SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): February 12, 2008

 

Acorda Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  (914) 347-4300

 

Not Applicable

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On February 12, 2008, Acorda Therapeutics, Inc. (the “Registrant”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), and a selling stockholder named therein, relating to the issuance and sale by the Registrant of 3,217,000 shares of its common stock and the sale by such selling stockholder of 83,000 shares of common stock.  The Registrant also granted the Underwriters a 30-day option to purchase up to an additional 495,000 shares of common stock.

 

The offering is being made pursuant to the Registrant’s shelf registration statement on Form S-3 (Registration No. 333-147163) filed with the Securities and Exchange Commission (the “Commission”) on November 6, 2007, as amended, including a related prospectus, dated February 6, 2008, and prospectus supplement, dated February 12, 2008.

 

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K, and incorporated herein by reference.  A copy of the opinion of Covington & Burling LLP relating to the validity of the issuance and sale of the shares in the offering is attached as Exhibit 5.2 to this Form 8-K, and incorporated herein by reference.

 

Item 8.01. Other Events.

 

On February 14, 2008, the Registrant announced that the Underwriters have exercised their option to purchase an additional 495,000 shares of common stock in connection with the offering described in Item 1.01 above.  The exercise of the option increases the size of the offering to an aggregate of 3,795,000 shares of common stock.

 

The Registrant’s press release announcing the pricing of the offering pursuant to the Underwriting Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.  The Registrant’s press release announcing that the Underwriters have exercised their option to purchase additional shares is attached as Exhibit 99.2 to this Current Report on Form 8-K, and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

1.1		Underwriting Agreement, dated February 12, 2008, among Acorda Therapeutics, Inc., and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein, and a selling stockholder named therein.
5.2		Opinion of Covington & Burling LLP
23.1		Consent of Covington & Burling LLP (included in Exhibit 5.2)
99.1		Press Release dated February 13, 2008
99.2		Press Release dated February 14, 2008

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			Acorda Therapeutics, Inc.
February 14, 2008			By:	/s/ David Lawrence
				Name: David Lawrence, M.B.A.
				Title: Chief Financial Officer

 

 

 

 

Exhibit Index

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 12, 2008, between Acorda Therapeutics, Inc., and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein, and a selling stockholder named therein.
5.2		Opinion of Covington & Burling LLP
23.1		Consent of Covington & Burling LLP (included in exhibit 5.2)
99.1		Press Release dated February 13, 2008
99.2		Press Release dated February 14, 2008