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NBIX > SEC Filings for NBIX > Form 8-K on 27-Feb-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and E

Item 1.01 Entry Into a Material Definitive Agreement.

On February 26, 2014, we entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the "Underwriters") relating to the issuance and sale of 8,000,000 shares of our common stock, par value $0.001 per share. The price to the public in this offering is $17.75 per share, and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $16.685 per share. The net proceeds to Neurocrine from this offering are expected to be approximately $133.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The offering is expected to close on or about March 4, 2014, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, we have granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,200,000 shares of common stock from us.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The offering is being made pursuant to Neurocrine's effective registration statement on Form S-3ASR (Registration Statement No. 333-194123) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

On February 25, 2014, we issued a press release announcing that we had commenced the offering. On February 26, 2014, we issued a press release announcing the pricing of the offering. The press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

          Exhibit No.   Description

           1.1          Underwriting Agreement, dated February 26, 2014

           5.1          Opinion of Cooley LLP

          23.1          Consent of Cooley LLP (included in Exhibit 5.1)

          99.1          Press Release dated February 25, 2014

          99.2          Press Release dated February 26, 2014

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