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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
REGISTRATION NO. 333-________
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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
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3050 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NEUROCRINE BIOSCIENCES, INC. AMENDED 1992 INCENTIVE STOCK PLAN
NEUROCRINE BIOSCIENCES, INC. AMENDED 1996 DIRECTOR OPTION PLAN
NORTHWEST NEUROLOGIC, INC. RESTATED 1997 INCENTIVE STOCK PLAN
(FULL TITLE OF EACH PLAN)
GARY A. LYONS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
3050 SCIENCE PARK ROAD
SAN DIEGO, CA 92121
(619) 658-7600
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
COPIES TO:
MICHAEL J. O'DONNELL
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
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1992 Incentive Stock Plan
Common Stock, $0.001 par value 600,000 shares $ 7.99(2) $4,795,899.84(2) $1,414.79
1996 Director Option Plan
Common Stock, $0.001 par value 100,000 shares $ 8.03(2) $ 803,125.00(2) $ 236.92
1997 Stock Incentive Plan
Common Stock, $0.001 par value 105,414 shares $ 1.16 $ 121,862.50 $ 35.95
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TOTAL 805,414 $5,720,887.34 $1,687.66
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1992 Incentive Stock Plan,
1996 Director Option Plan and/or 1997 Stock Incentive Plan as a result
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the outstanding shares of Common Stock
of Neurocrine Biosciences, Inc.
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(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and
low prices of the Common Stock as reported on the Nasdaq National Market
System on June 23, 1998.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Registrant will send or give the documents containing the information
specified in this Item 1 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission") and the instructions to
Form S-8, the Registrant is not filing such documents with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will send or give the documents containing the information
specified in this Item 2 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, the Registrant is not filing such
documents with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Commission:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on April 10, 1998;
(2) The Registrant's Current Report on Form 8-K filed with the Commission
on March 13, 1998;
(3) The Registrant's Report on Form 10-Q for the quarterly period ended
March 31, 1998, filed with the Commission on May 15, 1998;
(4) The description of the Registrant's Common Stock which is contained
in items 1 and 2 of its Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act
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on April 2, 1996, and any further amendment or report filed hereafter for the
purpose of updating such description; and
(5) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.
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
Registrant 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 Registrant'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 Registrant 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, or (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 Registrant's Certificate of Incorporation and Article
VI, Sections 6.1, 6.2 and 6.3 of the Registrant'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 Registrant has entered into
indemnification agreements with its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
See Exhibit Index on the page following the signature page below.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for purposes 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 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 Section 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 the 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 Registrant pursuant to the Delaware General Corporation Law, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission 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
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 hereunder, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Neurocrine Biosciences, Inc., 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 24th day of June, 1998.
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 Securities and Exchange Commission, 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 OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
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/S/ GARY A. LYONS President, Chief Executive June 24, 1998
- -------------------------- Officer and Director
Gary A. Lyons (Principal Executive Officer)
/S/ PAUL W. HAWRAN Chief Financial Officer June 24, 1998
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Paul W. Hawran and Accounting Officer)
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/S/ JOSEPH A. MOLLICA Chairman of the Board of Directors June 24, 1998
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Joseph A. Mollica
/S/ HARRY F. HIXSON, JR. Director June 24, 1998
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Harry F. Hixson, Jr.
/S/ WYLIE W. VALE Director June 24, 1998
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Wylie W. Vale
Director June __, 1998
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Richard F. Pops
/S/ DAVID E. ROBINSON Director June 24, 1998
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David E. Robinson
/S/ ERROL B. DESOUZA Director June 24, 1998
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Errol B. DeSouza
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INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 Neurocrine Biosciences, Inc. Amended 1992 Incentive Stock Plan and related form of agreement.
4.2 Neurocrine Biosciences, Inc. Amended 1996 Director Option Plan and related form of agreement.
4.3 Northwest NeuroLogic, Inc. Restated 1997 Stock Incentive Plan and related forms of agreement.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (which is contained in Exhibit 5.1).
24.1 Power of Attorney (which is included as part of the signature page of this Registration Statement).
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