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Neurocrine Biosciences Inc. – ‘S-8 POS’ on 8/3/20

On: Monday, 8/3/20, at 4:45pm ET · Effective: 8/3/20 · Accession #: 914475-20-22 · File #: 333-175889

13 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/03/20  Neurocrine Biosciences Inc.       S-8 POS     8/03/20    3:211K

Post-Effective Amendment of a Form S-8 Registration
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment of a Form S-8              HTML     69K 
                Registration                                                     
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     12K 
 3: EX-23.2     Consent of Expert or Counsel                        HTML      7K

‘S-8 POS’ — Post-Effective Amendment of a Form S-8 Registration
Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Power of Attorney (included on the signature page hereto)
1	1st Page – Filing Submission
"	Power of Attorney (included on the signature page hereto)

This is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

As filed with the Securities and Exchange Commission on August 3, 2020

Registration No. 333-175889

Registration No. 333-190178

Registration No. 333-197916

Registration No. 333-205933

Registration No. 333-212871

Registration No. 333-223020

Registration No. 333-226971

Registration No. 333-234501

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-175889)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-190178)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-197916)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-205933)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-212871)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-223020)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-226971)

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-234501)

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 or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

12780 El Camino Real

San Diego, CA 92130

(Address of Principal Executive Offices)

Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan

Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan

(Full Title of the Plan)

Kevin C. Gorman, Ph.D.

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)

Copy to:

Darin M. Lippoldt

Jason L. Kent, Esq.

Chief Legal Officer

Cooley LLP

Neurocrine Biosciences, Inc.

4401 Eastgate Mall

12780 El Camino Real

San Diego, CA 92121

San Diego, CA 92130

(858) 550-6000

(858) 617-7600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE

Neurocrine Biosciences, Inc. (the “Registrant”) hereby amends its registration statements on Form S-8 (File Nos. 333-175889, 333-190178, 333-197916, 333-205933, 333-212871, 333-223020, 333-226971 and 333-234501) (collectively, the “Registration Statements”) by filing this Post-Effective Amendment No. 1 to the Registration Statements (this “Post-Effective Amendment”) to reflect that the Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) was replaced by the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan (the “2020 Plan”).

On May 19, 2020 (the “Effective Date”), the Registrant’s stockholders approved the 2020 Plan, which is a successor to and continuation of the 2011 Plan. No additional awards will be granted under the 2011 Plan. The maximum number of shares of the Registrant’s common stock that may be issued pursuant to the 2020 Plan will not exceed 16,934,228, which number is the sum of (i) 3,300,000 new shares, plus (ii) 13,634,228 shares consisting of (1) the number of shares available for the grant of new awards under the 2011 Plan as of immediately following the Effective Date and (2) shares of common stock subject to a 2011 Plan award that following the Effective Date: (a) are not issued because such 2011 Plan award or any portion thereof expires or otherwise terminates without all of the shares covered by such 2011 Plan award having been issued; (b) are not issued because such 2011 Plan award or any portion thereof is settled in cash; or (c) are forfeited back to or repurchased by the Registrant because of the failure to meet a contingency or condition required for the vesting of such shares ((1) and (2) together, the “Carryover Shares”).

Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as originally disclosed in the Registration Statements, the Registrant is filing this Post-Effective Amendment to reflect that, as of the Effective Date, the Carryover Shares may be issued under the 2020 Plan and to file as an exhibit hereto a copy of the 2020 Plan. This Post-Effective Amendment amends and supplements the items listed below. All other items of the Registration Statement are incorporated herein by reference without change.

Contemporaneously with the filing of this Post-Effective Amendment, the Registrant is filing a Registration Statement on Form S-8 to register 3,300,000 shares of common stock authorized for issuance pursuant to the 2020 Plan, which amount excludes the Carryover Shares. No additional shares of common stock are being registered by this Post-Effective Amendment.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.			INCORPORATION OF DOCUMENTS BY REFERENCE.
			The following documents previously filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into the Registration Statements:

			1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on February 7, 2020;

			2. The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 6, 2020;

			3. The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed with the Securities and Exchange Commission on August 3, 2020;

			4. The Registrant’s Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof), filed with the Securities and Exchange Commission on February 4, 2020, April 9, 2020, May 21, 2020 and June 16, 2020;

			5. The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 from the Registrant’s Definitive Proxy Statement on Schedule 14A (other than information furnished rather than filed), filed with the Securities and Exchange Commission on April 9, 2020; and

			6. The description of the Registrant’s common stock set forth in the registration statement on Form 8-A, filed with the Securities and Exchange Commission on April 3, 1996, including any amendments or reports filed for the purposes of updating this description.

			All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Post-Effective Amendment and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into the Registration Statements and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Securities and Exchange Commission shall not be deemed incorporated by reference into the Registration Statements. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of the Registration Statements to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of the Registration Statements, except as so modified or superseded.

ITEM 4.			DESCRIPTION OF SECURITIES.
			Not applicable.

ITEM 5.			INTERESTS OF NAMED EXPERTS AND COUNSEL.
			Not applicable.


ITEM 6.			INDEMNIFICATION OF DIRECTORS AND OFFICERS.
			Section 145 of the Delaware General Corporation Law (“DGCL”) generally allows the Registrant to indemnify directors and officers for all expenses, judgments, fines and amounts in settlement actually paid and reasonably incurred in connection with any proceedings so long as such party acted in good faith and in a manner reasonably believed to be in or not opposed to the Registrant’s best interests and, with respect to any criminal proceedings, if such party had no reasonable cause to believe his or her conduct to be unlawful. Indemnification may only be made by the Registrant if the applicable standard of conduct set forth in Section 145 has been met by the indemnified party upon a determination made (i) by the Registrant’s board of directors by a majority vote of the directors who are not parties to such proceedings, even though less than a quorum, (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iii) by the stockholders.

			The Registrant’s bylaws, as amended, provide for indemnification of its directors and officers to the fullest extent permitted by law.

			Section 102(b)(7) of the DGCL provides that a certificate of incorporation may include a provision which eliminates or limits the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, relating to prohibited dividends or distributions or the repurchase or redemption of stock or (iv) for any transaction from which the director derives an improper personal benefit. The Registrant’s certificate of incorporation, as amended, includes such a provision. As a result of this provision, the Registrant and its stockholders may be unable to obtain monetary damages from a director for breach of his or her duty of care.

			As permitted by the DGCL, the Registrant has entered into indemnity agreements with each of its executive officers and directors. The indemnity agreements incorporate the relevant provisions of the DGCL and require the Registrant, among other things, to indemnify its executive officers and directors for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by each executive officer or director in any action or proceeding arising out of their services as one of the Registrant’s executive officers or directors, or to any of the Registrant’s subsidiaries or any other company or enterprise to which such person provides services at the Registrant’s request.

			There is at present no pending litigation or proceeding involving any of the Registrant’s directors or executive officers as to which indemnification is required or permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

			The Registrant has an insurance policy in place that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

ITEM 7.			EXEMPTION FROM REGISTRATION CLAIMED.
			Not applicable.

ITEM 8.

EXHIBITS.

Exhibits:

Description

3.1

Certificate of Incorporation, as amended. (1)

3.2

Bylaws, as amended. (2)

4.1

Reference is made to Exhibits 3.1 and 3.2.

4.2

Form of Common Stock Certificate of the Registrant. (3)

4.3

Indenture, dated as of May 2, 2017, by and between the Registrant and U.S. Bank National Association, as Trustee. (4)

4.4

Form of Note representing the Registrant’s 2.25% Convertible Notes due 2024. (5)

5.1

Opinion of Cooley LLP.

23.1

Consent of Cooley LLP (included in Exhibit 5.1).

23.2

Consent of Independent Registered Public Accounting Firm.

24.1

Power of Attorney (included on the signature page hereto).

99.1

Neurocrine Biosciences, Inc. 20 11 Equity Incentive Plan. (6)

99.2

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan, and Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use under the Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan. (7)

99.3

Neurocrine Biosciences, Inc. 2020 Equity Incentive Plan. (8)

99.4

(1) Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2018.

(2) Incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2018.

(3) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-03172).

(4) Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on May 2, 2017.

(5) Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on May 2, 2017.

(6) Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on May 23, 2019.

(7) Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on June 1, 2015.

(8) Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on August 3, 2020.

(9) Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on August 3, 2020.

ITEM 9.

UNDERTAKINGS.

(a)

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statements:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; and

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on August 3, 2020.

NEUROCRINE BIOSCIENCES, INC.

By:

Kevin C. Gorman, Ph.D.

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints KEVIN C. GORMAN, PH.D., and DARIN LIPPOLDT, 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 Post-Effective Amendment and any and all amendments (including post-effective amendments) to the Registration Statements (File Nos. 333-175889, 333-190178, 333-197916, 333-205933, 333-212871, 333-223020, 333-226971 and 333-234501), 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, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

Chief Executive Officer and Director

August 3, 2020

Kevin C. Gorman, Ph.D.

(Principal Executive Officer)

Chief Financial Officer

August 3, 2020

Matthew C. Abernethy

(Principal Financial and Accounting Officer)

Chairman of the Board of Directors

August 3, 2020

William H. Rastetter, Ph.D.

Director

August 3, 2020

Gary A. Lyons

Director

August 3, 2020

George J. Morrow

Director

August 3, 2020

Leslie V. Norwalk

Director

August 3, 2020

Richard F. Pops

Director

August 3, 2020

Shalini Sharp

Director

August 3, 2020

Stephen A. Sherwin, M.D.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-8 POS’ Filing	Date	Other Filings

Filed on / Effective on:	8/3/20	10-Q, 8-K, S-8
	6/30/20	10-Q
	5/19/20	4, 8-K, DEF 14A
	3/31/20	10-Q
	12/31/19	10-K
	5/23/19	4, 8-K
	11/5/18	10-Q, 4, 8-K
	5/2/17	4, 8-K
	6/1/15	3, 4, 8-K
	4/3/96
		List all Filings

13 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/03/20  Neurocrine Biosciences Inc.       10-Q        6/30/20   60:8.4M
 6/16/20  Neurocrine Biosciences Inc.       8-K:1,9     6/12/20   11:237K                                   ActiveDisclosure/FA
 5/21/20  Neurocrine Biosciences Inc.       8-K:5       5/19/20   10:240K                                   ActiveDisclosure/FA
 5/06/20  Neurocrine Biosciences Inc.       10-Q        3/31/20   59:7.2M                                   ActiveDisclosure/FA
 4/09/20  Neurocrine Biosciences Inc.       DEF 14A     5/19/20    1:2M                                     ActiveDisclosure/FA
 4/09/20  Neurocrine Biosciences Inc.       8-K:5       4/06/20   10:164K                                   ActiveDisclosure/FA
 2/07/20  Neurocrine Biosciences Inc.       10-K       12/31/19   80:13M                                    ActiveDisclosure/FA
 2/04/20  Neurocrine Biosciences Inc.       8-K:2,5,9   2/01/20   12:844K                                   ActiveDisclosure/FA
11/05/18  Neurocrine Biosciences Inc.       10-Q        9/30/18   53:7.5M                                   ActiveDisclosure/FA
 5/30/18  Neurocrine Biosciences Inc.       8-K:5,9     5/24/18    3:226K                                   Donnelley … Solutions/FA
 5/02/17  Neurocrine Biosciences Inc.       8-K:1,2,3,9 5/02/17    5:871K                                   Donnelley … Solutions/FA
 6/01/15  Neurocrine Biosciences Inc.       8-K:5,9     5/28/15    2:229K                                   Donnelley … Solutions/FA
 5/22/96  Neurocrine Biosciences Inc.       S-1/A                  6:856K                                   Donnelley Fin’l S… 05/FA

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Filing Submission 0000914475-20-000022 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Neurocrine Biosciences Inc. – ‘S-8 POS’ on 8/3/20

On: Monday, 8/3/20, at 4:45pm ET · Effective: 8/3/20 · Accession #: 914475-20-22 · File #: 333-175889

Post-Effective Amendment of a Form S-8 RegistrationFiling Table of Contents

‘S-8 POS’ — Post-Effective Amendment of a Form S-8 RegistrationDocument Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

13 Previous Filings that this Filing References

Post-Effective Amendment of a Form S-8 Registration
Filing Table of Contents

‘S-8 POS’ — Post-Effective Amendment of a Form S-8 Registration
Document Table of Contents