Securities Registration: Employee Benefit Plan (s-8)
February 15 2017 - 7:10AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 14, 2017
Registration No. 333-
UNITED STATES
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)
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Delaware
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33-0525145
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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12780 El Camino Real
San Diego, CA 92130
(Address of Principal Executive Offices)
Neurocrine
Biosciences, Inc. Inducement Plan
(Full Title of the Plan)
Kevin C. Gorman
Chief
Executive Officer
Neurocrine Biosciences, Inc.
12780 El Camino Real
San
Diego, CA 92130
(Name and Address of Agent for Service)
(858) 617-7600
(Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
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Darin M. Lippoldt
Chief Legal Officer
Neurocrine Biosciences, Inc.
12780 El Camino Real
San
Diego, CA 92130
(858) 617-7600
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Jason L. Kent, Esq.
Nathan J. Nouskajian, Esq.
Cooley
LLP
4401 Eastgate Mall
San
Diego, CA 92121
(858) 550-6000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Each Class
of Securities to
be
Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering
Price per Share (2)
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Proposed Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock (par value $0.001 per share) issuable under
Inducement Plan
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282,506 shares (3)
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$42.55
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$12,020,631
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$1,394
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
Securities Act
), this registration statement shall also cover any additional shares of the Registrants common stock
that may become issuable under the Neurocrine Biosciences, Inc. Inducement Plan (the
Inducement Plan
) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Pursuant to Rule 457(h)(1) of the Securities Act, the price per share and aggregate offering price are based upon the exercise price of stock options, the exercise of which will result in the issuance of the
Registrants common stock being registered hereunder.
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(3)
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Represents shares of the Registrants common stock that were added to the Inducement Plan pursuant to a share reserve increase approved by the Registrants Board of Directors and made effective on
February 1, 2017.
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8
This Registration
Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 relating to the same benefit plan are effective. This
Registration Statement on Form S-8 registers the offer and sale of an additional 282,506 shares of the Registrants common stock for issuance under the Inducement Plan. The Registrant previously registered shares of its common stock for
issuance under the Inducement Plan on November 4, 2014 (File No. 333-199837) and July 29, 2015 (File No. 333-205933). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by
reference the contents of the Registration Statements referenced above.
Item 8. Exhibits.
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Exhibits:
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Description
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3.1
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Certificate of Incorporation (1)
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3.2
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Certificate of Amendment to Certificate of Incorporation (1)
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3.3
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Bylaws, as amended (1)
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3.4
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Certificate of Amendment of Bylaws (2)
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4.1
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Reference is made to Exhibits 3.1, 3.2 and 3.3.
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4.2
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Form of Common Stock Certificate of the Registrant. (3)
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on the signature page hereto).
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99.1
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Neurocrine Biosciences, Inc. Inducement Plan, as amended. (4)
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99.2
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Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. Inducement Plan, and Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use under the Neurocrine
Biosciences, Inc. Inducement Plan. (5)
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(1)
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Incorporated by reference to Exhibits 3.1 and 3.2 to the Registrants Current Report on Form 8-K filed with the SEC on May 24, 2016, Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with
the SEC on October 2, 2015, and Exhibits 3.1, 3.2 and 3.3 to the Registrants Annual Report on Form 10-K filed with the SEC on February 8, 2013.
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(2)
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Incorporated by reference to the Registrants Current Report on Form 8-K filed with the SEC on September 23, 2016.
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(3)
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Incorporated by reference to the Registrants Registration Statement on Form S-1 (Registration No. 333-03172).
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(4)
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Incorporated by reference to the Registrants Current Report on Form 8-K filed with the SEC on January 6, 2017.
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(5)
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Incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed with the SEC on July 29, 2015.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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
February 14, 2017.
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N
EUROCRINE
B
IOSCIENCES
, I
NC
.
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By:
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/s/ Kevin C. Gorman
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Kevin C. Gorman
Chief Executive
Officer
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POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person whose signature appears below constitutes and appoints K
EVIN
C. G
ORMAN
, P
H
.D. and D
ARIN
M. L
IPPOLDT
, and each or
either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Kevin C. Gorman
Kevin C. Gorman
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Chief Executive Officer
and Director
(Principal
Executive Officer)
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February 14, 2017
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/s/ Timothy P. Coughlin
Timothy P. Coughlin
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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February 14, 2017
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/s/ William H. Rastetter
William H. Rastetter
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Chairman of the Board of Directors
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February 14, 2017
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/s/ Gary A. Lyons
Gary A. Lyons
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Member of the Board of Directors
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February 14, 2017
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/s/ Joseph A. Mollica
Joseph A. Mollica
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Member of the Board of Directors
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February 14, 2017
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/s/ George J. Morrow
George J. Morrow
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Member of the Board of Directors
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February 14, 2017
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/s/ Corinne H. Nevinny
Corinne H. Nevinny
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Member of the Board of Directors
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February 14, 2017
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/s/ Richard F. Pops
Richard F. Pops
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Member of the Board of Directors
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February 14, 2017
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/s/ Alfred W. Sandrock, Jr.
Alfred W. Sandrock, Jr.
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Member of the Board of Directors
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February 14, 2017
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/s/ Stephen A. Sherwin
Stephen A. Sherwin
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Member of the Board of Directors
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February 14, 2017
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EXHIBIT INDEX
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Exhibits:
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Description
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3.1
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Certificate of Incorporation (1)
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3.2
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Certificate of Amendment to Certificate of Incorporation (1)
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3.3
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Bylaws, as amended (1)
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3.4
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Certificate of Amendment of Bylaws (2)
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4.1
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Reference is made to Exhibits 3.1, 3.2 and 3.3.
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4.2
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Form of Common Stock Certificate of the Registrant. (3)
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on the signature page hereto).
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99.1
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Neurocrine Biosciences, Inc. Inducement Plan, as amended. (4)
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99.2
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Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. Inducement Plan, and Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use under the Neurocrine
Biosciences, Inc. Inducement Plan. (5)
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(1)
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Incorporated by reference to Exhibits 3.1 and 3.2 to the Registrants Current Report on Form 8-K filed with the SEC on May 24, 2016, Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with
the SEC on October 2, 2015, and Exhibits 3.1, 3.2 and 3.3 to the Registrants Annual Report on Form 10-K filed with the SEC on February 8, 2013.
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(2)
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Incorporated by reference to the Registrants Current Report on Form 8-K filed with the SEC on September 23, 2016.
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(3)
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Incorporated by reference to the Registrants Registration Statement on Form S-1 (Registration No. 333-03172).
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(4)
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Incorporated by reference to the Registrants Current Report on Form 8-K filed with the SEC on January 6, 2017.
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(5)
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Incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed with the SEC on July 29, 2015.
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