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)

 

 

 

Delaware   06-1376651

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

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:

 

Large accelerated filer

     Accelerated filer  

Non-accelerated filer

     Smaller reporting company  
     Emerging growth company  

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

 

 

Title of Securities to Be Registered  

Amount

to Be

Registered(1)

 

Proposed

Maximum

Offering Price

per Share(2)

 

Proposed

Maximum

Aggregate

Offering Price(2)

 

Amount of

Registration Fee

Common Stock issuable under the 2010 Equity Incentive Plan (par value $0.0001 per share)

 

8,300,000

shares(3)

  $23.14   $192,062,000   $23,278

Common Stock issuable under the 2004 Employee Stock Purchase Plan (par value $0.0001 per share)

 

600,000

shares(4)

  $23.14   $13,884,000   $1,683

Total

 

8,900,000

shares

  N/A   $205,946,000   $24,961

 

 

 

(1)

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 Registrant’s 2010 Equity Incentive Plan (the “2010 Plan”) or the Registrant’s 2004 Employee Stock Purchase Plan (the “2004 Plan”) as a result of any stock split, stock dividend, recapitalization or similar event.

(2)

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 Registrant’s Common Stock on July 26, 2019, as reported on The Nasdaq Global Select Market.

(3)

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 Registrant’s stockholders at the Registrant’s 2019 Annual Meeting of Stockholders.

(4)

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 Registrant’s stockholders at the Registrant’s 2019 Annual Meeting of Stockholders.


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 September 22, 2006 September 28, 2007 September 5, 2008 August 5, 2009 August 9, 2010 August 10, 2011 August 19, 2011 August 8, 2012 August 6, 2013 August 5, 2014 November 12, 2015 August 12, 2016 August  8, 2017 and August 14, 2018 respectively, are incorporated by reference herein.

Item 8. Exhibits

 

Exhibit

Number

  

Description

4.1    Amended and Restated Certificate of Incorporation, as Amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2015).
4.2    Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed September 12, 2013).
4.3    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).
5.1    Opinion of Cooley LLP.
23.1    Consent of Independent Registered Public Accounting Firm.
23.2    Consent of Cooley LLP. Reference is made to Exhibit 5.1 .
24.1    Power of Attorney is contained on the signature pages .
99.1 a    2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed June 28, 2019).
99.2 a    2004 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed June 28, 2019).

 

a

Indicates management contract or compensatory plan or arrangement.


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.

 

ACADIA PHARMACEUTICALS INC.
By:   /s/ Stephen R. Davis
  Stephen R. Davis
  Chief Executive Officer


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.

 

Signature

  

Title

 

Date

/s/ Stephen R. Davis

STEPHEN R. DAVIS

  

Chief Executive Officer, Director

(Principal Executive Officer)

  August 2, 2019

/s/ Elena H. Ridloff

ELENA H. RIDLOFF

  

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

  August 2, 2019

/s/ Eric Miller

ERIC MILLER

  

Senior Director and Controller

(Principal Accounting Officer)

  August 2, 2019

/s/ Stephen R. Biggar

STEPHEN R. BIGGAR

   Chairman of the Board   August 2, 2019

/s/Julian Baker

JULIAN BAKER

   Director   August 2, 2019

/s/ Laura A. Brege

LAURA A. BREGE

   Director   August 2, 2019

/s/ James Daly

JAMES DALY

   Director   August 2, 2019

/s/ Edmund Harrigan

EDMUND HARRIGAN

   Director   August 2, 2019

/s/ Daniel B. Soland

DANIEL B. SOLAND

   Director   August 2, 2019

Exhibit 5.1

 

LOGO

Sean M. Clayton

+1 858 550 6034

sclayton@cooley.com

August 2, 2019

ACADIA Pharmaceuticals Inc.

3611 Valley Centre Drive, Suite 300

San Diego, CA 92130

Ladies and Gentlemen:

You have requested our opinion, as counsel to ACADIA Pharmaceuticals Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to 8,900,000 shares of the Company’s common stock, $0.0001 par value (the “Shares”), including up to 8,300,000 shares issuable pursuant to the Company’s 2010 Equity Incentive Plan (the “Incentive Plan”) and up to 600,000 shares issuable pursuant to the Company’s 2004 Employee Stock Purchase Plan (together with the Incentive Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Plans, the Company’s 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 and the conformity to originals of all documents submitted to us as copies 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 General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

/s/ Sean M. Clayton

Sean M. Clayton

Cooley LLP    4401 Eastgate Mall    San Diego, CA    92121

t: (858) 550-6000    f: (858) 550-6420    cooley.com

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the ACADIA Pharmaceuticals Inc. 2010 Equity Incentive Plan and 2004 Employee Stock Purchase Plan of our reports dated February 26, 2019, with respect to the consolidated financial statements and schedule of ACADIA Pharmaceuticals Inc. and the effectiveness of internal control over financial reporting of ACADIA Pharmaceuticals Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

August 2, 2019