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As filed with the Securities and Exchange Commission on July 31, 2009
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)
     
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.
2003 Incentive Stock Plan, As Amended
(Full Title of the Plan)
Kevin C. Gorman
President and 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:
     
Margaret Valeur-Jensen, J.D., Ph.D.
Executive Vice President,
General Counsel and Secretary
Neurocrine Biosciences, Inc.
12780 El Camino Real
San Diego, CA 92130
(858) 617-7600 		  Jason L. Kent, Esq.
Cooley Godward Kronish llp 4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
 
     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. (Check one):
             
Large accelerated filer o    Accelerated filer þ    Non-accelerated filer   o
(Do not check if a smaller reporting company)		   Smaller reporting company o 
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed              
  Title of Each Class           Maximum     Proposed Maximum        
  of Securities to     Amount to be     Offering     Aggregate     Amount of  
  be Registered     Registered (1)     Price per Share (2)     Offering Price (2)     Registration Fee  
 
Common Stock (par value $0.001 per share)
     500,000 shares (3)     $3.23     $1,615,000     $90  
 
 
(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also registers any additional shares of the Registrant’s common stock, par value $0.001 per share, or the Common Stock, as may become issuable under any of the plans as a result of any stock split, stock dividend, recapitalization or similar event.
 
(2)   This estimate is made pursuant to Rule 457(e) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on July 27, 2009, as reported on the Nasdaq Global Select Market.
 
(3)   Represents shares reserved for issuance under the Neurocrine Biosciences, Inc. 2003 Incentive Stock Plan, as amended, or the 2003 Plan. Such shares were added to the 2003 Plan pursuant to a share reserve increase approved by the Registrant’s stockholders in May 2009.
 
 

 

 

TABLE OF CONTENTS
 
 EX-5.1
 EX-23.2

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INTRODUCTION
     This Registration Statement 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 employee benefit plan are effective. We previously registered shares of our Common Stock for issuance under the 2003 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission, or SEC, on June 6, 2003 (File No. 333-105907), September 2, 2004 (File No. 333-118773), August 4, 2005 (File No. 333-127214), July 20, 2006 (File No. 333-135909), November 2, 2007 (File No. 333-147120) and August 1, 2008 (File No. 333-152689). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, 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 July 31, 2009.
         
  Neurocrine Biosciences, Inc.
 		  
  By:   /s/ Kevin C. Gorman    
    Kevin C. Gorman   
    President and Chief Executive Officer   
 

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EXHIBIT INDEX
         
Exhibits:   Description
 
  4.1    
Form of Common Stock Certificate (1)
       
 
  5.1    
Opinion of Cooley Godward Kronish LLP
       
 
  10.1    
Neurocrine Biosciences, Inc. 2003 Incentive Stock Plan, as amended, and form of stock option agreement and restricted stock unit agreement (2)
       
 
  23.1    
Consent of Cooley Godward Kronish LLP (included as Exhibit 5.1 to this filing)
       
 
  23.2    
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
       
 
  24.1    
Power of Attorney (included on the signature page hereto)
 
(1)   Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-03172)
 
(2)   Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2009

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