James Daly
JAMES DALY
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Director
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August 2, 2019
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/s/ Edmund Harrigan
EDMUND HARRIGAN
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Director
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August 2, 2019
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/s/ Daniel B. Soland
DANIEL B. SOLAND
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Director
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August 2, 2019
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