================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-K --------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of the earliest event reported): January 14, 2002 NEUROCRINE BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28150 33-0525145 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 10555 SCIENCE CENTER DRIVE, SAN DIEGO, CA 92121 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 658-7600 N/A (Former name or former address, if changed since last report.) ================================================================================ This Current Report on Form 8-K is filed by Neurocrine Biosciences, Inc., a Delaware corporation (the "Company"), in connection with the matters described herein. ITEM 5. OTHER EVENTS On January 11, 2002, the Company announced that its Board of Directors approved an amendment of its shareholder rights plan to increase the initial exercise price of the rights issued pursuant to the plan from $51.75 to $350.00 per right. The intent of the increase is to preserve the effectiveness of the plan in view of the recent appreciation of the company's stock price. No other amendments were made to the plan. The shareholder rights plan was originally approved in April 1997. The Company was advised by Robertson Stephens, Inc. ITEM 7. EXHIBITS (a) Exhibits. The following exhibits are filed herewith: Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Amended and Restated Preferred Shares Rights Agreement 99.1 Press Release dated January 11, 2002 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 14, 2002 NEUROCRINE BIOSCIENCES, Inc. By: /s/ PAUL W. HAWRAN ----------------------------------- Paul W. Hawran Executive Vice President and Chief Financial Officer