Form S-8 ACORDA THERAPEUTICS INC

As filed with the Securities and Exchange Commission on August 4, 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

 

Acorda Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Acorda Therapeutics, Inc.

2015 Omnibus Incentive Compensation Plan

(Full Title of the Plan)

 

Ron Cohen, M.D.

Chief Executive Officer

420 Saw Mill River Road

Ardsley, New York 10502

(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.

 

 

CALCULATION OF REGISTRATION FEE

 

(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) under 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 August 2, 2016, 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 2,100,000 additional shares of common stock of the Registrant that may be issued pursuant to the Registrant's 2015 Omnibus Incentive Compensation Plan (the "Plan"). The increase in the number of shares authorized under the Plan was approved by the Registrant's stockholders at the Annual Stockholder Meeting held on June 8, 2016.

 

 

Pursuant to General Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-206346), filed with the Securities and Exchange Commission on August 13, 2015 are incorporated herein by reference.

 

 

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 Ardsley, State of New York, on August 4, 2016.

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.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned directors of Acorda Therapeutics, Inc., hereby severally constitute and appoint Ron Cohen, or his successor, our true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for 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 (including post-effective amendments), 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 in fact and agent, or his successor or substitute, 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.

 

 

INDEX TO EXHIBITS

 

August 4, 2016

 

Acorda Therapeutics, Inc.

420 Saw Mill River Road

Ardsley, New York 10502

Ladies and Gentlemen:

 

We have acted as counsel to Acorda Therapeutics, Inc., a Delaware corporation (the "Company"), in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Act"), of 2.1 million shares of the Company's Common Stock, par value $0.001 per share (the "Shares"), issuable under the Company's 2015 Omnibus Incentive Compensation Plan (the "Plan"), pursuant to the registration statement on Form S-8 filed with the Securities and Exchange Commission on the date hereof (such registration statement is referred to herein as the "Registration Statement").

 

We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.  We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.

 

We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

 

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Company's Certificate of Incorporation, the Plan and any individual agreements relating to such Shares, will be validly issued, fully paid and nonassessable.

 

We are members of the bar of the State of New York.  We do not express any opinion herein on any laws other than the General Corporation Law of the State of Delaware and applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Sincerely,

 

/s/ Covington & Burling LLP

Covington & Burling LLP

Consent of Independent Registered Public Accounting Firm

 

 

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 2015 Omnibus Incentive Compensation Plan of Acorda Therapeutics, Inc. of our reports dated February 29, 2016, with respect to the consolidated financial statements of Acorda Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Acorda Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP 

 

Hartford, CT

August 4, 2016