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.

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)

 

 

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)*

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 14^th day of June, 2011.

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 14^th 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)