Table of Contents

As filed with the Securities and Exchange Commission on September 11, 2003

Registration No. 333-

---

---

SECURITIES AND EXCHANGE COMMISSION

Delaware		2836		33-0525145
(State or other jurisdiction		(Primary Standard Industrial		(I.R.S. Employer
of incorporation or organization)		Classification Code Number)		Identification Number)

10555 Science Center Drive
San Diego, California 92121
(858) 658-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Agent for Service:		Copies to:
Gary A. Lyons		Scott N. Wolfe, Esq
President and Chief Executive Officer		Robert E. Burwell, Esq
Neurocrine Biosciences, Inc.		Latham & Watkins LLP
10555 Science Center Drive		12636 High Bluff Drive, Suite 300
San Diego, California 92121		San Diego, California 92130
(858) 658-7600		(858) 523-5400

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [   ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-105917

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [   ]

CALCULATION OF REGISTRATION FEE

		Proposed Maximum				Amount of
Title of Securities		Aggregate Offering				Registration
to be Registered		Price(1)				Fee(2)
Preferred Stock, par value $0.001 per share, and Common Stock, par value $0.001 per share (3)(4)		$	28,562,500			$	2,311

---

(1)		Estimated solely for purposes of calculating the registration fee, which is calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act. Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities listed and, therefore, the table does not specify by each class information as to the amount to be registered, the proposed maximum offering price per unit or the proposed maximum aggregate offering price.
(2)		Amount calculated pursuant to Section 6(b) under the Securities Act.
(3)		This registration statement also covers such indeterminate number of securities that may be issued upon exchange for, or upon conversion of, as the case may be, the securities registered hereunder.
(4)		Each share of common stock includes a right to purchase one one-thousandth of a share of Series A Participating preferred stock, par value $0.001 per share.

 

---

Explanatory Note
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.2

---

Table of Contents

Explanatory Note

     This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature pages, an exhibit index, an accountant’s consent and an opinion of counsel. Pursuant to Rule 462(b), the contents of our registration statement on Form S-3 (File No. 333-105917), including the exhibits thereto (the “Initial Registration Statement”), are incorporated by reference into this registration statement. This registration statement covers the registration of an additional $28,562,500 aggregate offering price of our preferred stock and common stock for sale in the offering related to the Initial Registration Statement. Such additional shares of preferred stock and common stock are being sold by us.

2

---

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, Neurocrine Biosciences, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 September 11, 2003.

		Neurocrine Biosciences, Inc.
		By:		/s/ GARY A. LYONS
				Gary A. Lyons President, Chief Executive Officer and Director

     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.

Signature		Title		Date
/s/ GARY A. LYONS Gary A. Lyons		President, Chief Executive Officer and Director (Principal Executive Officer)		September 11, 2003
/s/ PAUL W. HAWRAN Paul W. Hawran		Chief Financial Officer (Principal Financial and Accounting Officer)		September 11, 2003
/s/ JOSEPH A. MOLLICA Joseph A. Mollica		Chairman of the Board of Directors		September 11, 2003
/s/ W. THOMAS MITCHELL W. Thomas Mitchell		Director		September 11, 2003
/s/ RICHARD F. POPS Richard F. Pops		Director		September 11, 2003
/s/ STEPHEN A. SHERWIN Stephen A. Sherwin		Director		September 11, 2003
Lawrence Steinman		Director		September 11, 2003
/s/ WYLIE W. VALE Wylie W. Vale		Director		September 11, 2003

3

---

Table of Contents

EXHIBIT INDEX

Exhibit Number		Description
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins LLP (reference is made to Exhibit 5.1)
23.2		Consent of Ernst & Young LLP, Independent Auditors

 

                                                                     EXHIBIT 5.1


                       [LATHAM & WATKINS LLP LETTERHEAD]

September 11, 2003

                                                            File No. 027564-0011

Neurocrine Biosciences, Inc.
10555 Science Center Drive
San Diego, California 92121

      Re:   $28,562,500 Aggregate Offering Price of Securities of Neurocrine
            Biosciences, Inc.

Ladies and Gentlemen:

      In connection with the registration statement on Form S-3 (the
"Registration Statement") to be filed by Neurocrine Biosciences, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), which registration statement incorporates by reference the
contents of the registration statement (file no. 333-105917) filed by the
Company, including the exhibits therewith (the "Initial Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.

      You have provided us with a prospectus (the "Prospectus"), which is a part
of the Initial Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each, a
"Prospectus Supplement"). In connection with the Registration Statement, the
Prospectus as supplemented by various Prospectus Supplements will provide for
the registration by the Company of up to $28,562,500 aggregate offering price of
(i) shares of preferred stock, par value $0.001 per share (the "Preferred
Stock"), (ii) shares of common stock, par value $0.001 per share (the "Common
Stock"), or (iii) any combination of the foregoing (collectively, the
"Securities"). Any series of Preferred Stock may be convertible and/or
exchangeable for Common Stock or another series of Preferred Stock.

      In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities. For the purposes of this opinion, we have assumed that proceedings
to be taken in the future will be timely completed in the manner proposed and
that the terms of each issuance of the Securities will otherwise be in
compliance with law. In addition, we have examined such matters of fact and
questions of law as we have considered appropriate for purposes of this letter.

SEPTEMBER 11, 2003
PAGE 2

[LATHAM & WATKINS LLP LOGO]


      In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as copies. We have
been furnished with, and with your consent have relied upon, certificates of
officer(s) of the Company with respect to certain factual matters. In addition,
we have obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary.

      We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware and we express no opinion
with respect to the applicability thereto, or the effect thereon, of any other
laws, or as to any matters of municipal law or the laws of any other local
agencies within the state.

      Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:

      1. When (a) the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act and (b) a
series of Preferred Stock has been duly established in accordance with the terms
of the Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") and applicable law, and upon adoption by the Board of Directors
of the Company or a committee thereof of a resolution with respect to the
issuance and sale of the Preferred Stock in form and content as required by
applicable law, and upon issuance and delivery of and payment of legal
consideration in excess of the par value thereof for shares of Preferred Stock
in the manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s) and by such resolution, and assuming that (i)
the terms of such shares are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) at the time of
issuance of such shares, the Company has a sufficient number of authorized but
unissued shares under the Company's Restated Certificate of Incorporation, (iii)
such shares do not violate any law applicable to the Company or result in a
default under or breach of any agreement or investment binding upon the Company,
and (iv) such shares comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, such shares of Preferred
Stock (including any Preferred Stock duly issued upon the exchange or conversion
of any shares of Preferred Stock that are exchangeable or convertible into
another series of Preferred Stock) will be validly issued, fully paid and
nonassessable.

      2. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company or a duly formed committee
thereof of a resolution in form and content as required by applicable law and
upon issuance and delivery of and payment of legal consideration in excess of
the par value thereof for shares of Common Stock in the manner contemplated by
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s) and by such resolution, and assuming that (i) the terms of such
shares are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), (ii) at the time of issuance of such shares,
the Company has a sufficient number of authorized but unissued shares under the

SEPTEMBER 11, 2003
PAGE 3

[LATHAM & WATKINS LLP LOGO]

Company's Restated Certificate of Incorporation, and (iii) such shares comply
with all requirements and restrictions, if any, applicable to the Company,
whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, such shares of Common Stock (including any Common
Stock duly issued upon the exchange or conversion of shares of Preferred Stock
that are exchangeable or convertible into Common Stock) will be validly issued,
fully paid and nonassessable.

      We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" in the Prospectus and any Prospectus Supplement.

                                               Very truly yours,

                                               /s/  LATHAM & WATKINS LLP

                                                                    EXHIBIT 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement previously filed on Form S-3 (333-105917) and related
Prospectus and Prospectus Supplement of Neurocrine Biosciences, Inc. for the
registration of its common stock and to the incorporation by reference therein
of our report dated January 24, 2003, with respect to the financial statements
of Neurocrine Biosciences, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 2002, filed with the Securities and Exchange
Commission, which Registration Statement has been incorporated by reference into
the Registration Statement on Form S-3 dated on or about September 11, 2003.

                                      /s/ ERNST & YOUNG LLP


San Diego, California
September 10, 2003