As filed with the Securities and Exchange Commission on August 6, 2020
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.
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 2004 Employee Stock Purchase
Plan (par value $0.0001 per share)
|
|
3,000,000 shares (3)
|
|
$41.68
|
|
$ 125,040,000
|
|
$16,230.19
|
|
|
(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 Registrants common stock, par value $0.0001 per share (the Common Stock), as may become issuable under the Registrants 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 Registrants Common Stock on July 31, 2020, as reported on The Nasdaq Global Select
Market.
|
(3)
|
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 Registrants stockholders at the Registrants 2020 Annual Meeting of Stockholders.
|