S-8

As filed with the Securities and Exchange Commission on February 28, 2012

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

United Therapeutics Corporation

(Exact Name of Registrant as Specified in the Charter)

Delaware	52-1984749
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1040 Spring Street Silver Spring, MD	20910
(Address of principal executive offices)	(Zip Code)

UNITED THERAPEUTICS CORPORATION
2011 SHARE TRACKING AWARDS PLAN

(Full title of the plan)

Martine A. Rothblatt, Chairman and Chief Executive Officer

United Therapeutics Corporation

1040 Spring Street

Silver Spring, MD 20910
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)

Copy to:

Stephen I. Glover, Esq.	John S. Hess, Jr., Esq.
Gibson, Dunn & Crutcher LLP	Vice President and Associate General Counsel
1050 Connecticut Avenue, N.W.	United Therapeutics Corporation
Washington, D.C. 20036	1735 Connecticut Avenue, N.W.
(202) 955-8500	Washington, D.C. 20009
	(202) 483-7000

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.

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

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee (4)
Share Tracking Awards (1) (2)	2,000,000 awards	$	47.635	$	95,270,000	$	10,917.94

(1)This Registration Statement relates to share tracking awards that may be issued under the United Therapeutics Corporation 2011 Share Tracking Awards Plan.

(2)Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also cover any additional securities in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transactions.

(3)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Select Market for February 21, 2012.

(4)In accordance with Rule 457(p) under the Securities Act, the registration fee of $10,917.94 currently due is offset by the registration fee of $1,151.48 previously paid by the Registrant with respect to 418,154 unissued Share Tracking Awards that were registered pursuant to a Registration Statement on Form S-8 (Registration No. 333-161995) filed with the Securities and Exchange Commission on September 18, 2009 (the “2009 Form S-8”).  Accordingly, a registration fee of $9,766.46 has been transmitted with respect to this offering.  A post-effective amendment to the 2009 Form S-8 to deregister the 418,154 unissued Share Tracking Awards is being filed contemporaneously with the filing of this Registration Statement.

INTRODUCTION

This Registration Statement on Form S-8 is filed by United Therapeutics Corporation, a Delaware corporation (the “Company” or the “Registrant”), to register an additional 2,000,000 share tracking awards (the “Awards”), which have been and will be granted in accordance with the terms of the United Therapeutics 2011 Share Tracking Awards Plan (the “Plan”).  Each award represents a contractual right to receive an amount in cash equal to the positive difference, if any, between the fair market value of the Award on the exercise date and the fair market value of the Award on the grant date.  The fair market value of an Award on the grant date or the exercise date is equal to the closing price per share of the Company’s common stock on that date.

The Company previously filed a registration statement on Form S-8 (File No. 333-173858) on May 2, 2011 registering 2,000,000 Awards under the Plan.  On February 1, 2012, a majority of the Company’s Board of Directors, acting upon the recommendation of its Compensation Committee, approved an amendment to the Plan to increase the maximum number of Awards available for grant under the Plan by 2,000,000, to a total of 4,000,000 Awards.  The amendment is described in the Company’s Current Report on Form 8-K filed on February 6, 2012 and is filed as Exhibit 10.2 to such Current Report on Form 8-K.  The Plan was originally filed on March 18, 2011 as Exhibit 10.1 to the Company’s Current Report on Form 8-K.

In accordance with General Instruction E of Form S-8, the entire contents of the Company’s Registration Statement on Form S-8, Registration No. 333-173858, are incorporated herein by reference, and certain information required by Part II is omitted.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.                    Plan Information*

Item 2.                    Registrant Information and Employee Plan Annual Information*

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                    Incorporation of Certain Documents by Reference

The following documents, which have heretofore been filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(1)The Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which the Company filed with the Commission on February 28, 2012.

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In addition, all documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents listed above or subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company’s Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or to be incorporated by reference in this Registration Statement from and after the filing of such Annual Reports.

Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement.  Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The Company’s Exchange Act file number with the Commission is 000-26301.

Item 6.                    Indemnification of Directors and Officers

As permitted by Delaware law, the Company’s certificate of incorporation provides that no director will be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (a) any breach of duty of loyalty to the Company or its shareholders, (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) willful or negligent violations of certain provisions of the Delaware General Corporation Law (the “DGCL”) imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (d) for any transaction from which the director derived an improper personal benefit.

The Company’s certificate of incorporation and bylaws provide that the Company must indemnify its directors and officers and may indemnify its employees and agents to the fullest extent permitted by Delaware law. Pursuant to Section 145 of the DGCL, the Company generally has the power to indemnify its current and former directors, officers, employees and agents against expenses and liabilities that they incur in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The statute expressly provides that the power to indemnify or advance expenses authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company believes that indemnification under its certificate of incorporation and bylaws covers negligence and gross negligence on the part of indemnified parties. The Company also has the power to purchase and maintain insurance for such directors and officers, and currently maintains an insurance policy which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers in connection with actions, suits or proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of the Company.

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The Company has entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Company to indemnify such directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by the Company or in its right, arising out of such person’s services as a director or officer of the Company, any of its subsidiaries or any other company or enterprise to which the person provides services at the Company’s request to the fullest extent permitted by law.

The foregoing discussion of the Company’s certificate of incorporation and bylaws and Section 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by each of those documents and that statute.

Item 8.                   Exhibits

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (Registration No. 333-76409))
4.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on June 28, 2010)
4.3	Second Amended and Restated Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q, filed on May 1, 2008)
5.1	Opinion of counsel*
10.1	United Therapeutics Corporation 2011 Share Tracking Awards Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on March 18, 2011)
10.2	First Amendment to the United Therapeutics Corporation 2011 Share Tracking Awards Plan, effective as of February 1, 2012 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, as filed on February 6, 2012)
10.3	Form of Terms and Conditions for Awards to Employees (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8, filed on May 2, 2011 (Registration No. 333-173858))
10.4	Form of Terms and Conditions for Awards to Non-Employees (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on March 18, 2011)
10.5	Form of Grant Letter used by Registrant (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on March 18, 2011)
23.1	Consent of Independent Registered Public Accounting Firm*

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23.2	Consent of counsel (included in Exhibit 5.1)*
24	Power of Attorney (included on signature page)

* Filed herewith

[SIGNATURES ON THE NEXT PAGE]

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Company 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 Silver Spring, State of Maryland, on this 28th day of February, 2012.

	UNITED THERAPEUTICS CORPORATION
By:	/s/ Martine A. Rothblatt
	Martine A. Rothblatt, Ph.D.
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martine A. Rothblatt, Ph.D., John Ferrari and Paul A. Mahon, and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent, to act for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act to register additional Awards, and to file this Registration Statement and any subsequent registration statement and all amendments thereto, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, 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, and hereby ratifies and confirms all his said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.  This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Martine A. Rothblatt	Chairman of the Board and Chief Executive Officer	February 28, 2012
Martine A. Rothblatt, Ph.D.	(Principal Executive Officer)
/s/ John Ferrari	Chief Financial Officer and Treasurer	February 28, 2012
John M. Ferrari	(Principal Financial Officer and Principal Accounting Officer)

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Name	Title	Date
/s/ Roger Jeffs	President, Chief Operating Officer and Director	February 28, 2012
Roger A. Jeffs, Ph.D.
/s/ Christopher Causey	Director	February 28, 2012
Christopher Causey
/s/ Raymond A. Dwek	Director	February 28, 2012
Raymond A. Dwek, F.R.S.
/s/ Richard Giltner	Director	February 28, 2012
Richard Giltner
/s/ R. Paul Gray	Director	February 28, 2012
R. Paul Gray
/s/ Raymond Kurzweil	Director	February 28, 2012
Raymond Kurzweil
/s/ Christopher Patusky	Director	February 28, 2012
Christopher Patusky
/s/ Louis W. Sullivan	Director	February 28, 2012
Louis W. Sullivan, M.D.
/s/ Tommy Thompson	Director	February 28, 2012
Tommy Thompson

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (Registration No. 333-76409))
4.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on June 28, 2010)
4.3	Second Amended and Restated Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q, filed on May 1, 2008)
5.1	Opinion of counsel*
10.1	United Therapeutics Corporation 2011 Share Tracking Awards Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on March 18, 2011)
10.2	First Amendment to the United Therapeutics Corporation 2011 Share Tracking Awards Plan, effective as of February 1, 2012 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed on February 6, 2012)
10.3	Form of Terms and Conditions for Awards to Employees (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8, filed on May 2, 2011 (Registration No. 333-173858))
10.4	Form of Terms and Conditions for Awards to Non-Employees (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on March 18, 2011)
10.5	Form of Grant Letter used by Registrant (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on March 18, 2011)
23.1	Consent of Independent Registered Public Accounting Firm*
23.2	Consent of counsel (included in Exhibit 5.1)*
24	Power of Attorney (included on signature page)

* Filed herewith

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EX-5.1

Exhibit 5.1

[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL LLP]

February 28, 2012

United Therapeutics Corporation

1040 Spring Street

Silver Spring, MD 20910

Re:          Share Tracking Awards Plan

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of United Therapeutics Corporation, a Delaware corporation (the “Company”), filed with the United States Securities and Exchange Commission (the “Commission”) on February 28, 2012 pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offering by the Company of up to 2,000,000 additional share tracking awards (the “Awards”).

In rendering this opinion, we have examined and relied on copies of the following documents in the forms provided to us by or on behalf of the Company:  (i) the United Therapeutics Corporation 2011 Share Tracking Awards Plan (the “Original STAP”); (ii) the First Amendment to the Original STAP (the “STAP Amendment” and the Original STAP as amended by the STAP Amendment, the “STAP”); (iii) the 2011 Share Tracking Awards Plan Terms & Conditions (for non-employees) (the “Non-Employee Terms and Conditions”); (iv) the 2011 Share Tracking Awards Plan Terms and Conditions (for employees) (the “Employee Terms and Conditions” and, together with the STAP and the Non-Employee Terms and Conditions, the “Plan”); (v) the form of Award letter (the “Award Agreement”); (vi) the Amended and Restated Certificate of Incorporation of the Company, filed with the Office of the Secretary of State of the State of Delaware on June 11, 1999, as amended to date; (vii) the Second Amended and Restated By-Laws of the Company; (viii) the resolutions set forth in the Action by Unanimous Written Consent in Lieu of a Meeting of the Board of Directors of the Company (the “Board”) dated March 15, 2011 (the “2011 Board Resolutions”); (ix) the resolutions adopted by the Board at a meeting thereof dated February 1, 2012 (the “2012 Board Resolutions”); and (x) a certificate of an officer of the Company dated on or about the date hereof.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as

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originals, the conformity to executed documents of all documents submitted to us as copies, forms, or drafts of documents to be executed and the legal capacity of natural persons to complete the execution of documents.

For purposes of rendering the opinion expressed herein, we have assumed, with your permission:  (i) the due incorporation, organization, valid existence and good standing of the Company and each entity that is or will be a party to any Award Agreement; (ii) the corporate power and authority to execute, deliver and perform its obligations under the Award Agreement of each entity that is or will be a party to any Award Agreement other than the Company; (iii) that the creation of the Awards and the performance by the Company of its obligations under the Plan and any Award Agreement, do not and will not violate, conflict with or constitute a default under (A) any agreement or instrument to which the Company or any of its properties is subject, (B) any law, statute, rule or regulation to which the Company or any of its properties is subject, or (C) any judicial or regulatory order or decree of any governmental authority, and will not require any consent, approval, license, authorization of, or filing, recording or registration with, any governmental authority; (iv) the due authorization, execution, and delivery, as applicable, of the Plan by the Company and each Award Agreement by each of the parties thereto; (v) that each Award Agreement constitutes or will constitute the legal, valid and binding obligation of each of the parties thereto, other than the Company, enforceable against each of the parties thereto, other than the Company, in accordance with its terms; (vi) that each Award Agreement was or will be granted and each Award was or will be made by the Administrator (as defined in the STAP) or by an officer designated as an Authorized Officer pursuant to the 2011 Board Resolutions and delegated authority by the Administrator (as such term is defined in the STAP) pursuant to Section 3.2 of the STAP and, as granted and made, is in conformity with the terms of the STAP; (vii) that the members of the Board and any officers delegated authority to act under the Plan acted or will act in compliance with their fiduciary duties to the Company and its stockholders in approving the Plan and the Award Agreement and in granting Awards pursuant to each Award Agreement; (viii) that a court interpreting the STAP would give effect to the choice of Delaware law to govern the STAP, the Non-Employee Terms and Conditions, the Employee Terms and Conditions, and the Award Agreement or otherwise apply Delaware law thereto; and (ix) that, as of the date of the 2011 Board Resolutions, the Board had duly designated the Compensation Committee and such designation has not been modified or rescinded.

We have not reviewed any documents other than those identified above in connection with this opinion, and we have assumed that there are no other documents that are contrary to or inconsistent with the opinion expressed herein.  We have conducted no independent factual investigation of our own with respect to any of the factual matters addressed by our opinion set forth herein, but, rather, have relied solely upon the foregoing documents, and the additional matters recited or assumed herein, which we assume to be true, complete and accurate in all material respects.  No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws.  As to any facts material to our opinion, other than those assumed, we have relied, without independent investigation, on the above-referenced documents and the accuracy, as of the date hereof, of the matters therein

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contained and have assumed that there will be no material change in the facts therein contained any time prior to the grant of an Award Agreement.  We note that we have been retained to act as special Delaware counsel for purposes of rendering the opinion expressed herein.  We are not regular counsel to the Company and we are not generally informed as to its business affairs.  We express no opinion herein as to any laws other than the laws of the State of Delaware.

Based upon and subject to the foregoing and to the further qualifications set forth below, and limited in all respects to matters of Delaware law, it is our opinion that, when granted in accordance with the provisions of the Plan, an Award Agreement will be a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and remedies, as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered and applied in a proceeding in equity or at law), (iii) considerations of public policy, and (iv) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by a court to the exercise of rights and remedies and the possible unavailability of specific performance or injunctive relief.  The foregoing opinion is subject to the additional qualification that we express no opinion with respect to (i) Section 9.7 of the STAP (regarding severability); (ii) Section 9.8 of the STAP (regarding governing law); and (iii) Section 3.1 of the STAP to the extent it purports to limit the liability of members of the Administrator (as such term is defined in the STAP) or purports to limit the right of members of the Administrator (as such term is defined in the STAP) to vote on matters relating solely to themselves or to any of their exclusive rights or benefits under the STAP.

This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to the present facts and our review of the above-referenced documents and the application of Delaware law as the same exist on the date hereof, and we undertake no duty to update or supplement this opinion for the benefit of any person or entity with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect.  We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

Very truly yours,

/s/ MORRIS, NICHOLS, ARSHT & TUNNELL LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement pertaining to United Therapeutics 2011 Corporation Share Tracking Awards Plan of United Therapeutics Corporation of our reports dated February 28, 2012, with respect to the consolidated financial statements and schedule of United Therapeutics Corporation and the effectiveness of internal control over financial reporting of United Therapeutics Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

McLean, Virginia

February 28, 2012

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