S-8

As filed with the Securities and Exchange Commission on March 12, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Medivation, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3863260
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

525 Market Street, 36th Floor

San Francisco, CA 94105

(Address of principal executive offices) (Zip Code)

Medivation, Inc. Amended and Restated 2004 Equity Incentive Award Plan

(Full title of the plan)

C. Patrick Machado

Chief Business Officer and Chief Financial Officer

Medivation, Inc.

525 Market Street, 36th Floor

San Francisco, CA 94105

(415) 543-3470

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Kenneth L. Guernsey

Brett D. White

COOLEY LLP

101 California Street, 5^th Floor

San Francisco, CA 94111

(415) 693-2000

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	x	Accelerated filer	¨
Non-accelerated Filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

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(3)	Amount of Registration Fee
Common Stock (par value $0.01 per share)	3,600,000	(3)	$167,010,921.09	$22,780.29
Rights to Purchase Series C Junior Participating Preferred Stock	3,600,000	(2)	(2)	(2)

(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrant’s common stock, par value $0.01 per share (“Common Stock”) that become issuable under the Amended and Restated 2004 Equity Incentive Award Plan, and associated rights to purchase Series C Junior Participating Preferred Stock (the “Purchase Rights”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2) Purchase Rights are attached to the shares of Common Stock to be issued but do not trade separately from the shares of Common Stock until a triggering event. No additional offering price attaches to these rights.

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended. The proposed maximum aggregated offering price per share and proposed maximum aggregate offering price are calculated based on (i) the average of the high and low prices of Common Stock as reported on The NASDAQ Global Select Market on March 7, 2013; and (ii) the weighted average exercise price of the options currently outstanding.

The chart below details the calculation of the registration fee:

Title of Securities to be Registered	Number of Shares		Offering Price Per Share		Aggregate Offering Price
Shares issuable pursuant to outstanding stock options and awards pursuant to the Amended and Restated 2004 Equity Incentive Award Plan		1,747,818	$	45.88	$	80,189,889.84
Shares issuable pursuant to unissued stock awards pursuant to the 2004 Equity Incentive Award Plan		1,852,182	$	46.875	$	86,821,031.25
Total		3,600,000		N/A	$	167,010,921.09

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,600,000 shares of Common Stock to be issued pursuant to the Registrant’s Amended and Restated 2004 Equity Incentive Award Plan and 3,600,000 associated Purchase Rights pursuant to the Rights Agreement, dated as of December 4, 2006, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of Registration Statements relating to the Amended and Restated 2004 Equity Incentive Award Plan, previously filed with the Securities and Exchange Commission on April 4, 2006, (File No. 333-132983) and January 30, 2009, (File No. 333-157051) are incorporated by reference herein.

EXHIBITS

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form		File No.		Exhibit			Filing Date		Filed Herewith
4.1	Amended and Restated Certificate of Incorporation		10-QSB		000-20837		3.1	(a)		8/15/2005
4.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation		10-QSB		000-20837		3.1	(b)		8/15/2005
4.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation		10-QSB		000-20837		3.1	(c)		8/15/2005
4.4	Amended and Restated Certificate of Designations of the Series B Convertible Preferred Stock of Orion Acquisition Corp. II		10-QSB		000-20837		3.1	(d)		8/15/2005
4.5	Certificate of Designations of Series C Junior Participating Preferred Stock		10-KSB		001-32836		3.1	(d)		2/19/2008
4.6	Certificate of Amendment to the Amended and Restated Certificate of Incorporation		8-K		001-32836		3.1			9/24/2012
4.7	Certificate of Amendment to the Amended and Restated Certificate of Incorporation		8-K		001-32836		3.2			9/24/2012
4.8	Amended and Restated Bylaws		10-K		001-32836		3.2			3/16/2009
4.9	Common Stock Certificate		10-Q		001-32836		4.1			5/9/2012

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form		File No.		Exhibit		Filing Date		Filed Herewith
4.10	Rights Agreement, dated as of December 4, 2006, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designations of the Series C Junior Participating Preferred Stock of the Registrant as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C		8-K		001-32836		4.1		12/4/2006
4.11	Indenture, dated March 19, 2012, between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee		8-K		001-32836		4.1		3/19/2012
4.12	First Supplemental Indenture, dated March 19, 2012, between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee (including the form of 2.625% convertible senior note due 2017)		8-K		001-32836		4.2		3/19/2012
5.1	Opinion of Cooley LLP.										X
23.1	Consent of Cooley LLP (included in Exhibit 5.1)										X
23.2	Consent of Independent Registered Public Accounting Firm										X
24.1	Power of Attorney (included on signature page)										X
99.1	Amended and Restated 2004 Equity Incentive Plan		8-K		001-32836		10.1		7/18/2012

UNDERTAKINGS

1. The undersigned Registrant hereby undertakes:

(a) 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;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(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 (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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.

(b) 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) 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.

(d) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

2. 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Francisco, State of California, on March 12, 2013.

	MEDIVATION, INC.
By:	/s/ C. Patrick Machado
	C. Patrick Machado
	Chief Business Officer and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David T. Hung and C. Patrick Machado, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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 the dates indicated.

Signature	Title	Date
/s/ David T. Hung DAVID T. HUNG	President, Chief Executive Officer and Director (Principal Executive Officer)	March 12, 2013
/s/ C. Patrick Machado C. PATRICK MACHADO	Chief Business Officer and Chief Financial Officer (Principal Financial and Accounting Officer)	March 12, 2013
/s/ Daniel Adams DANIEL ADAMS	Director	March 12, 2013
/s/ Kim. D. Blickenstaff KIM. D. BLICKENSTAFF	Director	March 12, 2013
/s/ Kathryn E. Falberg KATHRYN E. FALBERG	Director	March 12, 2013
/s/ W. Anthony Vernon W. ANTHONY VERNON	Director	March 12, 2013

EXHIBIT INDEX

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form		File No.		Exhibit			Filing Date		Filed Herewith
4.1	Amended and Restated Certificate of Incorporation		10-QSB		000-20837		3.1	(a)		8/15/2005
4.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation		10-QSB		000-20837		3.1	(b)		8/15/2005
4.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation		10-QSB		000-20837		3.1	(c)		8/15/2005
4.4	Amended and Restated Certificate of Designations of the Series B Convertible Preferred Stock of Orion Acquisition Corp. II		10-QSB		000-20837		3.1	(d)		8/15/2005
4.5	Certificate of Designations of Series C Junior Participating Preferred Stock		10-KSB		001-32836		3.1	(d)		2/19/2008
4.6	Certificate of Amendment to the Amended and Restated Certificate of Incorporation		8-K		001-32836		3.1			9/24/2012
4.7	Certificate of Amendment to the Amended and Restated Certificate of Incorporation		8-K		001-32836		3.2			9/24/2012
4.8	Amended and Restated Bylaws		10-K		001-32836		3.2			3/16/2009
4.9	Common Stock Certificate		10-Q		001-32836		4.1			5/9/2012
4.10	Rights Agreement, dated as of December 4, 2006, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designations of the Series C Junior Participating Preferred Stock of the Registrant as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C		8-K		001-32836		4.1			12/4/2006

		Incorporated By Reference
Exhibit Number	Exhibit Description	Form		File No.		Exhibit		Filing Date		Filed Herewith
4.11	Indenture, dated March 19, 2012, between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee		8-K		001-32836		4.1		3/19/2012
4.12	First Supplemental Indenture, dated March 19, 2012, between the Registrant, as Issuer, and Wells Fargo Bank, National Association, as Trustee (including the form of 2.625% convertible senior note due 2017)		8-K		001-32836		4.2		3/19/2012
5.1	Opinion of Cooley LLP.										X
23.1	Consent of Cooley LLP (included in Exhibit 5.1)										X
23.2	Consent of Independent Registered Public Accounting Firm										X
24.1	Power of Attorney (included on signature page)										X
99.1	Amended and Restated 2004 Equity Incentive Plan		8-K		001-32836		10.1		7/18/2012

EX-5.1

Exhibit 5.1

Kenneth L. Guernsey

(415) 693 2091

kguernsey@cooley.com

March 12, 2013

Medivation, Inc.

525 Market Street, 36th Floor

San Francisco, CA 94105

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Medivation, Inc. (the “Company”) of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to (i) 3,600,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issuable pursuant to the Company’s Amended and Restated 2004 Equity Incentive Award Plan (the “Plan”), and (ii) 3,600,000 associated rights to purchase Series C Junior Participating Preferred Stock (the “Purchase Rights”) pursuant to the Rights Agreement (the “Rights Agreement”), dated as of December 4, 2006, between the Company and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

In connection with this opinion, we have examined and relied upon (a) the Plan, and the Registration Statement and related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation, as amended, Certificate of Designations of Series C Junior Participating Preferred Stock, Amended and Restated Bylaws and the Rights Agreement, each as currently in effect, and (c) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents, where authorization, where due execution and delivery are prerequisites to the effectiveness of such documents. We have also assumed that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent and that the members of the Board of Directors of the Company have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting and amending the Rights Agreement. As to certain factual matters, we have relied upon a certificate of an officer of the Company to verify such matters. Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares and the associated Purchase Rights have been duly authorized by all necessary corporate action on the part of the Company and, upon issuance, delivery and payment therefor in accordance with the Plan, the Rights Agreement, the Registration Statement and related prospectuses, the Shares and the associated Purchase Rights will be validly issued and the Shares will be fully paid and nonassessable.

This opinion does not address the determination a court of competent jurisdiction may make regarding whether the Board of Directors of the Company would be required to redeem or terminate, or take other

action with respect to, the Purchase Rights at some future time based on the facts and circumstances existing at that time. In addition, it should be understood that our opinion addresses the Rights Agreement and the Purchase Rights in their entirety and not any particular provision of the Rights Agreement or the Purchase Rights and that it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating in their entirety such rights.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,
COOLEY LLP
By:	/s/ Kenneth L. Guernsey
	Kenneth L. Guernsey

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2013, relating to the financial statements and the effectiveness of internal control over financial reporting which appears in Medivation, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

San Jose, CA

March 12, 2013