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As filed with the Securities and Exchange Commission on July 22, 1997
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
- ----------------------- -----------------------------------
(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)
AMENDED 1992 INCENTIVE STOCK PLAN
(Full title of the plan)
GARY A. LYONS
President, Chief Executive Officer
and Director
3050 Science Park Road
San Diego, California 92121
(619) 658-7600
(Name, address, and telephone number, including area code, of agent for
service)
Copies to:
VAHE H. SARRAFIAN
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94306
(415) 493-9300
<TABLE>
<CAPTION>
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(2) PRICE FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.001 par value . . . . . . . 800,000 shares $8.8125 $7,050,000 $2,137
===================================================================================================================
</TABLE>
(1) The shares covered by this Registration Statement represent the shares
of Common Stock which have become available for issuance under the
Registrant's Amended 1992 Incentive Stock Plan as a result of an
amendment approved by the stockholders at the Registrant's Annual
Meeting held on May 27, 1997 increasing the number of shares
authorized for issuance thereunder from 3,300,000 to 4,100,000.
(2) Estimated in accordance with Rule 457(c) 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 July 18, 1996.
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STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Unless as noted herein, the contents of the Registrant's Form S-8
Registration Statement (File No. 333-14589) is incorporated by reference into
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Document
------- --------
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 (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
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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 22nd day of July, 1997.
NEUROCRINE BIOSCIENCES, INC.
By: /s/ Gary A. Lyons
--------------------------------------
Gary A. Lyons
President and Chief Executive Officer
II-2
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- ----------------
<S> <C> <C>
/s/ Gary A. Lyons President, Chief Executive July 22, 1997
- ------------------------------------ Officer and Director
Gary A. Lyons (Principal Executive Officer)
/s/ Paul W. Hawran Chief Financial Officer July 22, 1997
- ------------------------------------ (Principal Financing
Paul W. Hawran and Accounting Officer)
/s/ Errol B. DeSouza Executive Vice President, Research & July 22, 1997
- ------------------------------------ Development and Director
Errol B. DeSouza
/s/ Harry F. Hixson, Jr., Ph.D. Chairman of the Board July 22, 1997
- ------------------------------------ of Directors
Harry F. Hixson, Jr., Ph.D.
/s/ Wylie W. Vale, Ph.D. Director July 22, 1997
- ------------------------------------
Wylie W. Vale, Ph.D.
/s/ Howard C. Birndorf Director July 22, 1997
- ------------------------------------
Howard C. Birndorf
/s/ David E. Robinson Director July 22, 1997
- ------------------------------------
David E. Robinson
/s/ Joseph A. Mollica Director July 22, 1997
- ------------------------------------
Joseph A. Mollica
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
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 (included in Exhibit 5.1) . . . . . . . . . . . . . . . . .
24.1 Power of Attorney (see page II-3) . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
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EXHIBIT 5.1
July 21, 1997
Neurocrine Biosciences, Inc.
3050 Science Park Road
San Diego, California 92121
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 22, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 800,000 shares of your
Common Stock under the Amended 1992 Incentive Stock Plan. Such shares of
Common Stock are referred to herein as the "Shares", and such plan is referred
to herein as the "Plan". As your counsel in connection with this transaction,
we have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the issuance and sale of the
Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described
in the Plan and pursuant to the agreements which accompany each grant under the
Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended 1992 Incentive Stock Plan of Neurocrine
Biosciences, Inc. of our report dated February 14, 1997, with respect to the
consolidated financial statements of Neurocrine Biosciences, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
San Diego, California
July 18, 1997
