Securities Registration: Employee Benefit Plan (s-8)
August 12 2016 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 12, 2016
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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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 E
QUITY
I
NCENTIVE
P
LAN
2004 E
MPLOYEE
S
TOCK
P
URCHASE
P
LAN
(Full Title of the Plan)
Glenn F. Baity
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, 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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x
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Accelerated filer
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¨
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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 2010 Equity Incentive Plan
(par value $0.0001 per share)
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3,000,000 shares(3)
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$31.66
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$94,980,000
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$9,564
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Common Stock issuable under the 2004 Employee Stock Purchase
Plan (par value $0.0001 per share)
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400,000 shares(4)
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$31.66
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$12,664,000
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$1,275
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Total
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3,400,000 shares
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N/A
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$107,644,000
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$10,839
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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 Registrants 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(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 Registrants Common Stock on August 11, 2016, as reported on The NASDAQ Global Market.
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(3)
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Represents shares of Common Stock added to the shares authorized for issuance under the Registrants 2010 Equity Incentive Plan (the 2010 Plan) pursuant to an amendment to such plan approved by the
Registrants stockholders at the Registrants 2016 Annual Meeting of Stockholders.
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(4)
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Represents shares of Common Stock added to the shares authorized for issuance under the Registrants 2004 Employee Stock Purchase Plan (the 2004 ESPP) pursuant to an amendment to such plan approved by
the Registrants stockholders at the Registrants 2016 Annual Meeting of Stockholders.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 333-168667AND NO. 333-190400
The contents of Registration Statements on Form S-8 No. 333-168667, as amended, No. 333-176212, No. 333-183151,
No. 333-190400, and No. 333-207971 originally filed with the Securities and Exchange Commission on August 9, 2010, August 10, 2011, August 8, 2012, August 6, 2013, and November 12, 2015, respectively, are
incorporated by reference herein.
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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, as Amended (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q, filed August 6, 2015).
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4.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed September 12, 2013).
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4.3
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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).
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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 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
a
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2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form 8-K, filed June 10, 2016).
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99.2
a
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2004 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed June 10, 2016).
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a
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Indicates management contract or compensatory plan or arrangement.
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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 12, 2016.
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ACADIA P
HARMACEUTICALS
I
NC
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By:
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/s/ Stephen R. Davis
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Stephen R. Davis
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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 S
TEPHEN
R. D
AVIS
and G
LENN
F. B
AITY
, 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/ Stephen R. Davis
S
TEPHEN
R. D
AVIS
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President and Chief Executive Officer, Director
(Principal Executive, Financial and Accounting Officer)
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August 12, 2016
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/s/ Stephen R. Biggar
S
TEPHEN
R. B
IGGAR
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Chair of the Board
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August 12, 2016
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/s/ Julian Baker
J
ULIAN
B
AKER
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Director
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August 12, 2016
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/s/ Laura A. Brege
L
AURA
A. B
REGE
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Director
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August 12, 2016
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/s/ James Daly
J
AMES
D
ALY
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Director
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August 12, 2016
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/s/ Edmund Harrigan
E
DMUND
H
ARRIGAN
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Director
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August 12, 2016
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/s/ Daniel B. Soland
D
ANIEL
B. S
OLAND
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Director
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August 12, 2016
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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, as Amended (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q, filed August 6, 2015).
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4.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed September 12, 2013).
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4.3
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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).
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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 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
a
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2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form 8-K, filed June 10, 2016).
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99.2
a
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2004 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed June 10, 2016).
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a
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Indicates management contract or compensatory plan or arrangement.
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