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 3, 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.
Attached as Exhibit 1.1 hereto and incorporated by reference herein is
the form of Underwriting Agreement by and among the Company and Deutsche Banc
Alex. Brown Inc. and Credit Suisse First Boston Corporation, as representatives
of the several underwriters, to be used in connection with the proposed public
offering of 3,250,000 shares of the Company's common stock, par value $.001 per
share, and the granting of an over-allotment option to purchase 487,500 shares
of common stock to the underwriters pursuant to the Company's Registration
Statement on Form S-3 (File No. 333-73216). Attached as Exhibit 5.1 is the
opinion of Latham & Watkins relating to the legality of the shares to be
offered.
ITEM 7. EXHIBITS.
(c) Exhibits.
Exhibit
Number Description of Exhibit
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1.1 Form of Underwriting Agreement
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 3, 2001 NEUROCRINE BIOSCIENCES, Inc.
By: /s/ PAUL W. HAWRAN
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Paul W. Hawran
Senior Vice President and
Chief Financial Officer