As filed with the Securities and Exchange Commission on March 15, 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.
(Exact name of Registrant as specified in its charter)
Delaware 33-0525145
(State of incorporation) (I.R.S. Employer Identification No.)
10555 Science Center Drive
San Diego, California 92121
(Address, including zip code, of principal executive offices)
NEUROCRINE BIOSCIENCES, INC. 2001 STOCK OPTION PLAN
(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
(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
===================== ============ ============== ================ ============
Proposed Proposed
Maximum Maximum
Title Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
--------------------- ------------ -------------- ---------------- ------------
Common Stock
$0.001 par value.. 750,000 $ 15.3125 $ 11,484,375 $ 2,872
===================== ============ ============== ================ ============
(1) Estimated solely for purposes of computing the registration fee for the
750,000 shares registered herewith. Pursuant to Rule 457(c), the proposed
Maximum Offering Price Per Share is based on the high and low trading
prices of the Company's Common Stock as reported on the Nasdaq National
Market System on March 14, 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, 1999, filed March 30, 2000, as amended November 30, 2000;
(b) The Company's Quarterly Reports on Forms 10-Q for the three months
ended March 31, 2000, filed May 15, 2000, for the three months ended
June 30, 2000, filed August 11, 2000, and for the three months ended
September 30, 2000, filed November 8, 2000;
(c) All other reports filed by the Company with the SEC since December 31,
1999 pursuant to Sections 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(d) The Current Reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act on Forms 8-K dated April 6, 2000, December 14, 2000 and
December 15, 2000;
(e) The Company's definitive proxy statement dated April 27, 2000 filed in
connection with its May 24, 2000 Annual Meeting of Stockholders; and
(f) 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 Form of Common Stock Certificate (1)
4.2 Neurocrine Biosciences, Inc. 2001 Stock Option Plan
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 (see page II-5)
------------
(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 Ac 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.
(a) 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.
(b) 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 15th day of
March 2001.
NEUROCRINE BIOSCIENCES, INC.
By: /s/ Gary A. Lyons
-------------------------
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 March 15, 2001
---------------------------- Officer and Director
Gary A. Lyons (Principal Executive Officer)
/s/ Paul W. Hawran Chief Financial Officer March 15, 2001
---------------------------- (Principal Financing
Paul W. Hawran and Accounting Officer)
/s/ Joseph A. Mollica Chairman of the March 15, 2001
---------------------------- Board of Directors
Joseph A. Mollica
/s/ Richard F. Pops Director March 15, 2001
----------------------------
Richard F. Pops
/s/ Stephen A. Sherwin Director March 15, 2001
----------------------------
Stephen A. Sherwin
/s/ Lawrence J. Steinman Director March 15, 2001
----------------------------
Lawrence J. Steinman
/s/ Wylie W. Vale Director March 15, 2001
----------------------------
Wylie W. Vale
INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 Form of Common Stock Certificate (1)
4.2 Neurocrine Biosciences, Inc. 2001 Stock Option Plan
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 (see page II-5)
------------
(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)