AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2001
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEUROCRINE BIOSCIENCES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 33-0525145
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(State of incorporation) (I.R.S. Employer Identification No.)
10555 SCIENCE CENTER DRIVE
SAN DIEGO, CALIFORNIA 92121
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(Address, including zip code, of principal executive offices)
NEUROCRINE BIOSCIENCES, INC. 1992 INCENTIVE STOCK PLAN, AS AMENDED
NEUROCRINE BIOSCIENCES, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
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(Full title of the plan)
GARY A. LYONS
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
10555 SCIENCE CENTER DRIVE
SAN DIEGO, CALIFORNIA 92121
(858) 658-7600
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(Name, address, and telephone number, including area code, of agent for service)
COPIES TO:
SCOTT N. WOLFE, ESQ.
LATHAM & WATKINS
12636 HIGH BLUFF DRIVE, SUITE 300
SAN DIEGO, CA 92130
(858) 523-5400
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
------------------- -------------- -------------- --------------- --------------
Common Stock
$0.001 par value 850,000 $ 35.14-36.13 $ 30,482,800 $ 7,621
=================== ============== ============== =============== ==============
(1) A maximum of 6,800,000 shares of common stock were reserved for issuance
under the Neurocrine Biosciences, Inc. 1992 Incentive Stock Plan (the "1992
Plan"), 6,050,000 shares of which were previously registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Registration Statements on Forms S-8 (File Nos. 333-14589, 333-31791,
333-57875, 333-87127 and 333-44012). A maximum of 525,000 shares of common
stock were reserved for issuance under the Neurocrine Biosciences, Inc.
1996 Employee Stock Purchase Plan (the "1996 Plan"), 425,000 shares of
which were previously registered under the Securities Act, pursuant to
Registration Statements on Forms S-8 (File Nos. 333-14589 and 333-44012).
All shares reserved for issuance under the 1992 Plan and the 1996 Plan that
were not previously registered are being registered hereunder. Pursuant to
Rule 416(a), this Registration Statement shall also cover any additional
shares of the Registrant's common stock that become issuable under the
plans by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that
increases the number of the Registrant's outstanding shares of common
stock.
(2) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee, and is determined according to the
following offering price information: Of the 850,000 shares of common stock
being registered hereunder, (i) 230,000 shares of common stock are subject
to outstanding options with an exercise price of $35.14 per share and (ii)
620,000 shares of common stock are reserved for issuance upon exercise of
options to be granted in the future. Pursuant to Rule 457(h), for all
shares of common stock being registered hereunder with an exercise price
which cannot be presently determined (620,000 shares of common stock), the
Proposed Maximum Offering Price Per Share, is $36.13 per share, which is
the average of the high and low sales prices of the Registrant's common
stock as reported on the Nasdaq National Market on July 13, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "SEC") by Neurocrine Biosciences, Inc. (the "Company"), are incorporated by
reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2000, filed March 30, 2001;
(b) The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 2001, filed May 4, 2001;
(c) All other reports filed by the Company with the SEC since December 31,
2000 pursuant to Sections 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(d) The Company's definitive proxy statement dated April 12, 2001 filed in
connection with its May 24, 2001 Annual Meeting of Stockholders; and
(e) The description of the Company's Common Stock contained the
Registration Statement on Form 8-A filed on June 16, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing 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 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 such 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law generally allows the
Company to indemnify directors and officers for all expenses, judgments, fines
and amounts in settlement actually paid and reasonably incurred in connection
with any proceedings so long as such party acted in good faith and in a manner
reasonably believed to be in or not opposed to the Company's best interests and,
with respect to any criminal proceedings, if such party had no reasonable cause
to believe his or her conduct to be unlawful. Indemnification may only be made
by the Company if the applicable standard of conduct set forth in Section 145
has been met by the indemnified party upon a determination made (i) by the Board
of Directors by a majority vote of the directors who are not parties to such
proceedings, even though less than a quorum, (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion or (iii) by the stockholders.
Article VII of the Company's Certificate of Incorporation and Article VI,
Sections 6.1, 6.2 and 6.3 of the Company's Bylaws provide for indemnification of
its directors and officers, and permit indemnification of employees and other
agents to the maximum extent permitted by the Delaware General Corporation Law.
In addition, the Company has entered into indemnification agreements with its
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
Exhibit
Number Document
4.1(1) Form of Common Stock Certificate
4.2* Neurocrine Biosciences, Inc. 1992 Incentive Stock Option Plan,
as amended
4.3* Neurocrine Biosciences, Inc. 1996 Employee Stock Purchase Plan,
as amended
5.1* Opinion of Latham & Watkins
23.1* Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Latham & Watkins (contained in Exhibit 5.1)
24.1* Power of Attorney (included in the signature page of this
Registration Statement)
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* Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement filed on
April 3, 1996 on Form S-1, as amended (File No. 333-03172).
ITEM 9. UNDERTAKINGS.
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent 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 this
Registration Statement or any material change to such
information in this Registration Statement; provided,
however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3,
and 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 SEC by the
Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in this 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.
(b) 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 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 this 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.
(c) 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
SEC 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, 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 San Diego, State of California, on this 16 day of July 2001.
NEUROCRINE BIOSCIENCES, INC.
By: /s/ Gary A. Lyons
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Gary A. Lyons
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Gary A.
Lyons and Paul W. Hawran his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Gary A. Lyons President, Chief Executive Officer July 16, 2001
------------------------ and Director (Principal Executive Officer)
Gary A. Lyons
/s/ Paul W. Hawran Chief Financial Officer (Principal July 16, 2001
------------------------ Financing and Accounting Officer)
Paul W. Hawran
/s/ Joseph A. Mollica Chairman of the Board of Directors July 16, 2001
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Joseph A. Mollica
/s/ Richard F. Pops Director July 16, 2001
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Richard F. Pops
/s/ Stephen A. Sherwin Director July 16, 2001
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Stephen A. Sherwin
/s/ Lawrence J. Steinman Director July 16, 2001
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Lawrence J. Steinman
/s/ Wylie W. Vale Director July 16, 2001
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Wylie W. Vale
INDEX TO EXHIBITS
Exhibit
Number Document
4.1(1) Form of Common Stock Certificate
4.2* Neurocrine Biosciences, Inc. 1992 Incentive Stock Option Plan,
as amended
4.3* Neurocrine Biosciences, Inc. 1996 Employee Stock Purchase Plan,
as amended
5.1* Opinion of Latham & Watkins
23.1* Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Latham & Watkins (contained in Exhibit 5.1)
24.1* Power of Attorney (included in the signature page of this
Registration Statement)
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* Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement filed on
April 3, 1996 on Form S-1, as amended (File No. 333-03172).