SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 4, 2001
NEUROCRINE BIOSCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-28150 33-0525145
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
10555 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA 92121
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 658-7600
This Current Report on Form 8-K is filed by Neurocrine Biosciences, Inc., a
Delaware corporation (the "Company"), in connection with the matters described
herein.
ITEM 5. OTHER EVENTS.
On December 4, 2001, the Company announced that it has priced a public
offering of 3,500,000 shares of common stock at a price of $46.75 per share. The
company offered all of the 3,500,000 shares pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-73216). The underwriters have a
30-day option to purchase up to 525,000 additional shares of common stock from
the company solely to cover over-allotments, if any.
The joint bookrunning managers for the offering were Deutsche Banc Alex.
Brown and Credit Suisse First Boston Corporation. Co-managers of this offering
were CIBC World Markets Corp., Lehman Brothers Inc., and UBS Warburg LLC.
Copies of the final prospectus supplement may be obtained from the
Prospectus Departments at Deutsche Banc Alex. Brown, One South Street,
Baltimore, MD 21202, (410) 895-2070, Credit Suisse First Boston Corporation,
Eleven Madison Avenue, New York, NY 10010, (212) 325-2000 or from the offices of
any of the managing underwriters identified above.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state. A registration
statement relating to these securities has been filed with and has been declared
effective by the Securities and Exchange Commission.
The number of shares offered represented an increase of 250,000 shares (or
287,500 shares if the underwriters' over-allotment option is exercised in full)
of the number of shares previously announced. Attached as Exhibit 5.1 is the
opinion of Latham & Watkins relating to the legality of the additional shares to
be offered.
ITEM 7. EXHIBITS.
(c) Exhibits.
Exhibit
Number Description of Exhibit
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5.1 Opinion of Latham & Watkins
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 4, 2001 NEUROCRINE BIOSCIENCES, Inc.
By: /s/ PAUL W. HAWRAN
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Paul W. Hawran
Executive Vice President and
Chief Financial Officer