Form S-8

As filed with the Securities and Exchange Commission on September 13, 2005

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.)

 

3911 Sorrento Valley Boulevard

San Diego, CA 92121

(858) 558-2871

(Address of Principal Executive Offices)

 


 

ACADIA Pharmaceuticals Inc.

2004 EQUITY INCENTIVE PLAN

2004 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plans)

 

Uli Hacksell, Ph.D.

Chief Executive Officer

(Name and Address of Agent for Service)

 

(858) 558-2871

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

 


 

Copies to:

 

Glenn F. Baity   D. Bradley Peck
General Counsel   COOLEY GODWARD LLP
ACADIA Pharmaceuticals Inc.   4401 Eastgate Mall
3911 Sorrento Valley Boulevard   San Diego, CA 92121
San Diego, CA 92121   (858) 550-6000
(858) 558-2871    

 


 

CALCULATION OF REGISTRATION FEE


Title of Each Class 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 issuable under the 2004 Equity Incentive Plan (par value $0.0001 per share)

   541,651 shares    $10.20 (2)   $5,524,840(2)   $650

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

   150,000 shares    $10.20 (2)   $1,530,000(2)   $180

Total

   691,651 shares    N/A   $7,054,840   $830

 

(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 plans 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) 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 September 7, 2005 as reported on the Nasdaq National Market.

 



INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENT ON FORM S-8 NO. 333-115956

 

The contents of Registration Statement on Form S-8 No. 333-115956 filed with the Securities and Exchange Commission on May 27, 2004 are incorporated by reference herein.

 

EXHIBITS

 

Exhibit

Number


  

Description


  4.1    Registrant’s Amended and Restated Certificate of Incorporation (1)
  4.2    Registrant’s Amended and Restated Bylaws, as currently in effect (1)
  4.3    Form of Registrant’s common stock certificate (2)
  5.1    Opinion of Cooley Godward LLP
23.1    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2    Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1
99.2    2004 Equity Incentive Plan (1)
99.3    2004 Employee Stock Purchase Plan (1)

 

(1) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-113137), originally filed with the Commission on February 27, 2004, and incorporated herein by reference.

 

(2) Filed as Exhibit 4.1 to Registration Statement on Form S-1 (File No. No. 333-52492), filed with the Commission on December 21, 2000, and incorporated herein by reference.

 

2


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 September 13, 2005.

 

ACADIA PHARMACEUTICALS INC.
By:   /s/    ULI HACKSELL        
   

Uli Hacksell, Ph.D.

Chief Executive Officer

 

3


POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ULI HACKSELL, PH.D. and THOMAS H. AASEN, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 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 substitutes or substitute, 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/    ULI HACKSELL        


ULI HACKSELL

  

Chief Executive Officer and Director

(Principal Executive Officer)

  September 13, 2005

/S/    THOMAS H. AASEN        


THOMAS H. AASEN

  

Vice President, Chief Financial Officer, Treasurer and Secretary

(Principal Financial and Accounting Officer)

  September 13, 2005

/S/    MARK R. BRANN        


MARK R. BRANN

   President, Chief Scientific Officer and Director   September 13, 2005

/S/    LESLIE L. IVERSEN        


LESLIE L. IVERSEN

   Chairman of the Board   September 13, 2005

/S/    GORDON BINDER        


GORDON BINDER

   Director   September 13, 2005

/S/    MICHAEL BORER        


MICHAEL BORER

   Director   September 13, 2005

/S/    MARY ANN GRAY        


MARY ANN GRAY

   Director   September 13, 2005

/S/    LESTER J. KAPLAN        


LESTER J. KAPLAN

   Director   September 13, 2005

/S/    TORSTEN RASMUSSEN        


TORSTEN RASMUSSEN

   Director   September 13, 2005

/S/    ALAN WALTON        


ALAN G. WALTON

   Director   September 13, 2005

 

4


EXHIBIT INDEX

 

Exhibit

Number


  

Description


  4.1    Registrant’s Amended and Restated Certificate of Incorporation (1)
  4.2    Registrant’s Amended and Restated Bylaws, as currently in effect (1)
  4.3    Form of Registrant’s common stock certificate (2)
  5.1    Opinion of Cooley Godward LLP
23.1    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2    Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1
99.2    2004 Equity Incentive Plan (1)
99.3    2004 Employee Stock Purchase Plan (1)

 

(1) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-113137), originally filed with the Commission on February 27, 2004, and incorporated herein by reference.

 

(2) Filed as Exhibit 4.1 to Registration Statement on Form S-1 (File No. No. 333-52492), filed with the Commission on December 21, 2000, and incorporated herein by reference.

 

5

Opinion of Cooley Godward LLP

Exhibit 5.1

 

    ATTORNEYS AT LAW   Broomfield, CO
        720 566-4000
    4401 Eastgate Mall   Palo Alto, CA
    San Diego, CA   650 843-5000
    92121-1909   Reston, VA
    Main   858 550-6000   703 456-8000
    Fax   858 550-6420   San Francisco, CA
    www.cooley.com   415 693-2000
September 13, 2005  

D. BRADLEY PECK

   
   

(858) 550-6012

   
   

bpeck@cooley.com

   

 

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 offering of an aggregate of up to 691,651 shares of the Company’s Common Stock, $.0001 par value, including 541,651 shares (the “Incentive Plan Shares”) issuable pursuant to the Company’s 2004 Equity Incentive Plan (the “Incentive Plan”) and 150,000 shares (the “ESPP Shares”) issuable pursuant to the Company’s 2004 Employee Stock Purchase Plan (the “ESPP”).

 

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Incentive Plan and the ESPP, the Company’s Amended and Restated Certificate of Incorporation and 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 thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

 

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

 

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

 

Very truly yours,

Cooley Godward LLP

By:   /s/    D. BRADLEY PECK        
    D. Bradley Peck
Consent of PricewaterhouseCoopers LLP

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 17, 2005 relating to the consolidated financial statements of ACADIA Pharmaceuticals Inc., which appears in ACADIA Pharmaceuticals Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

/s/ PRICEWATERHOUSECOOPERS LLP

 

PricewaterhouseCoopers LLP

San Diego, California

September 13, 2005