S-8 1 c18760sv8.htm FORM S-8 sv8
As filed with the Securities and Exchange Commission on June 15, 2011.
File No. 333-          
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
AMICUS THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
     
DELAWARE   71-0869350
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
6 Cedar Brook Road, Cranbury, NJ 08512
(Address of Principal Executive Office)( Zip Code)
 
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED 2007 DIRECTOR OPTION PLAN
(Full title of the plan)
 
Geoffrey P. Gilmore
Senior Vice President, General Counsel and Secretary
Amicus Therapeutics, Inc.
6 Cedar Brook Road
Cranbury, NJ 08512
(Name and address of Agent for Service)
 
(609) 662-2000
(Telephone Number for 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. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed     Proposed        
        Amount     Maximum     Maximum     Amount Of  
  Title Of     To Be     Offering Price     Aggregate     Registration  
  Securities To Be Registered     Registered (1)     Per Share (2)     Offering Price (2)     Fee  
 
Amended and Restated 2007 Equity Incentive Plan
      7,000,000       $ 7.44       $ 52,080,000       $ 6,047    
 
Common Stock (par value $0.01 per share)
                                          
 
Amended and Restated 2007 Director Option Plan
      360,798       $ 7.44       $ 2,684,338       $ 312    
 
Common Stock (par value $0.01 per share)
                                          
 
     
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of common stock that may be offered or issued in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under those plans, or other similar event.
 
(2)   Estimated pursuant to Rule 457(c) solely for purposes of calculating the amount of the registration fee, based on the average of the high and low prices of the Registrant’s common stock reported on June 13, 2011 as reported on The NASDAQ Stock Market, LLC.
 
 

 

 

 

EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to effect the registration of (i) an additional 7,000,000 shares of Common Stock of Amicus Therapeutics, Inc. (the “Registrant”) under the Registrant’s Amended and Restated 2007 Equity Incentive Plan and (ii) an additional 360,798 shares of Common Stock of the Registrant under the Registrant’s Amended and Restated 2007 Director Option Plan.
The contents of the Registration Statements on Form S-8 filed by the Registrant on August 10, 2007 (File No. 333-157219) and February 10, 2009 (File No. 333-145305), are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
         
Exhibit    
Number   Exhibit Description
       
 
  4.1 (1)  
Amicus Therapeutics, Inc Amended and Restated 2007 Equity Incentive Plan
       
 
  4.2 (2)  
Amicus Therapeutics, Inc Amended and Restated 2007 Director Option Plan
       
 
  5.1    
Opinion of Pepper Hamilton LLP*
       
 
  23.1    
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*
       
 
  23.2    
Consent of Pepper Hamilton LLP (included in Exhibit 5.1)*
       
 
  24    
Power of Attorney (included in signature page hereto)*
     
(1)   Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 24, 2011.
 
(2)   Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 15, 2010.
 
*   Filed herewith

 

 

 

SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, 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 Cranbury, state of New Jersey, on the 14th day of June, 2011.
         
  AMICUS THERAPEUTICS, INC.
 		  
  By:   /s/ Matthew R. Patterson    
    Name:   Matthew R. Patterson   
    Title:   President and Acting Chief Executive Officer  
POWER OF ATTORNEY
We, the undersigned officers and directors of the Company, hereby severally constitute and appoint Matthew R. Patterson and Geoffrey P. Gilmore, and all or any one of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of the 14th day of June, 2011.
     
Signature   Title
 
    

/s/ Matthew R. Patterson
 
Matthew R. Patterson
  President and Acting Chief Executive Officer
(Principal Executive Officer) 
 
    

/s/ Daphne Quimi
 
Daphne Quimi
  Corporate Controller
(Principal Financial and Accounting Officer) 
 
    
/s/ John F. Crowley
 
John F. Crowley
  Director 
 
    
/s/ Sol J. Barer, Ph.D.
 
Sol J. Barer, Ph.D.
  Director 
 
    
/s/ Alexander E. Barkas, Ph.D.
 
Alexander E. Barkas, Ph.D.
  Director 

 

 

 

     
Signature   Title
 
    
/s/ James Barrett, Ph.D.
 
James Barrett, Ph.D.
  Director 
 
    
/s/ Donald J. Hayden, Jr.
 
Donald J. Hayden, Jr.
  Director 
 
    
/s/ Margaret G. McGlynn, R.Ph.
 
Margaret G. McGlynn, R.Ph.
  Director 
 
    
/s/ Michael G. Raab
 
Michael G. Raab
  Director 
 
    
/s/ Glenn P. Sblendorio
 
Glenn P. Sblendorio
  Director 
 
    
/s/ James N. Topper, M.D., Ph.D.
 
James N. Topper, M.D., Ph.D.
  Director 

 

 

 

EXHIBIT INDEX
         
Exhibit    
Number   Exhibit Description
       
 
  5.1    
Opinion of Pepper Hamilton LLP
       
 
  23.1    
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
       
 
  23.2    
Consent of Pepper Hamilton LLP (included in Exhibit 5.1)
       
 
  24    
Power of Attorney (included in signature page hereto)