================================================================================ 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 the earliest event reported): November 27, 2001 NEUROCRINE BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28150 33-0525145 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification Number) incorporation) 10555 SCIENCE CENTER DRIVE, SAN DIEGO, CA 92121 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 658-7600 N/A (Former name or former address, if changed since last report.) ================================================================================ 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 On November 27, 2001, the Company announced that it intends to file a preliminary prospectus supplement to its $200 million universal shelf registration statement with the Securities and Exchange Commission relating to the proposed underwritten public offering of 3,250,000 shares of its common stock. A copy of the Company's press release announcing its intention to file a preliminary prospectus supplement, dated November 27, 2001, is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7. EXHIBITS (c) Exhibits. The following exhibits are filed herewith: Exhibit Number Description of Exhibit ------------ ----------------------------------------- 99.1 Press Release, dated November 27, 2001. 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. Dated: November 27, 2001 /s/ Paul W. Hawran ----------------- ------------------ Paul W. Hawran Executive Vice President and Chief Financial OfficerEXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------- ------------------------------------------------------------ 99.1 Press Release, dated November 27, 2001.
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact at Neurocrine Biosciences Elizabeth Foster or Paul Hawran (858) 658-7600 NEUROCRINE BIOSCIENCES TO FILE PRELIMINARY PROSPECTUS SUPPLEMENT FOR 3,250,000 SHARE PUBLIC OFFERING San Diego, CA, November 27, 2001-Neurocrine Biosciences, Inc. (NASDAQ:NBIX) today announced that it intends to file a preliminary prospectus supplement to its $200 million universal shelf registration statement with the Securities and Exchange Commission relating to the proposed underwritten public offering of 3,250,000 shares of its common stock. The company also proposes to grant an option to the underwriters to purchase up to 487,500 shares of common stock solely to cover over-allotments. All of the shares are being sold by Neurocrine Biosciences. The joint bookrunning managers for the offering announced today are Deutsche Banc Alex. Brown and Credit Suisse First Boston Corporation. Co-managers of this offering are CIBC World Markets Corp., Lehman Brothers Inc., and UBS Warburg LLC. A preliminary prospectus supplement relating to the shares referenced above is expected to be filed with the Securities and Exchange Commission tomorrow. These securities may not be sold nor may offers to buy be accepted prior to the time that the prospectus supplement is final. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state. Neurocrine Biosciences, Inc. is a product-based biopharmaceutical company focused on neurological and endocrine diseases and disorders. Our product candidates address some of the largest pharmaceutical markets in the world including insomnia, anxiety, depression, malignant brain tumors and peripheral cancers, diabetes, multiple sclerosis, irritable bowel syndrome, eating disorders, pain, stroke, and certain female health disorders. Copies of the preliminary prospectus supplement may be obtained from the Prospectus Departments at Deutsche Banc Alex. Brown, One South Street, Baltimore, MD 21202, (410) 895-2070, Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, NY 10010, (212) 325-2000 or from the offices of any of the managing underwriters identified above. ###