-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OiBnZPZT5AU1nQHZvhAgebLjM88XvYx7g/Wo4CtEVGQhow3r1LOjvWVooz2qcSba slUMasnBqQ40/k8fHzEVhQ== 0000950123-96-002943.txt : 19960613 0000950123-96-002943.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950123-96-002943 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960610 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUROCRINE BIOSCIENCES INC CENTRAL INDEX KEY: 0000914475 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330525145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46089 FILM NUMBER: 96578756 BUSINESS ADDRESS: STREET 1: 3050 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 MAIL ADDRESS: STREET 1: 3050 SCIENCE PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIBA GEIGY LTD CENTRAL INDEX KEY: 0000868073 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 WALL ST STREET 2: C/O MORGAN GUARANTY TRUST CO OF NEW YORK CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2126483200 SC 13D 1 FORM SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NEUROCRINE BIOSCIENCES, INC. (Name of Issuer) COMMON STOCK, .001 PAR VALUE (Title of Class of Securities) 64125C109 (CUSIP Number) Dr. Herbert Gut Ciba-Geigy Limited Klybeckstrasse 141 CH-4002, Basle Switzerland 41-61-696-1111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 31, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Page 1 of 9 pages. 2 SCHEDULE 13D - ------------------- ------------------- CUSIP NO. 64125C109 Page 2 of 9 Pages - ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ciba-Geigy Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / / ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,121,353 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,121,353 PERSON ------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,121,353 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 Page 2 of 9 pages 3 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the common stock, .001 par value ("Common Stock"), of Neurocrine Biosciences, Inc., a California corporation ("Neurocrine"). The principal executive offices of Neurocrine are located at 3050 Science Park Road, San Diego, California 92121. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Ciba-Geigy Limited, a Swiss corporation ("Ciba"). The principal executive offices of Ciba are located at Klybeckstrasse 141, CH-4002 Basle, Switzerland. Ciba is the publicly owned parent company of a group of affiliated companies, commonly known as the Ciba Group, which was formed in October 1970 by the merger of two established Swiss companies, Ciba Limited and J.R. Geigy S.A. Shares of Ciba are listed for trading on various stock exchanges in Switzerland, including the Zurich Stock Exchange. Companies in the Ciba Group are principally engaged in the research and development, production and worldwide marketing of various kinds of pharmaceuticals and specialty chemicals, as well as electronic equipment. The name, business address, present principal occupation and citizenship of each executive officer and member of the Board of Directors of Ciba is set forth on Schedule I hereto and is incorporated by reference herein. Neither Ciba nor, to the best knowledge of Ciba, any of the persons listed on Schedule I hereto, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Certain such matters relating to Ciba-Geigy Corporation, a subsidiary of Ciba, are described in Schedule II hereto and are incorporated by reference herein. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 31, 1996, Ciba acquired 476,191 shares of Common Stock for an aggregate purchase price of $5,000,000. Ciba had previously acquired 645,162 shares of Common Stock for an aggregate purchase price of $5,000,000. In each such case, the funds for the acquisitions were obtained from working capital. ITEM 4. PURPOSE OF TRANSACTION. Ciba has acquired the Common Shares for the purpose of investment. Ciba has an ongoing relationship with Neurocrine in that Ciba and Neurocrine are engaged in a collaborative research and development program. Except as otherwise indicated in this statement, Ciba does not have any plans or proposals with respect to Neurocrine that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Ciba beneficially owns 1,121,353 shares of Common Stock, constituting approximately 6.8% of the outstanding Common Stock. Page 3 of 9 pages. 4 (b) Ciba has the sole power to vote and dispose of all 1,121,353 shares of Common Stock owned by it. (c) Neither Ciba nor, to the best knowledge of Ciba, any of the persons listed on Schedule I hereto, has effected any transaction in the Common Stock in the past 60 days. (d) No person other than the record owner referred to herein is known to have the right to receive or the power to direct the receipt of dividends from or proceeds of the sale of shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. To the best knowledge of Ciba there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of Neurocrine. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 4 of 9 pages. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 10, 1996 CIBA-GEIGY LIMITED By /s/ Hans F. Mohr ---------------------------------------- Name: Hans F. Mohr Title: Head of Pharma Licensing By /s/ Herbert Gut ---------------------------------------- Name: Herbert Gut Title: Senior Division Counsel Page 5 of 9 pages. 6 SCHEDULE I Members of the Board of Directors, the Committee of the Board of Directors and the Executive Committee of Ciba-Geigy Limited.
NAME AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION Dr. Alex Krauer Switzerland Since 1987: Chairman of the Board of Directors and Chairman and Chief Executive Member of the Committee of the Board of Directors Officer c/o Ciba-Geigy Limited CH-4002 Basle Switzerland Prof. Dr. Helmut Sihler Austria Since 1983: Member of the Board of Directors c/o Henkel KGaA D-40191 Dusseldorf Since 1992: Member of the Committee of the Board Germany of Directors Since 1993: Vice-Chairman Retired Chairman of the Central Board of Management of Henkel KGaA, Germany Birgit Breuel Germany As of October 1, 1994: Member of the Board of Treuhandanstalt Directors Detiev-Rohwedder-Haus Leipziger Strasse 5-7 President of Treuhandanstalt, Berlin D-10100 Berlin Germany Prof. Max M. Burger Switzerland/USA Since 1980: Member of the Board of Directors c/o Friedrich Miescher Institute Director of Friedrich P.O. Box 2543 Miescher Institute, Basle CH-4002 Basle Switzerland Kasper V. Cassani Switzerland Since 1985: Member of the Board of Directors C/o IBM Switzerland CH-8002 Zurich Since 1994: Member of the Committee of the Board Switzerland of Directors Retired Vice-Chairman of IBM Corporation Dr. William J. Rutter U.S.A. Since 1995: Member of the Board of Directors c/o Chiron Corporation 4560 Horton St. Chairman of Chiron Corporation Emeryville, CA 94608-2916
Page 6 of 9 pages. 7
NAME AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION David de Pury Switzerland Since 1992: Member of the Board of Directors c/o ABB ASEA Brown Boveri AG Co-Chairman of the Board of ABB ASEA Brown P.O. Box 8131 Bovari AG, Zurich CH-8050 Zurich Switzerland Walter G. Frehner Switzerland Since 1994: Member of the Board of Directors c/o Swiss Bank Corporation Aeschenplatz 6 Chairman of the Board of Directors of Swiss Bank CH-4002 Basle Corporation Switzerland Rainer E. Gut Switzerland Since 1985: Member of the Board of Directors c/o Credit Suisse Paradeplatz CH-8021 Zurich Since 1994: Member of the Committee of the Board Switzerland of Directors Chairman of the Board of Directors of the Credit Suisse Prof. Jean-Marie Lehn France Since 1991: Member of the Board of Directors c/o Institute le Bel University Louis Pasteur Universite Louis Pasteur, Institute le Bel, Professeur 4.rue Blaise Pascal au Collage de France a Paris F-67070 Strassbourg cedex France Michael Ringier Switzerland Since 1993: Member of the Board of Directors c/o Ringier AG Dutourstrasse 23 Chairman of the Board of Ringier AG CH-8008 Zurich Switzerland Prof. Hugo E.R. Uyterhoeven USA Since 1980: Member of the Board of Directors c/o Harvard University Graduate School of Business Professor and Senior Associate Administration Dean at Harvard Business School, Boston Morgan 349 Boston, MA 02163 Ingrid Duplain Switzerland Since 1996: Secretary of the Committee of the Board c/o Ciba-Geigy Limited of Directors and the Executive Committee (not a CH-4002 Basle member) Switzerland Head Central Secretariat
Page 7 of 9 pages. 7 8
NAME AND BUSINESS ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION Pierre E. Douaze France 1991: Responsible for the Pharma and Self- c/o Ciba-Geigy Limited Medication Divisions, and worldwide Head of the CH-4002 Basle Pharma Division Switzerland Dr. Hans Kindler Switzerland 1990: Responsible for Personnel, Production and c/o Ciba-Geigy Limited Technology and Safety and Environmental CH-4002 Basle Protection Switzerland Dr. Rolf A. Meyer Switzerland 1992: Chief Financial Officer c/o Ciba-Geigy Limited CH-4002 Basle Switzerland Dr. Wolfgang Samo Switzerland 1993: Responsible for the Plant Protection, Animal c/o Ciba-Geigy Limited Health and Seeds Divisions, and worldwide Head of CH-4002 Basle the Plant Protection Division Switzerland Dr. Hermann Vodicka Austria 1993: Responsible for the Polymers, Composites, c/o Ciba-Geigy Limited Mettler-Toledo and Ciba-Vision Divisions and CH-4002 Basle worldwide Head of the Polymers Division Switzerland
Page 8 of 9 pages. 8 9 SCHEDULE II On February 28, 1992, Ciba-Geigy Corporation ("CGC") and two employees from its Toms River plant pleaded guilty in Superior Court, Law Division, Mercer County, New Jersey, to one count of unintentional illegal disposal of pollutants in a double-lined landfill. Judgment of conviction was entered on March 23, 1992. As part of the settlement agreement, CGC paid a criminal fine of $3.5 million, civil penalties of $5.5 million and administrative costs of $2.35 million. At the same time, it made a contribution to the State of New Jersey of $2.5 million for environmental purposes. On August 14, 1992, CGC pleaded no contest in Louisiana State Court, 18th Judicial District, to fifteen misdemeanor counts arising from falsification of certain back-up quality control data relating to water discharge permits at its St. Gabriel plant and paid a $250,000 fine. At the same time, it made two contributions of $50,000 each to the Sheriff's offices of Iberville Parish and West Baton Rouge Parish. In 1992, CGC pleaded guilty to an Environmental Control Complaint and Summons resulting from an odor emission at its Newport, Delaware plant site. The matter was under the jurisdiction of the Delaware Justice of the Peace Court, Newport, Delaware. A fine of $598.50 was paid. Page 9 of 9 pages. 9 -----END PRIVACY-ENHANCED MESSAGE-----