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 the
earliest event reported): August 12, 2005
NEUROCRINE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-22705
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33-0525145 |
(State or other
jurisdiction of
incorporation or
organization)
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(Commission File
Number)
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(IRS Employer Identification No.) |
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12790 El Camino
Real, San Diego, CA
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92130 |
(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone
number, including area code: (858) 617-7600
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT
On August 11, 2005, the Board of Directors of Neurocrine Biosciences, Inc. approved the
following Board compensation plan based upon a comparative market analysis. Consistent with the
previous Board compensation plan, all non-employee directors will
continue to be reimbursed for expenses incurred
in connection with performing their duties as directors of the Company. Effective with the May
2006 Annual Meeting of Stockholders, directors who are not employees or consultants of the Company
will receive a $25,000 annual retainer, and the Chairman of the Board will receive an annual cash
retainer of $30,000. The Chairman of the Audit Committee will also receive a $10,000 annual cash
retainer, and the Chairman of the Compensation Committee and the Chairman of the
Nominating/Corporate Governance Committee will also each receive an annual cash retainer of $5,000
for their services. Additionally, each other Committee member will receive an annual cash retainer of
$3,000 per committee. Effective immediately, all Board members will
receive $2,000 for each
regular meeting of the Board of Directors and $750 for each special meeting or telephone meeting
lasting more than one hour that such directors attend, and will no
longer be compensated for each
committee meeting or teleconference. To provide for a transition to this new method of Board
compensation, each Board member will receive a one-time $5,500 retainer adjustment.
Each
non-employee director will continue to receive a grant of a nonstatutory option to
purchase 12,000 shares of the Company’s common stock (or 15,000
shares in the case of the Chairman of the Board) at each Annual Meeting of Stockholders, provided that such non-employee director has been
a non-employee director of the Company for at least six months prior to the date of such Annual
Meeting. Each new non-employee director will automatically be granted
a nonstatutory stock option to
purchase 25,000 shares of the Company’s common stock upon the date such person joins the Board of
Directors.
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