Radius Health, Inc. (Form: S-8, Received: 04/28/2014 16:22:41)

As filed with the Securities and Exchange Commission on April 28, 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

Radius Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware		80-0145732
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

201 Broadway, 6 th Floor Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

2011 Equity Incentive Plan

(Full Title of the Plan)

Robert E. Ward
Chief Executive Officer
201 Broadway, 6 th Floor

Cambridge, Massachusetts 02139
(Name and Address of Agent For Service)

(617) 551-4700

(Telephone Number, Including Area Code, of Agent For Service)

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, $.0001 par value per share	2,676,364 shares	(2)	$	14.004	(3)	$	37,479,801	(3)	$	4,828

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Consists of an additional 2,676,364 shares of common stock issuable under the 2011 Equity Incentive Plan, as amended (the “Plan”), pursuant to the terms of such plan. The number of shares reflect the one-for-2.28 reverse stock split, which was effected on April 24, 2014.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended. Our common stock is not traded on any national securities exchange or quotation service. The offering price was estimated based upon a per share amount of $14.004, the minimum price at which participants under the Plan party to the Fourth Amended and Restated Stockholders’ Agreement, dated February 14, 2014, by and among the Company and the Stockholders listed therein, as amended, agreed to sell their shares of common stock until the common stock is registered on a national securities exchange. This per share amount is greater than the book value (which is negative) and the estimated fair value of the common stock.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,676,364 shares of the Registrant’s common stock to be issued pursuant to Registrant’s 2011 Stock Incentive Plan and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The number of shares reflects the one-for-2.28 reverse stock split, which was effected on April 24, 2014.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-177800, filed by the Registrant on November 7, 2011, relating to the Registrant’s 2011 Stock Incentive Plan.

Item 8. Exhibits

The Exhibit Index immediately preceding the exhibits is incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Cambridge, Massachusetts, on this 28 th day of April, 2014

	RADIUS HEALTH, INC.

	By:	/s/ Robert E. Ward
		Robert E. Ward
		Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Radius Health, Inc., hereby severally constitute and appoint Robert E. Ward and B. Nicholas Harvey, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and 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 or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Robert E. Ward	Director, President and Chief Executive Officer
Robert E. Ward	(Principal executive officer)	April 28, 2014

/s/ B. Nicholas Harvey	Chief Financial Officer (Principal
B. Nicholas Harvey	financial and accounting officer)	April 28, 2014

/s/ Alan H. Auerbach
Alan H. Auerbach	Director	April 28, 2014

/s/ Owen Hughes
Owen Hughes	Director	April 28, 2014

/s/ Ansbert K. Gadicke
Ansbert K. Gadicke	Director	April 28, 2014

/s/ Kurt C. Graves
Kurt C. Graves	Director	April 28, 2014

/s/ Martin Münchbach
Martin Münchbach	Director	April 28, 2014

/s/ Elizabeth Stoner
Elizabeth Stoner	Director	April 28, 2014

/s/ Morana Jovan-Embiricos
Morana Jovan-Embiricos	Director	April 28, 2014

INDEX TO EXHIBITS

Number		Description
4.1(1)		Restated Certificate of Incorporation of the Registrant
4.2(2)		Amended and Restated By-Laws of the Registrant
5		Opinion of Latham & Watkins LLP, counsel to the Registrant
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5)
23.2		Consent of Ernst & Young LLP
24		Power of attorney (included on the signature pages of this registration statement)
99.1(3)		2011 Equity Incentive Plan, as amended

(1) Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, filed on April 25, 2014 (File No. 333-194150) and incorporated herein by reference.

(2) Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on February 21, 2014 (File No. 001-35726) and incorporated herein by reference.

(3) Previously filed with the Securities and Exchange Commission as Exhibit 10.84 to the Registrant’s Registration Statement on Form S-1, filed on April 21, 2014 (File No. 333-194150) and incorporated herein by reference.

Exhibit 5

	John Hancock Tower, 20th Floor
	200 Clarendon Street
	Boston, Massachusetts 02116
	Tel: +1.617.948.6000 Fax: +1.617.948.6001
	www.lw.com

	FIRM / AFFILIATE OFFICES
	Abu Dhabi	Moscow
	Barcelona	Munich
April 28, 2014	Beijing	New Jersey
	Boston	New York
	Brussels	Orange County
	Chicago	Paris
	Doha	Riyadh
	Dubai	Rome
	Frankfurt	San Diego
	Hamburg	San Francisco
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

Radius Health, Inc.

201 Broadway, 6th Floor

Cambridge, MA 02139

Re: Registration Statement on Form S-8 with respect to 2,676,364 shares of Common Stock, par value $.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to Radius Health, Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a registration statement on Form S—8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the issuance of up to 2,676,364 shares of the Company’s common stock, par value $.0001 per share (the “ Shares ”), which may be issued pursuant to the Company’s 2011 Equity Incentive Plan, as amended (the “ Plan ”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “ DCGL ”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when either (i) the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers or (ii) certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company against payment therefor in the circumstances contemplated by the Plan, assuming that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary

corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided for in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

	Very truly yours,

	/s/ LATHAM & WATKINS LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 2011 Equity Incentive Plan of Radius Health, Inc. of our report dated February 26, 2014, (except Note 19, as to which the date is April 2, 2014 and Note 2, as to which the date is April 25, 2014) with respect to the financial statements of Radius Health, Inc. included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

April 28, 2014