As filed with the Securities and Exchange Commission on February 14, 2006
Registration No. 333-        
 
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)	
 
1999 Employee Stock Option Plan, as amended
2006 Employee Incentive Plan, as amended
(Full Title of the Plan)
 
Ron Cohen
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)

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	 	
Common Stock, $0.001 par value per share	 	5,481,334 shares	 	$	5.47	(3)	$	29,982,897	(3)	$	3,208.17	 	

(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)                                   Consists of (i) 2,481,334 shares issuable under the 1999 Employee Stock Option Plan and (ii) 3,000,000 shares issuable under the 2006 Employee Incentive Plan.
 
(3)                                   Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933, as amended.  The price per share and aggregate offering price are calculated on the basis of (a) $4.81, the weighted average exercise price of the 2,481,334 shares subject to outstanding stock option grants under the 1999 Employee Stock Option Plan and (b) the initial public offering price of $6 per share of the registrant’s common stock for the 3,000,000 shares issuable under the 2006 Employee Incentive Plan, which are not subject to outstanding options or other awards.

 
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.            Plan Information.
 
The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
 
Item 2.            Registrant Information and Employee Plan Annual Information.
 
The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.
 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.            Incorporation of Documents by Reference.
 
The following documents, which were filed with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference:
 
(a)                                                                                   the Registration Statement on Form S-1, as amended (File No. 333-128827), and as declared effective on February 9, 2006; and
 
(b)                                                                                  the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
 
Item 4.            Description of Securities.
 
Not applicable.
 
Item 5.            Interests of Named Experts and Counsel.
 
Covington & Burling has opined as to the legality of the securities being offered by this registration statement.
 
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Item 6.            Indemnification of Directors and Officers.
 
Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The registrant’s Amended and Restated Certificate of Incorporation in effect on the date hereof and the Amended and Restated Certificate of Incorporation, which will be effective following the closing of the registrant’s initial public offering, provides that no director of the registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.
 
Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
 
The registrant’s Amended and Restated Certificate of Incorporation, which will be effective following the closing of the registrant’s initial public offering, provides for the indemnification of directors and officers to the fullest extent permissible under Delaware law.
 
Item 7.            Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.            Exhibits.
 
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
 
Item 9.            Undertakings.
 
The undersigned registrant hereby undertakes:
 
(1)                                   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)                                      To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
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(ii)                                   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
 
(iii)                                To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
 
(2)                                   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)                                   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
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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 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 New York, State of New York on this 14 day of February, 2006.

 	ACORDA THERAPEUTICS, INC.	
 	 	 	
 	By:	/s/ Ron Cohen	 	
 	 	Ron Cohen	
 	 	President and Chief Executive Officer	

POWER OF ATTORNEY AND SIGNATURES
 
We, the undersigned officers and directors of Acorda Therapeutics, Inc., hereby severally constitute and appoint Ron Cohen and David Lawrence, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the 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 officers and 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 attorneys, or any of them, to said registration statement and any and all amendments thereto.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on this 14 day of February, 2006.

Signature	 	Title	

/S/ Ron Cohen	 	President, Chief Executive Officer and Director
(Principal Executive Officer)	
Ron Cohen, M.D.	 	 	

/S/ David Lawrence	 	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	
David Lawrence, M.B.A.	 	 	
 	 	 	
/S/ Standish M. Fleming	 	Director	
Standish M. Fleming, M.B.A.	 	 	
 	 	 	
/S/ John H. Friedman	 	Director	
John H. Friedman, J.D.	 	 	
 	 	 	
/S/ Sandra Panem	 	Director	
Sandra Panem. Ph.D.	 	 	
 
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/S/ Barclay A. Phillips	 	Director	
Barclay A. Phillips	 	 	
 	 	 	
/S/ Mark R.E. Pinney	 	Director	
Mark R.E. Pinney, M.B.A., C.F.A., M.Sc.	 	 	
 	 	 	
/S/ Lorin J. Randall	 	Director	
Lorin J. Randall	 	 	
 	 	 	
/S/ Steven M. Rauscher	 	Director	
Steven M. Rauscher, M.B.A.	 	 	
 	 	 	
/S/ Michael Steinmetz	 	Director	
Michael Steinmetz, Ph.D.	 	 	
 	 	 	
/S/ Wise Young	 	Director	
Wise Young, Ph.D., M.D.	 	 	
 
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INDEX TO EXHIBITS

Number	 	Description	 	
 	 	 	 	
5.1	 	Opinion of Covington & Burling, counsel to the Registrant	 	
 	 	 	 	
23.1	 	Consent of Covington & Burling (included in Exhibit 5.1)	 	
 	 	 	 	
23.2	 	Consent of KPMG LLP, Independent Registered Public Accounting Firm	 	
 	 	 	 	
24.1	 	Power of attorney (included on the signature pages of this registration statement)	 	
 
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Exhibit 5.1
 
February 14, 2006
 
Acorda Therapeutics, Inc.
15 Skyline Drive
Hawthorne, New York 10532
 
Ladies and Gentlemen:
 
We are acting 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 ”), pursuant to the Registration Statement on Form S-8 (the “ Registration Statement ”) filed with the Securities and Exchange Commission (the “ Commission ”), of up to 5,481,334 shares of Common Stock, $0.001 par value per share (the “ Shares ”), of the Company, issuable under the Company’s 1999 Employee Stock Option Plan, as amended, and the Company's 2006 Employee Incentive Plan, as amended (collectively, the “ Plans ”).
 
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 factual 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, when the terms of the issuance and sale of the Shares have been duly established in conformity with the Company’s Certificate of Incorporation and the applicable Plans, the Shares, when duly issued and paid for as contemplated in the applicable Plans and any applicable agreements relating thereto, and assuming compliance with the Act, will be validly issued, fully paid and non-assessable.
 
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 law of the State of New York, the DGCL and the Federal law of the United States of America.

 
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading “Interests of Named Experts and Counsel” in the Prospectus contained in 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 Securities Act.

 	Very truly yours,	
 	 	
 	/s/ COVINGTON & BURLING	 	
 
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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Acorda Therapeutics, Inc.:
 
We consent to the use of our report dated October 3, 2005, except for Note (16) (as to the effects of a reverse stock split) which is as of January 11, 2006, with respect to the consolidated balance sheets of Acorda Therapeutics, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ (deficit), and cash flows for the year ended December 31, 2004, the six month period ended December 31, 2003, and years ended June 30, 2003 and 2002, incorporated herein by reference.

                        /S/ KPMG LLP
Short Hills, New Jersey
February 14, 2006