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.
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