1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period ______________________ to ___________________________ from Commission file number 0-28150 NEUROCRINE BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0525145 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 3050 SCIENCE PARK ROAD SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices) (619) 658-7600 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No ----- ----- The number of outstanding shares of the registrant's Common Stock, no par value, was 16,873,761 as of April 30, 1997 2 Explanatory Note This Amended Report on Form 10-Q, for the quarter ending March 31, 1997, is being filed solely for the purposes of including the entire non-redacted text of Exhibit 10.1: Purchase and Sale Agreement and Escrow Instructions between MS Vickers II, LLC and Neurocrine Biosciences dated February 13, 1997. 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEUROCRINE BIOSCIENCES, INC. Dated: 8/15/97 /s/ Paul Hawran ------------------- ------------------------------------------------- PAUL W. HAWRAN Senior Vice President and Chief Financial Officer 11 4 NEUROCRINE BIOSCIENCES, INC FORM 10-Q INDEX PAGE ---- PART I FINANCIAL INFORMATION ITEM 1 Financial Statements Condensed Balance Sheets as of March 31, 1997 and December 31, 1996 3 Condensed Statements of Operations for the three months ended March 31, 1997 and 1996 4 Condensed Statements of Cash Flows for the three months ended March 31, 1997 and 1996 5 Notes to Financial Statements 6 ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations Overview 7 Results of Operations 7 Liquidity and Capital Resources 8 PART II OTHER INFORMATION ITEM 6: a. Exhibits 10 -------- 10.1 Purchase and Sale Agreement and Escrow Instructions between MS Vickers II, LLC and Neurocrine Biosciences dated February 13, 1997. 27.1 Financial Data Schedule SIGNATURES 11