s8060811.htm
As filed with the Securities and Exchange Commission on June 8, 2011

Registration No. 333-                
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Acorda Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
13-3831168
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
     
15 Skyline Drive
Hawthorne, New York
 
10532
(Address of Principal Executive Offices)
 
(Zip Code)
 
2006 Employee Incentive Plan
(Full Title of the Plan)
 
Ron Cohen, M.D.
Chief Executive Officer
15 Skyline Drive
Hawthorne, New York 10532
(Name and Address of Agent For Service)
 
(914) 347-4300
(Telephone Number, Including Area Code, of Agent For Service)
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer  x
Accelerated  o
Non-Accelerated Filer    o (Do not check if a smaller reporting company)
Smaller Reporting Company  o
 

CALCULATION OF REGISTRATION FEE


Title 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
 
2006 Employee Incentive Plan, Common Stock, $0.001 par value per share
 
1,563,627 shares
   $ 31.50  (2)   $ 49,254,251  (2)   $ 5,718  

(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and 457(c) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of the average of the high and low prices of the Registrant’s common stock on June 6, 2011, as reported on the NASDAQ Global Market.
 

 
 

 

 
EXPLANATORY NOTE
 
This Registration Statement on Form S-8 is being filed for the purpose of registering an aggregate of 1,563,627 shares of common stock of the Registrant to be issued pursuant to the Registrant’s 2006 Employee Incentive Plan (the “Plan”). The shares being registered hereunder represent the number of shares by which the Plan was automatically increased on January 1, 2011, as provided by the terms of the Plan.
 
Item 3.    INCORPORATION BY REFERENCE
 
Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (File Nos. 333-131846, 333-149726,  333-158085, and 333-164626), filed with the Securities and Exchange Commission on February 14, 2006, March 14, 2008, March 18, 2009, and February 1, 2010,  respectively, are incorporated herein by reference.
 
Item 8.    EXHIBITS.
 
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
 
 

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all 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 Hawthorne, State of New York, on June 8, 2011.
 
 
 
ACORDA THERAPEUTICS, INC.
 
By:  /s/Ron Cohen, M.D.
 
Ron Cohen, M.D.
 
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

   
 
Name
 
 
 
Title
 
 
 
Date
         
/s/ Ron Cohen, M.D.
 
President, Chief Executive Officer and
 
 June 8, 2011
Ron Cohen, M.D.
 
Director (Principal Executive Officer)
   
 
/s/ David Lawrence, M.B.A.
 
 
Chief Financial Officer (Principal Financial Officer
 
 
June  8, 2011
David Lawrence, M.B.A.
 
and Principal Accounting Officer)
   



 
 

 
 
 
POWER OF ATTORNEY

We, the undersigned directors of Acorda Therapeutics, Inc., hereby severally constitute and appoint Ron Cohen our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below, this Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as directors to enable Acorda Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.

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 dates indicated.

Signatures
 
Title
 
Date
 
/s/ Barry Greene
 
 
Director
 
 
June 8, 2011
Barry Greene
       
 
/s/ Peder K. Jensen
 
 
Director
 
 
June 3, 2011
Peder K. Jensen
       
 
/s/ John Kelley
 
 
Director
 
 
June 8, 2011
John Kelley
       
 
/s/ Sandra Panem, Ph.D.
 
 
Director
 
 
June 8 , 2011
Sandra Panem, Ph.D.
       
 
/s/ Lorin J. Randall
 
 
Director
 
 
June 8, 2011
Lorin J. Randall
       
 
/s/ Steven M. Rauscher
 
 
Director
 
 
June 8, 2011
Steven M. Rauscher
       
 
/s/ Ian F. Smith
 
 
Director
 
 
June 8, 2011
Ian F. Smith
       


 
 
 

 

 
INDEX TO EXHIBITS
 
Number
 
Description
     
5.1
 
Opinion of Covington & Burling LLP, counsel to the Registrant
     
23.1
 
Consent of Covington & Burling LLP (included in Exhibit 5.1)
     
23.2
 
Consent of Ernst & Young LLP
     
23.3
 
Consent of KPMG LLP
     
24.1
 
Power of Attorney of all directors of the board of directors of the Registrant (included on the signature pages of this registration statement)