As filed with the Securities and Exchange Commission on August 8, 2012
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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3911 Sorrento Valley Boulevard
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.
3911 Sorrento Valley Boulevard
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.
3911 Sorrento Valley Boulevard
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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¨
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Accelerated filer
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x
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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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$1.55
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$232,500
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$27
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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 Registrant’s 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(e) under the Securities Act. The price per
share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock on August 6, 2012, 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 Registrant’s 2004 Employee Stock Purchase Plan (the
“2004 ESPP”) on June 8, 2012, pursuant to an “evergreen” provision contained in the 2004 ESPP. Pursuant to such provision, on the date of the Registrant’s 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 Registrant’s board of directors.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 333-168667 AND NO. 333-176212
The contents of Registration Statements on Form S-8 No. 333-168667, as amended, and No. 333-176212 filed with the
Securities and Exchange Commission on August 9, 2010 and August 10, 2011, 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. (1)
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4.2
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Amended and Restated Bylaws. (2)
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4.3
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Form of common stock certificate of the Registrant. (3)
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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. (4)
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(1)
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Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 10, 2011, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed December 17, 2009, and incorporated herein by reference.
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(3)
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Filed as Exhibit 4.1 to Registration Statement on Form S-1 (File No. 333-52492), filed with the Commission on December 21, 2000, and incorporated herein by
reference.
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(4)
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Filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-113137), filed with the Commission on May 19,
2004, and incorporated herein by reference.
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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 8, 2012.
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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 T
HOMAS
H. A
ASEN
, 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 S. Hacksell
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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August 8, 2012
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U
LI
H
ACKSELL
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/s/ Thomas H. Aasen
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Executive Vice President, Chief Financial Officer,
Chief Business Officer and Treasurer
(Principal Financial and Accounting
Officer)
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August 8, 2012
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T
HOMAS
H. A
ASEN
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/s/ Leslie L. Iversen
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Chairman of the Board
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August 8, 2012
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L
ESLIE
L. I
VERSEN
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/s/ Michael T. Borer
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Director
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August 8, 2012
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M
ICHAEL
T. B
ORER
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/s/ Laura A. Brege
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Director
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August 8, 2012
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L
AURA
A. B
REGE
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/s/ Mary Ann Gray
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Director
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August 8, 2012
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M
ARY
A
NN
G
RAY
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/s/ Lester J. Kaplan
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Director
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August 8, 2012
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L
ESTER
J. K
APLAN
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/s/ Torsten Rasmussen
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Director
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August 8, 2012
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T
ORSTEN
R
ASMUSSEN
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/s/ William M. Wells
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Director
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August 8, 2012
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W
ILLIAM
M. W
ELLS
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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. (1)
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4.2
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Amended and Restated Bylaws. (2)
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4.3
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Form of common stock certificate of the Registrant. (3)
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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. (4)
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(1)
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Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 10, 2011, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed December 17, 2009, and incorporated herein by reference.
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(3)
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Filed as Exhibit 4.1 to Registration Statement on Form S-1 (File No. 333-52492), filed with the Commission on December 21, 2000, and incorporated herein by
reference.
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(4)
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Filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-113137), filed with the Commission on May 19,
2004, and incorporated herein by reference.
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Exhibit 5.1
Sean M. Clayton
T: +1 858 550 6034
sclayton@cooley.com
August 8, 2012
ACADIA Pharmaceuticals Inc.
3911 Sorrento Valley Boulevard
San Diego, CA
92121
Ladies and Gentlemen:
You
have requested our opinion with respect to certain matters in connection with the filing by ACADIA Pharmaceuticals Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration
Statement”) with the Securities and Exchange Commission, covering the registration of 150,000 shares of the Company’s Common Stock, $0.0001 par value, for issuance pursuant to the Company’s 2004 Employee Stock Purchase Plan (the
“Plan”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the
Plan, the Company’s Amended and Restated Certificate of Incorporation, as amended, its Amended and Restated Bylaws and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness
thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the federal laws of the United States and
the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that,
when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, the Shares will be validly issued, fully paid and nonassessable.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
ACADIA Pharmaceuticals Inc.
August 8, 2012
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
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By:
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/s/ Sean M. Clayton
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Sean M. Clayton
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4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM