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
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 | ||
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