Form S-8

As filed with the Securities and Exchange Commission on September 22, 2006

Registration No. 333-             


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 Titles of the Plans)

 


Uli Hacksell, Ph.D.

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:

 

Glenn F. Baity

General Counsel

ACADIA Pharmaceuticals Inc.

3911 Sorrento Valley Boulevard

San Diego, CA 92121

(858) 558-2871

 

D. Bradley Peck, Esq.

Cooley Godward LLP

4401 Eastgate Mall

San Diego, CA 92121

(858) 550-6000

 


CALCULATION OF REGISTRATION FEE

 


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

   731,815 shares (3)   $ 8.19    $ 5,993,565    $ 641

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

   150,000 shares (4)   $ 8.19    $ 1,228,500    $ 132

Total

   881,815 shares       N/A    $ 7,222,065    $ 773

(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)(1) 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 21, 2006, as reported on the Nasdaq Global Market.
(3) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2004 Equity Incentive Plan (the “2004 EIP”) on June 13, 2006, pursuant to an “evergreen” provision contained in the 2004 EIP. Pursuant to such provision, on the date of the Registrant’s annual stockholders’ meeting, the number of shares authorized for issuance under the 2004 EIP is automatically increased by a number equal to the least of: three percent of the number of shares of Common Stock outstanding on the record date for the annual stockholders’ meeting, 750,000 shares of Common Stock; or a lesser number of shares of Common Stock that may be determined by the Registrant’s board of directors.
(4) 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 13, 2006, 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.

 



INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8 NO. 333-115956 AND NO. 333-128290

The contents of Registration Statements on Form S-8 No. 333-115956 and No. 333-128290 filed with the Securities and Exchange Commission on May 27, 2004 and September 13, 2005, respectively, 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
24    Power of Attorney is contained on the signature pages.
99.1    2004 Equity Incentive Plan (1)
99.2    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), and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-52492), and incorporated herein by reference.


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 22, 2006.

 

ACADIA PHARMACEUTICALS INC.
By:  

/s/ Uli Hacksell

  Uli Hacksell, Ph.D.
  Chief Executive Officer

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 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/ ULI HACKSELL

   Chief Executive Officer and Director   September 22, 2006
ULI HACKSELL    (Principal Executive Officer)  

/s/ THOMAS H. AASEN

   Vice President, Chief Financial   September 22, 2006
THOMAS H. AASEN    Officer, Secretary and Treasurer  
   (Principal Financial and Accounting Officer)  

/s/ MARK R. BRANN

   President, Chief Scientific Officer and Director   September 22, 2006
MARK R. BRANN     

/s/ LESLIE L. IVERSEN

   Chairman of the Board   September 22, 2006
LESLIE L. IVERSEN     

/s/ GORDON BINDER

   Director   September 22, 2006
GORDON BINDER     

/s/ MICHAEL T. BORER

   Director   September 22, 2006
MICHAEL T. BORER     

/s/ MARY ANN GRAY

   Director   September 22, 2006
MARY ANN GRAY     

/s/ LESTER J. KAPLAN

   Director   September 22, 2006
LESTER J. KAPLAN     

/s/ TORSTEN RASMUSSEN

   Director   September 22, 2006
TORSTEN RASMUSSEN     

/s/ ALAN G. WALTON

   Director   September 22, 2006
ALAN G. WALTON     


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
24    Power of Attorney is contained on the signature pages.
99.1    2004 Equity Incentive Plan (1)
99.2    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), and incorporated herein by reference.
(2) Filed as an to the Registrant’s Registration Statement on Form S-1, as amended (File No. No. 333-52492), and incorporated herein by reference.
Opinion of Cooley Godward LLP

Exhibit 5.1

 

   ATTORNEYS AT LAW   

Broomfield, CO

720 566-4000

COOLEY GODWARD LLP   

4401 Eastgate Mall

San Diego, CA

92121-1909

Main 858 550-6000

Fax 858 550-6420

  

Palo Alto, CA

650 843-5000

 

Reston, VA

703 456-8000

 

San Francisco, CA

415 693-2000

September 22, 2006    www.cooley.com   

Washington, DC

202 842-7800

ACADIA Pharmaceuticals Inc.

3911 Sorrento Valley Boulevard

San Diego, CA 92121

  

D. BRADLEY PECK

(858) 550-6012

bpeck@cooley.com

  

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 881,815 shares of the Company’s Common Stock, $.0001 par value, including 731,815 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 prospectus, 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 15, 2006 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of ACADIA Pharmaceuticals Inc., which appears in ACADIA Pharmaceuticals Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005.

 

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

San Diego, California

September 22, 2006