<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEUROCRINE BIOSCIENCES, INC.
(Name of Issuer)
COMMON STOCK, .001 PAR VALUE
(Title of Class of Securities)
64125C109
(CUSIP Number)
Dr. Herbert Gut
Ciba-Geigy Limited
Klybeckstrasse 141
CH-4002, Basle
Switzerland
41-61-696-1111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 31, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Page 1 of 9 pages.
<PAGE> 2
SCHEDULE 13D
- ------------------- -------------------
CUSIP NO. 64125C109 Page 2 of 9 Pages
- ------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ciba-Geigy Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,121,353
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,121,353
PERSON -------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,353
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
Page 2 of 9 pages
<PAGE> 3
ITEM 1. SECURITY AND ISSUER. The class of equity securities to which
this statement relates is the common stock, .001 par value ("Common Stock"), of
Neurocrine Biosciences, Inc., a California corporation ("Neurocrine"). The
principal executive offices of Neurocrine are located at 3050 Science Park Road,
San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by
Ciba-Geigy Limited, a Swiss corporation ("Ciba"). The principal executive
offices of Ciba are located at Klybeckstrasse 141, CH-4002 Basle, Switzerland.
Ciba is the publicly owned parent company of a group of affiliated
companies, commonly known as the Ciba Group, which was formed in October 1970 by
the merger of two established Swiss companies, Ciba Limited and J.R. Geigy S.A.
Shares of Ciba are listed for trading on various stock exchanges in Switzerland,
including the Zurich Stock Exchange. Companies in the Ciba Group are principally
engaged in the research and development, production and worldwide marketing of
various kinds of pharmaceuticals and specialty chemicals, as well as electronic
equipment.
The name, business address, present principal occupation and
citizenship of each executive officer and member of the Board of Directors of
Ciba is set forth on Schedule I hereto and is incorporated by reference herein.
Neither Ciba nor, to the best knowledge of Ciba, any of the persons
listed on Schedule I hereto, during the last five years, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Certain such matters relating to
Ciba-Geigy Corporation, a subsidiary of Ciba, are described in Schedule II
hereto and are incorporated by reference herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 31,
1996, Ciba acquired 476,191 shares of Common Stock for an aggregate purchase
price of $5,000,000. Ciba had previously acquired 645,162 shares of Common Stock
for an aggregate purchase price of $5,000,000. In each such case, the funds for
the acquisitions were obtained from working capital.
ITEM 4. PURPOSE OF TRANSACTION. Ciba has acquired the Common Shares for
the purpose of investment. Ciba has an ongoing relationship with Neurocrine in
that Ciba and Neurocrine are engaged in a collaborative research and development
program.
Except as otherwise indicated in this statement, Ciba does not have any
plans or proposals with respect to Neurocrine that relate to or would result in
any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Ciba beneficially
owns 1,121,353 shares of Common Stock, constituting approximately 6.8% of the
outstanding Common Stock.
Page 3 of 9 pages.
<PAGE> 4
(b) Ciba has the sole power to vote and dispose of all 1,121,353 shares
of Common Stock owned by it.
(c) Neither Ciba nor, to the best knowledge of Ciba, any of the persons
listed on Schedule I hereto, has effected any transaction in the Common Stock in
the past 60 days.
(d) No person other than the record owner referred to herein is known
to have the right to receive or the power to direct the receipt of dividends
from or proceeds of the sale of shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
To the best knowledge of Ciba there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between such persons and any other person with respect to any
securities of Neurocrine.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 4 of 9 pages.
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 10, 1996
CIBA-GEIGY LIMITED
By /s/ Hans F. Mohr
----------------------------------------
Name: Hans F. Mohr
Title: Head of Pharma Licensing
By /s/ Herbert Gut
----------------------------------------
Name: Herbert Gut
Title: Senior Division Counsel
Page 5 of 9 pages.
<PAGE> 6
SCHEDULE I
Members of the Board of Directors, the Committee of the Board
of Directors and the Executive Committee of Ciba-Geigy Limited.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
<S> <C> <C>
Dr. Alex Krauer Switzerland Since 1987: Chairman of the Board of Directors and
Chairman and Chief Executive Member of the Committee of the Board of Directors
Officer
c/o Ciba-Geigy Limited
CH-4002 Basle
Switzerland
Prof. Dr. Helmut Sihler Austria Since 1983: Member of the Board of Directors
c/o Henkel KGaA
D-40191 Dusseldorf Since 1992: Member of the Committee of the Board
Germany of Directors
Since 1993: Vice-Chairman
Retired Chairman of the Central Board of
Management of Henkel KGaA, Germany
Birgit Breuel Germany As of October 1, 1994: Member of the Board of
Treuhandanstalt Directors
Detiev-Rohwedder-Haus
Leipziger Strasse 5-7 President of Treuhandanstalt, Berlin
D-10100 Berlin
Germany
Prof. Max M. Burger Switzerland/USA Since 1980: Member of the Board of Directors
c/o Friedrich Miescher
Institute Director of Friedrich
P.O. Box 2543 Miescher Institute, Basle
CH-4002 Basle
Switzerland
Kasper V. Cassani Switzerland Since 1985: Member of the Board of Directors
C/o IBM Switzerland
CH-8002 Zurich Since 1994: Member of the Committee of the Board
Switzerland of Directors
Retired Vice-Chairman of IBM Corporation
Dr. William J. Rutter U.S.A. Since 1995: Member of the Board of Directors
c/o Chiron Corporation
4560 Horton St. Chairman of Chiron Corporation
Emeryville, CA 94608-2916
</TABLE>
Page 6 of 9 pages.
<PAGE> 7
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
<S> <C> <C>
David de Pury Switzerland Since 1992: Member of the Board of Directors
c/o ABB ASEA Brown
Boveri AG Co-Chairman of the Board of ABB ASEA Brown
P.O. Box 8131 Bovari AG, Zurich
CH-8050 Zurich
Switzerland
Walter G. Frehner Switzerland Since 1994: Member of the Board of Directors
c/o Swiss Bank Corporation
Aeschenplatz 6 Chairman of the Board of Directors of Swiss Bank
CH-4002 Basle Corporation
Switzerland
Rainer E. Gut Switzerland Since 1985: Member of the Board of Directors
c/o Credit Suisse Paradeplatz
CH-8021 Zurich Since 1994: Member of the Committee of the Board
Switzerland of Directors
Chairman of the Board of Directors of the Credit
Suisse
Prof. Jean-Marie Lehn France Since 1991: Member of the Board of Directors
c/o Institute le Bel
University Louis Pasteur Universite Louis Pasteur, Institute le Bel, Professeur
4.rue Blaise Pascal au Collage de France a Paris
F-67070 Strassbourg
cedex
France
Michael Ringier Switzerland Since 1993: Member of the Board of Directors
c/o Ringier AG
Dutourstrasse 23 Chairman of the Board of Ringier AG
CH-8008 Zurich
Switzerland
Prof. Hugo E.R. Uyterhoeven USA Since 1980: Member of the Board of Directors
c/o Harvard University
Graduate School of Business Professor and Senior Associate
Administration Dean at Harvard Business School, Boston
Morgan 349
Boston, MA 02163
Ingrid Duplain Switzerland Since 1996: Secretary of the Committee of the Board
c/o Ciba-Geigy Limited of Directors and the Executive Committee (not a
CH-4002 Basle member)
Switzerland Head Central Secretariat
</TABLE>
Page 7 of 9 pages.
7
<PAGE> 8
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
<S> <C> <C>
Pierre E. Douaze France 1991: Responsible for the Pharma and Self-
c/o Ciba-Geigy Limited Medication Divisions, and worldwide Head of the
CH-4002 Basle Pharma Division
Switzerland
Dr. Hans Kindler Switzerland 1990: Responsible for Personnel, Production and
c/o Ciba-Geigy Limited Technology and Safety and Environmental
CH-4002 Basle Protection
Switzerland
Dr. Rolf A. Meyer Switzerland 1992: Chief Financial Officer
c/o Ciba-Geigy Limited
CH-4002 Basle
Switzerland
Dr. Wolfgang Samo Switzerland 1993: Responsible for the Plant Protection, Animal
c/o Ciba-Geigy Limited Health and Seeds Divisions, and worldwide Head of
CH-4002 Basle the Plant Protection Division
Switzerland
Dr. Hermann Vodicka Austria 1993: Responsible for the Polymers, Composites,
c/o Ciba-Geigy Limited Mettler-Toledo and Ciba-Vision Divisions and
CH-4002 Basle worldwide Head of the Polymers Division
Switzerland
</TABLE>
Page 8 of 9 pages.
8
<PAGE> 9
SCHEDULE II
On February 28, 1992, Ciba-Geigy Corporation ("CGC") and two
employees from its Toms River plant pleaded guilty in Superior Court, Law
Division, Mercer County, New Jersey, to one count of unintentional illegal
disposal of pollutants in a double-lined landfill. Judgment of conviction was
entered on March 23, 1992. As part of the settlement agreement, CGC paid a
criminal fine of $3.5 million, civil penalties of $5.5 million and
administrative costs of $2.35 million. At the same time, it made a contribution
to the State of New Jersey of $2.5 million for environmental purposes.
On August 14, 1992, CGC pleaded no contest in Louisiana State
Court, 18th Judicial District, to fifteen misdemeanor counts arising from
falsification of certain back-up quality control data relating to water
discharge permits at its St. Gabriel plant and paid a $250,000 fine. At the same
time, it made two contributions of $50,000 each to the Sheriff's offices of
Iberville Parish and West Baton Rouge Parish.
In 1992, CGC pleaded guilty to an Environmental Control
Complaint and Summons resulting from an odor emission at its Newport, Delaware
plant site. The matter was under the jurisdiction of the Delaware Justice of the
Peace Court, Newport, Delaware. A fine of $598.50 was paid.
Page 9 of 9 pages.
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