<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate Box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
[X] Definitive proxy statement Commission Only (as permitted by
[ ] Definitive additional materials Rule 14a-6(e)(2))
[ ] Soliciting material pursuant
to Rule 14a-11(c) or Rule 14a-12
Neurogen Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies: N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11: N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: N/A
- --------------------------------------------------------------------------------
(5) Total fee paid: $125.00
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
_________________________________________________________________
(2) Form, schedule or registration statement no.:
_________________________________________________________________
(3) Filing party:
_________________________________________________________________
(4) Date filed:
_________________________________________________________________
<PAGE>
[LOGO]
NEUROGEN CORPORATION
April 28, 1995
To the Stockholders of Neurogen Corporation:
On behalf of the Board of Directors, I cordially invite you to attend
the 1995 Annual Meeting of Stockholders of Neurogen Corporation. The Annual
Meeting will be held on Tuesday, June 6, 1995, at 10:00 a.m., local time, at the
Peninsula Hotel, 700 Fifth Avenue, New York, New York (the corner of 55th Street
and 5th Avenue).
A description of business to be conducted at the Annual Meeting is set
forth in the attached Notice of Annual Meeting and Proxy Statement. Also
enclosed is a copy of our 1994 Annual Report to Stockholders.
It is important that your views be represented whether or not you are
able to be present at the Annual Meeting. Please mark, sign, date and return
the enclosed proxy card promptly in the accompanying postage-paid envelope. By
returning the proxy, you can help the Company avoid the expense of duplicate
proxy solicitations and possibly having to reschedule the Annual Meeting if a
quorum of outstanding shares is not present or represented by proxy. If you
attend the Annual Meeting and wish to change your proxy vote, you may do so
simply by voting in person at the Annual Meeting.
Sincerely,
HARRY H. PENNER, JR.
President and Chief Executive Officer
<PAGE>
NEUROGEN CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 6, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Neurogen Corporation will be held on Tuesday, June 6, 1995, at 10:00 a.m., local
time, at the Peninsula Hotel, 700 Fifth Avenue, New York, New York, for the
following purposes:
1. To elect eleven directors to the Board of Directors, each to hold
office until the next Annual Meeting of Stockholders of the Company and until
such director's respective successor shall have been duly elected and qualified.
2. To approve the appointment by the Board of Directors of KPMG Peat
Marwick as the independent auditors for the Company for the fiscal year ending
December 31, 1995.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
This Notice is accompanied by a form of proxy, a Proxy Statement and
the Company's 1994 Annual Report to Stockholders. The foregoing items of
business are more fully described in the Proxy Statement.
In accordance with the Company's By-laws, the close of business on
April 17, 1995 has been fixed as the Record Date for the determination of the
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
By order of the Board of Directors,
JOHN F. TALLMAN
Secretary
Branford, Connecticut
April 28, 1995
IMPORTANT
To ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the postage-
paid envelope enclosed for that purpose. If you attend the meeting, you may
vote in person even if you returned a proxy.
<PAGE>
NEUROGEN CORPORATION
PROXY STATEMENT
General
The enclosed proxy is solicited on behalf of the Board of Directors of
Neurogen Corporation (the "Company" or "Neurogen") for use at the Annual Meeting
of Stockholders to be held on Tuesday, June 6, 1995, at 10:00 a.m., local time,
or at any adjournment thereof (the "Annual Meeting"). The Annual Meeting will
be held at the Peninsula Hotel, 700 Fifth Avenue, New York, New York. The
purposes of the Annual Meeting are set forth in the attached Notice of Annual
Meeting of Stockholders.
This Proxy Statement, the Notice of Annual Meeting of Stockholders, the
form of proxy and Neurogen's Annual Report to Stockholders are being mailed to
stockholders on or about May 10, 1995.
Record Date and Share Ownership
Stockholders of record on the Company's books at the close of business
on April 17, 1995 (the "Record Date") are entitled to vote at the Annual
Meeting. At the Record Date, 10,099,663 shares of the Company's Common Stock,
par value $.025 per share (the "Common Stock"), were issued and outstanding.
For information concerning stock ownership by certain stockholders, see
"Principal Stockholders".
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company a
written notice of revocation prior to the voting of the proxy or a duly executed
proxy bearing a later date or by attending the Annual Meeting and voting in
person.
Voting and Solicitation
Each stockholder is entitled to one vote for each share of the Common
Stock held of record in his or her name on the Record Date on each matter
submitted to a vote at the Annual Meeting. Cumulative voting is not permitted
with respect to any proposal to be acted upon at the Annual Meeting.
If properly executed and received by the Company before the Annual
Meeting, any proxy representing shares of Common Stock entitled to be voted at
the Annual Meeting and specifying how it is to be voted will be voted
accordingly. Any such proxy, however, which fails to specify how it is to be
voted on a proposal for which a specification may be made will be voted on such
proposal in accordance with the recommendation of the Board of Directors.
Abstentions are counted in tabulations of the votes cast on proposals presented
to stockholders, but broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting,
excluding any shares owned by the Company, is necessary to constitute a quorum.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business.
The cost of soliciting proxies will be borne by the Company. In
addition, the Company expects to reimburse brokerage firms and other persons
representing beneficial owners of Common Stock for their expenses in forwarding
solicitation material to such beneficial owners. Proxies may be solicited by
certain of the Company's directors, officers and regular employees, without
additional compensation, in person or by mail, telephone, facsimile or telegram.
Pursuant to Delaware law, the Board of Directors has appointed an
inspector to act at the Annual Meeting. The inspector shall carry out the
duties imposed pursuant to Section 231 of the Delaware General Corporation Law,
including the counting of votes.
<PAGE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Eleven directors are to be elected to the Board of Directors at the
Annual Meeting. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the eleven nominees of the Board of Directors named
below, all of whom are presently directors of the Company and have served
continuously since the month and year indicated opposite each such director's
name in the following table, each to hold office for a term expiring at the next
Annual Meeting of Stockholders of the Company and until such director's
successor shall have been duly elected and qualified. In the event that any
nominee of the Company is unable or declines to serve as a director at the time
of the Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve as a director.
In the event that additional persons are nominated for election as directors,
the proxy holders intend to vote all proxies received by them in such a manner
as will assure the election of as many of the nominees listed below as possible,
with any required selection among such nominees to be determined by the proxy
holders. The eleven persons receiving the highest vote totals shall be elected
as directors of the Company.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES
LISTED BELOW:
<TABLE>
<CAPTION>
NAME OF NOMINEES AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------------------------ --- -------------------------------------------------- --------------
<S> <C> <C> <C>
Barry M. Bloom, Ph.D. .. 66 Former Executive Vice President, Pfizer Inc December 1993
Robert N. Butler, M.D. . 68 Brookdale Professor and Chairman of the July 1989
Department of Geriatrics and Adult Development,
Mount Sinai Medical Center
Frank C. Carlucci....... 64 Chairman of the Board, Neurogen Corporation; February 1989
Chairman, The Carlyle Group
Jeffrey J. Collinson.... 53 President, Schroder Venture Advisers, Inc. May 1989
Robert M. Gardiner...... 72 Senior Advisor, Dean Witter Financial Services June 1989
Group Inc.
Richard D. Harrison..... 71 Honorary Chairman, Fleming Companies, Inc. July 1989
Mark Novitch, M.D. ..... 62 Former Vice Chairman of the Board, The Upjohn December 1993
Company
Harry H. Penner, Jr. ... 49 President and Chief Executive Officer, Neurogen December 1993
Corporation
Robert H. Roth, Ph.D. .. 55 Professor of Psychiatry and Pharmacology, Yale December 1988
University; member of the Scientific Advisory
Board, Neurogen Corporation
John Simon.............. 52 Managing Director, Allen & Company May 1989
Incorporated
John F. Tallman, Ph.D. . 48 Executive Vice President, Secretary, Scientific July 1988
Director, and Chairman of the Scientific Advisory
Board, Neurogen Corporation
</TABLE>
2
<PAGE>
Dr. Roth receives a fee of $1,500 per month for his services as a
director. Mr. Carlucci receives an annual fee of $50,000 for his
services as Chairman of the Board. Dr. Bloom receives an annual fee of
$20,000 for consulting services provided to the Company. Directors of
the Company receive out-of-pocket travel expenses in connection with
their attendance at Board meetings. In consideration for their agreement
to serve as directors, Neurogen delivered a common stock purchase warrant
to each of Messrs. Butler, Gardiner and Harrison in 1989 entitling each
to purchase 5,000 shares of Common Stock at a price of $4.00 per share.
Messrs. Butler, Gardiner and Harrison exercised their warrants to
purchase all of such shares of Common Stock in 1994. Pursuant to the
Neurogen Corporation 1993 Non-Employee Directors Stock Option Program
(the "Program"), every future non-employee director will receive an
option to acquire 20,000 shares of Common Stock at its then-current fair
market value upon such director's first election to the Board of
Directors. The current non-employee directors were granted such options
on December 30, 1993 with an exercise price of $6.50 per share, the fair
market value of the Common Stock on that date. Under the Program, each
non-employee director will be granted an annual option to acquire 5,000
shares of Common Stock on each anniversary of the initial grant, each
with an exercise price equal to the fair market value of the Common Stock
on such anniversary. The current non-employee directors were granted
such options on December 30, 1994 with an exercise price of $6.50, the
fair market value of the Common Stock on that date. There is no family
relationship between any director, executive officer or person nominated
or chosen by the Company to become a director or executive officer of the
Company.
Based solely on its review of the forms required by Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that have been received by the Company, the Company believes that all
filing requirements for 1994 applicable to its officers, directors and
beneficial owners of greater than ten percent of its Common Stock have
been complied with, except for the following: Barry M. Bloom, Ph.D.
filed his Form 3-Initial Statement of Beneficial Ownership of Securities
two days late and Jeffrey J. Collinson filed his Form 4-Statement of
Changes in Beneficial Ownership for the month of June two days late and
his Form 4 for the month of July five days late.
Harry H. Penner, Jr., has been President, Chief Executive Officer
and a director of Neurogen since December 1993. Mr. Penner was employed
by Novo Nordisk A/S from 1981 to 1993, most recently serving as an
Executive Vice President of Novo Nordisk A/S and as President of Novo
Nordisk of North America Inc. Mr. Penner holds an L.L.M. in
International Law from New York University and a J.D. from Fordham
University. Mr. Penner is a director of Anergen, Inc.
Barry M. Bloom, Ph.D., has been a director of Neurogen since
December 1993. Dr. Bloom retired in 1993 from Pfizer Inc where he had
been Executive Vice President, Research and Development and a member of
the board of directors. Dr. Bloom is a director of Southern New England
Telecommunications Company, Vertex Pharmaceuticals, Inc., Incyte
Pharmaceuticals, Inc. and Cubist Pharmaceuticals, Inc.
Robert N. Butler, M.D., has served as a director of Neurogen since
July 1989. Dr. Butler has served as the Brookdale Professor and Chairman
of the Department of Geriatrics and Adult Development at Mount Sinai
Medical Center since 1982. From 1976 until 1982, Dr. Butler was the
founding director of the National Institute of Aging of the National
Institutes of Health. Dr. Butler won the 1976 Pulitzer Prize for his
book, Why Survive? Being Old in America. He is the editor-in-chief of
Geriatrics, a journal for primary care physicians, and serves on the
editorial board of several other professional publications. Dr. Butler
is a member of the Institute of Medicine of the National Academy of
Sciences, and a founding Fellow of the American Geriatrics Society. He
has served as a consultant to the United States Special Committee on
Aging, the National Institute of Mental Health, the Commonwealth Fund,
the Brookdale Foundation and numerous other foundations.
Frank C. Carlucci has served as a director and Chairman of the Board
of Neurogen since February 1989. Mr. Carlucci is principally employed as
Chairman of The Carlyle Group, a private merchant bank. Mr. Carlucci
served as Secretary of Defense of the United States from November 1987
through January 1989. Prior to his appointment as Secretary of Defense,
Mr. Carlucci was assistant to the President of the United States for
National Security Affairs. Mr. Carlucci had been Chairman and Chief
Executive Officer of Sears World Trade Inc., from 1984 to 1986, after
having served as President and Chief Operating Officer since 1983. Mr.
Carlucci is also a director of Ashland Oil, Inc., BDM International,
Inc., Bell Atlantic Corporation, CB Commercial Real Estate Group,
3
<PAGE>
Inc., Connecticut Mutual Life Insurance Company, General Dynamics
Corporation, Kaman Corporation, Northern Telecom Limited, The Quaker Oats
Company, Sun Resorts, The Upjohn Company and Westinghouse Electric
Corporation.
Jeffrey J. Collinson has served as a director of Neurogen since May
1989. Mr. Collinson has served as President of Schroder Venture
Advisers, Inc., a venture capital firm, since 1990 and was President of
Schroder Venture Managers, Inc., a venture capital firm, from 1981 to
1990. Mr. Collinson is a director of Incyte Pharmaceuticals, Inc.,
Moorco International Inc. and Envirogen, Inc.
Robert M. Gardiner has served as a director of Neurogen since June
1989. Mr. Gardiner is currently a Senior Advisor to Dean Witter,
Discover & Co., having retired as Chairman and Chief Executive Officer of
Dean Witter Financial Services Group Inc. in August 1986. Prior to
becoming Chairman and Chief Executive Officer in 1982, Mr. Gardiner
served as President of Dean Witter Reynolds Inc., the predecessor of Dean
Witter Financial Services Group Inc. Mr. Gardiner has served as Chairman
and President of the National Association of Securities Dealers, Inc., as
Chairman of the Securities Industry Association and of its governing
council, as Chairman of the National Securities Processing Committee and
as Vice Chairman of the New York Stock Exchange, Inc. He is also a
former governor or officer of the Association of Stock Exchange Firms,
the Investment Bankers Association of America, the National Clearing
Corporation, the Central Market System Advisory Committee of the
Securities and Exchange Commission, and the Securities Industry
Association. He is a director of Dean Witter, Discover & Co.
Richard D. Harrison has served as a director of Neurogen since July
1989. Mr. Harrison has been Honorary Chairman of the Board of Fleming
Companies, Inc., a food distribution company, since April 1989. Prior to
that date, he served as Chairman of the Board and Chief Executive Officer
since 1981 and President and Chief Executive Officer since 1964.
Mark Novitch, M.D., has been a director of Neurogen since December
1993. Dr. Novitch was appointed Professor of Health Care Sciences at The
George Washington University in 1994. He worked in senior executive
positions at The Upjohn Company from 1985 until his retirement as Vice
Chairman of the Board in 1993. Dr. Novitch served at the United States
Food and Drug Administration as Deputy Commissioner and as Acting
Commissioner from 1983-1984. Dr. Novitch is a director of Alteon, Inc.
Robert H. Roth, Ph.D., has served as a director of Neurogen since
December 1988 and as a member of the Company's Scientific Advisory Board
since July 1988. Dr. Roth has been a Professor of Psychiatry and
Pharmacology at Yale University since 1974. Dr. Roth has a Ph.D. in
Pharmacology from Yale University.
John Simon has served as a director of Neurogen since May 1989. Mr.
Simon is a Managing Director of the investment banking firm of Allen &
Company Incorporated. Mr. Simon is a director of Lunn Industries, Inc.,
T Cell Sciences, Inc., Immune Response Corporation, The Right Start,
Inc., and Envirogen, Inc.
John F. Tallman, Ph.D., has been Executive Vice President,
Scientific Director, Chairman of the Scientific Advisory Board and a
director of Neurogen since July 1988. Dr. Tallman has served as
Secretary of the Company since August 1994. Prior to joining Neurogen,
Dr. Tallman was an Associate Professor of Psychiatry and Pharmacology at
Yale University and currently serves as an Adjunct Professor in such
departments. Dr. Tallman had previously served in research director
positions at National Institute of Mental Health in Bethesda, Maryland.
Dr. Tallman received his Ph.D. in Biology from Georgetown University.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held six meetings during the
fiscal year ended December 31, 1994. The Board of Directors has an Audit
Committee, a Compensation Committee and a Finance Committee. During the
fiscal year ended December 31, 1994, the Company did not have a
nominating committee or a committee performing the functions of a
nominating committee. Messrs. Butler and Harrison attended less than 75%
of the total meetings held in 1994, including meetings of any committees
of the Board of Directors on which they serve.
4
<PAGE>
The Audit Committee consists of Messrs. Carlucci, Novitch and Simon.
The Audit Committee held one meeting in the last fiscal year. The Audit
Committee recommends appointment of the Company's independent auditors
and is primarily responsible for approving the services performed by the
Company's independent auditors and for reviewing and evaluating the
Company's accounting principles and its system of internal accounting
controls.
The Compensation Committee, which consists of Messrs. Gardiner,
Carlucci, Harrison and Collinson, held three meetings during the last
fiscal year. The Compensation Committee reviews and makes
recommendations to the Board concerning the Company's executive and
employee compensation and stock option policy, reviews benefit programs
and determines salaries for the executive officers of the Company.
The Finance Committee consists of Messrs. Gardiner, Collinson, Bloom
and Simon. The Finance Committee held two meetings in the last fiscal
year. The Finance Committee reviews and makes recommendations to the
Board concerning major finance issues, considers possible finance
ventures with third parties and monitors the Company's existing financial
condition.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pfizer Inc ("Pfizer"), a beneficial owner of more than five percent
of the Common Stock, paid $4,600,000 to the Company in the last fiscal
year pursuant to the terms of a collaborative agreement between Pfizer
and the Company which governs their research and development
collaboration with respect to anxiolytics and cognition enhancers which
act through the GABA family of receptors. In addition, in 1994 the
Company entered into another collaborative agreement with Pfizer to
develop drugs for the treatment of sleep disorders pursuant to which
Pfizer paid the Company $1,189,333 in the last fiscal year. These
amounts constituted payments in excess of five percent of Neurogen's
consolidated gross revenues for the last fiscal year. Neurogen expects
to receive amounts in excess of five percent of its consolidated gross
revenues from Pfizer in fiscal year 1995.
In July 1994, the Company granted registration rights to Allen &
Company Incorporated, Allen Value Limited, Allen Value Partners L.P.,
Allen Capital L.P. and Allen Capital (International) L.P. (such entities,
together with Allen Holding Inc., the "Allen Group") and certain other
persons, including John Simon, a director of the Company, in connection
with the purchase of 1,131,583 shares of Common Stock from a stockholder
of Neurogen. The Allen Group purchased 675,057 shares of Common Stock
and John Simon purchased 34,754 shares of Common Stock in this
transaction.
5
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of March 1, 1995, certain
information with respect to the beneficial ownership of Common Stock by
each person known by Neurogen to own beneficially more than five percent
of its outstanding Common Stock, by each director and officer of Neurogen
and by all directors and officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND APPROXIMATE
NAME AND ADDRESS NATURE OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP(1) OWNED(2)
------------------- -------------------- -----------
<S> <C> <C>
Pfizer Inc.................... 2,096,000 20.8%
235 East 42nd Street
New York, NY 10017
Isaac Blech................... 830,883 8.2%
One State Street
New York, NY 10004
Allen Group (3)............... 675,678 6.8%
711 Fifth Avenue
New York, NY 10022
Harry H. Penner, Jr. (4)...... 66,219 *
John F. Tallman, Ph.D. (5).... 174,000 1.7%
Alan J. Hutchison (6)......... 64,000 *
Stephen R. Davis.............. -- *
Thomas J. Paulson (7)......... 72,625 *
Barry M. Bloom, Ph.D. (8)..... 10,452 *
Robert N. Butler, M.D. (8).... 14,452 *
Frank C. Carlucci (8)(9)...... 115,777 1.1%
Jeffrey J. Collinson (8)(10).. 327,514 3.2%
Robert M. Gardiner (8)........ 34,452 *
Richard D. Harrison (8)....... 14,452 *
Mark Novitch, M.D. (8)........ 13,452 *
Robert H. Roth, Ph.D. (8)(11). 51,052 *
John Simon (8)(12)............ 44,206 *
All directors and officers
as a group (14 persons).... 1,002,653 9.6%
</TABLE>
_______________
* Less than one percent (1%).
(1) Share ownership in each case includes shares issuable upon exercise
of outstanding common stock purchase warrants or stock options that
may be exercised within 60 days of March 1, 1995.
(2) Percentage of the outstanding shares of Common Stock, treating as
outstanding for each beneficial owner all shares of Common Stock
which such beneficial owners indicated are issuable on exercise of
stock options or common stock purchase warrants within 60 days of
March 1, 1995.
6
<PAGE>
(3) Includes 237,761 shares of Common Stock beneficially owned by Allen &
Company Incorporated, 29,610 shares of Common Stock beneficially
owned by Allen Value Limited, 248,420 shares of Common Stock
beneficially owned by Allen Value Partners L.P., 139,015 shares of
Common Stock beneficially owned by Allen Capital L.P. and 20,852
shares of Common Stock beneficially owned by Allen Capital
(International) L.P. Allen Holding Inc. owns 100% of the outstanding
common stock of Allen & Company Incorporated and through its
subsidiaries has a controlling interest in the general partners of
Allen Value Partners L.P., Allen Capital L.P. and Allen Capital
(International) L.P. and has voting control of Allen Value Limited.
Because of these relationships, Allen Holding Inc. may be deemed to
beneficially own Common Stock owned by such entities. Does not
include 116,965 shares of Common Stock owned by officers or directors
of Allen & Company Incorporated or Allen Holding Inc. (including
44,206 shares of Common Stock beneficially owned by John Simon, a
director of the Company and a Managing Director of Allen & Company
Incorporated), of which shares the Allen Group disclaims beneficial
ownership.
(4) Includes 60,000 shares of Common Stock that Harry H. Penner, Jr. has
the right to acquire under stock options exercisable within 60 days
of March 1, 1995. Does not include 100 shares of Common Stock owned
by Mr. Penner's son. Mr. Penner and his son disclaim beneficial
ownership of each other's shares.
(5) Includes 52,000 shares of Common Stock that John F. Tallman, Ph.D.
has the right to acquire under stock options exercisable within 60
days. Does not include 12,500 shares of Common Stock owned by
Dr. Tallman's wife. Dr. Tallman and his wife disclaim beneficial
ownership of each other's shares.
(6) Includes 64,000 shares of Common Stock that Alan J. Hutchison, Ph.D.,
has the right to acquire under stock options exercisable within 60
days of March 1, 1995.
(7) Includes 72,625 shares of Common Stock that Thomas J. Paulson has the
right to acquire under stock options exercisable within 60 days of
March 1, 1995.
(8) Includes 9,452 shares of Common Stock subject to stock options
exercisable within 60 days of March 1, 1995.
(9) Does not include 40,000 shares of Common Stock owned by Mr.
Carlucci's wife. Mr. Carlucci and his wife disclaim beneficial
ownership of each other's shares.
(10) Includes 47,000 shares, 214,400 shares and 53,600 shares of Common
Stock held by Schroder Venture Trust, Schroder Ventures Limited
Partnership and Schroder Ventures US Trust, respectively, for which
Mr. Collinson acts as attorney-in-fact and shares investment and
voting power. Mr. Collinson disclaims beneficial ownership of these
shares.
(11) Includes 5,600 shares of Common Stock subject to stock options
exercisably Robert H. Roth, Ph.D. within 60 days of March 1, 1995.
(12) Does not include an aggregate of 746,437 shares of Common Stock held
by members of the Allen Group and by persons who may be deemed to be
affiliated with Allen & Company Incorporated or other members of the
Allen Group, of which shares Mr. Simon disclaims beneficial
ownership.
Statements contained in the table as to securities beneficially owned by
directors and officers or over which they exercise control or direction
are, in each instance, based upon information received from such
directors and officers. Statements as to securities beneficially owned
by the Allen Group are based upon information in the Schedule 13D filed
by the Allen Group with the Securities and Exchange Commission on July
21, 1994.
7
<PAGE>
EXECUTIVE OFFICERS
In addition to Mr. Penner and Dr. Tallman (See "Election of
Directors"), the other executive officers of the Company who are elected
by and serve at the discretion of the Board of Directors, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION OFFICER SINCE
- ----------------------------- --- ----------------------------- -------------
<S> <C> <C> <C>
Stephen R. Davis 34 Vice President-Finance, July 1994
Chief Financial Officer and
Treasurer
Alan J. Hutchison 41 Vice President-Drug Discovery June 1994
</TABLE>
Stephen R. Davis has been Vice President - Finance, Chief Financial
Officer and Treasurer of Neurogen since July 1994. From 1990 through
June 1994, Mr. Davis was employed by Milbank, Tweed, Hadley & McCloy as a
corporate and securities attorney. Mr. Davis practiced as a Certified
Public Accountant with Arthur Andersen & Co., from 1984 to 1987. Mr.
Davis studied at Vanderbilt University School of Law, where he received
his J.D. degree, from 1987 to 1990. Mr. Davis received his B.S. in
Accounting from Southern Nazarene University.
Alan J. Hutchison, Ph.D., has been Vice President - Drug Discovery
since 1992 and a member of Neurogen's Scientific Advisory Board since
1989. Dr. Hutchison joined Neurogen in 1989 as Director of Chemistry.
From 1981 through 1989 Dr. Hutchison was employed by Ciba Giegy, most
recently as a Distinguished Research Fellow. Dr. Hutchison received his
B.S. in Chemistry from Stevens Institute of Technology and received his
Ph.D. from Harvard University.
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT/1/
The Compensation Committee of the Board of Directors consists
entirely of outside directors and is responsible for setting and
administering the policies which govern both annual compensation and
stock ownership programs of the Company. The compensation of the
Company's top executives is reviewed and approved annually by the
Compensation Committee. The Committee has developed and implemented
policies and programs that seek to retain and motivate executive officers
in furtherance of the Company's goal of increasing stockholder value.
These policies include the following objectives:
. Providing base salaries that take into consideration executive
compensation paid by other biopharmaceutical companies of
similar complexity and financial condition. This objective
also takes into account the competitive demand for quality
personnel in the pharmaceutical and biotechnology industries,
individual experience and specific issues particular to the
Company.
_________________
/1/ This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act, whether made before or after the date hereof
and irrespective of any general incorporation language in any such
filing.
8
<PAGE>
. Providing periodic bonus awards for completion of significant
achievements or attainment of significant objectives.
. Providing equity participation in the form of stock option
grants for the purpose of aligning executive officers' longer
term interests with those of the shareholders.
In the biopharmaceutical industry, traditional measures of corporate
performance, such as earnings per share or sales growth, may not readily
apply in reviewing performance of executives. Rather, at the Company's
current stage of development, in determining the compensation of the
Company's executives the Compensation Committee looks to other indicia of
performance, such as the progress of the Company's research and
development programs and corporate development activities as well as the
Company's success in securing capital sufficient to assist the Company in
furthering its product development and achieving product revenues. The
Compensation Committee specifically considers the achievement of
scientific milestones related to the progress of drug development in each
of the Company's project areas as well as the extent to which the
Company's shares have changed in value.
As a result, in many instances these qualitative factors necessarily
involve a subjective assessment by the Compensation Committee of
corporate performance. Moreover, the Committee does not base its
considerations on any single performance factor nor does it specifically
assign relative weights to factors, but rather considers a mix of factors
and evaluates Company and individual performance against that mix.
Compensation paid by the Company to its executive officers is
designed to be comparable to compensation packages paid to the management
of other companies of comparable complexity and financial condition in
the biopharmaceutical industry. Toward that end, the Compensation
Committee may review both independent survey data as well as data
gathered internally. Total compensation for the Company's executive
officers includes a base salary component and may also include other
forms of incentives. Incentive compensation may consist of cash
incentive bonuses based on satisfying corporate goals established for the
year as well as on meeting individual performance objectives. In
addition, executive officers of the Company may receive incentive
compensation under the Neurogen Corporation 1993 Omnibus Incentive Plan
(the "1993 Incentive Plan") such as grants of options to purchase shares
of the Company's Common Stock, with exercise prices typically set at fair
market value on the date of grant.
Stock Options - Executive officers are eligible for stock option
grants as an element of their total annual compensation package. This
component is intended to retain and motivate executive officers to
improve long-term stock performance. Options are awarded at the
discretion of the Compensation Committee. In 1994 all of the Company's
executive officers received options under the 1993 Incentive Plan. These
options are exercisable at the fair market value of the underlying Common
Stock on the date of grant. Generally, option grants vest in equal
amounts over five years and have a ten year term. As with cash bonuses,
the number of options to be granted to each executive officer is based on
the degree of attainment of predetermined Company and personal
objectives, with emphasis, in certain cases, on those which have long-
term strategic value. The Company generally grants stock options to all
employees and uses stock options as a bonus vehicle. The Compensation
Committee administers the 1993 Incentive Plan.
CEO Compensation - In setting the compensation package for Harry H.
Penner, Jr., who joined the Company as President and Chief Executive
Officer in December 1993, the Compensation Committee considered his
proven management capabilities, his experience as an executive of Novo
Nordisk A.S., a large Danish biotechnology company, and his knowledge of
both the domestic and international pharmaceutical and biotechnology
market. These qualities were evaluated in light of Neurogen's desire to
attract adequate financial resources to the Company, to develop future
strategic alliances and to grow in its role as a focused biotechnology
company. Mr. Penner's initial base salary of $280,000 was determined
based upon these criteria as part of his starting compensation package.
In December 1994, the Compensation Committee raised Mr. Penner's annual
base salary to $294,000, effective December 1, 1994. At this time Mr.
Penner was also awarded a cash bonus of twenty-five percent of his base
salary,
9
<PAGE>
or $70,000, and a stock option for 80,000 shares. Mr. Penner's salary
increase and awards reflect the Compensation Committee's assessment of
his very favorable performance and his contribution to the Company's
achievement of significant milestones. In particular, the Compensation
Committee considered the advancement of the Company's portfolio of drug
candidates, including the commencement of human clinical trials for two
of the Company's drug candidates; the consummation of a second
collaborative agreement with Pfizer Inc; and development of the Company's
strategic focus and human resources.
By the Compensation Committee: Robert M. Gardiner, Frank C.
Carlucci, Richard D. Harrison and Jeffrey J. Collinson.
TERMS AND CONDITIONS OF CERTAIN EMPLOYMENT AND SEVERANCE AGREEMENTS
The compensation package for Harry H. Penner, Jr., as President and
Chief Executive Officer, includes a salary set pursuant to an employment
agreement between Mr. Penner and the Company which was entered into in
October 1993. The agreement expires on November 30, 1995, and provides
for automatic two-year extensions unless written notice is given
otherwise. Pursuant to such agreement, Mr. Penner's initial base salary
of $280,000 per annum was increased to $294,000 effective December 1,
1994. Such increase was, and any future increases will be, at the
discretion of the Board of Directors. Mr. Penner also received a one-
time commencement bonus of $50,000 in December 1993 and a relocation
allowance of $60,000 to be used within two years from October 12, 1993.
The employment agreement restricts Mr. Penner from competing with the
Company for the term of the agreement and for a period of one year after
termination of his employment with the Company.
The compensation package for John F. Tallman, as Executive Vice
President and Scientific Director of Neurogen, includes a salary set
pursuant to an employment agreement between Dr. Tallman and the Company
which was entered into in June 1994. The agreement expires on November
30, 1995, and provides for automatic two-year extensions unless written
notice is given otherwise. Pursuant to such agreement, Dr. Tallman's base
salary was set at $173,250 per annum, effective January 1, 1994, and was
increased to $190,000 effective December 1, 1994. Such increase was, and
any future increases will be, at the discretion of the Board of
Directors. The employment agreement restricts Dr. Tallman from competing
with the Company for the term of the agreement and for a period of one
year after termination of his employment with the Company.
In June 1989, Neurogen entered into a five-year employment agreement
with Thomas J. Paulson, who served as Vice President-Finance of the
Company until June 1994. Pursuant to the terms of an agreement dated
June 20, 1994, Mr. Paulson's employment with the Company terminated and
in connection therewith, his salary was increased to $137,800 effective
as of January 1, 1994. Pursuant to this agreement, Mr. Paulson also (i)
received the continuation of his salary and certain benefits until March
31, 1995; (ii) was entitled to immediately exercise all of his Neurogen
stock options; and (iii) received other consideration totaling $20,000.
10
<PAGE>
PERFORMANCE GRAPH/1/
The following graph compares the yearly percentage in the Company's
cumulative total stockholder return on its Common Stock during a period
commencing on December 31, 1989 and ending December 31, 1994 (as measured
by dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and (B) the
difference between the Company's share price at the end and the beginning
of the period; by (ii) the share at the beginning of the period) with
the cumulative return of the NASDAQ Stock Market Index, (U.S. and
Foreign), and the NASDAQ Pharmaceutical Stocks Total Return Index and the
Amex Biotechnology Index. The NASDAQ Pharmaceutical Stocks Total Return
Index, which is calculated and supplied by NASDAQ, represents all
companies trading on NASDAQ under the Standard Industrial Classification
(SIC) Code for pharmaceutical companies. The Company expects to use the
AMEX Biotechnology Index in future proxy statements as its comparative
line of business index instead of the NASDAQ Pharmaceutical Stocks Total
Return Index because the Company believes the AMEX Biotechnology Index
more accurately reflects the industry segment in which the Company
operates. It should be noted that Neurogen has not paid dividends on its
Common Stock, and no dividends are included in the representation of the
Company's performance. The stock price performance on the graph below is
not necessarily indicative of future price performance.
<TABLE>
<CAPTION>
NASDAQ NASDAQ AMEX
TOTAL PHARM BIOTECH
NEUROGEN MARKET STOCKS
<S> <C> <C> <C> <C>
12/31/89 100.00 100.00 100.00 100.00
12/31/90 38.24 85.02 119.95 146.75
12/31/91 167.65 135.72 318.79 426.65
12/31/92 97.06 157.40 265.54 341.21
12/31/93 77.94 181.16 236.64 231.51
12/31/94 76.47 175.24 178.40 164.09
</TABLE>
_____________________
/1/ This Section is not "soliciting material," is not deemed "filed"
with the SEC and is not to be incorporated by reference in any filing of
the Company under the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act, whether made before or after the date hereof
and irrespective of any general incorporation language in any such
filing.
11
<PAGE>
For the three years ended December 31, 1994, 1993, and 1992, the
Company paid the amounts shown in the following table with respect to
each of the executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
--------------------------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
All
Securities Other
Other Annual Underlying Compen-
NAME AND PRINCIPAL Year Salary Bonus Compensation Options(a) sation
POSITION ($) ($) ($) (#) ($)
- ------------------------------------ ---- -------- ------ ------------ ------------ ---------
Harry H. Penner, Jr. 1994 $281,167 70,000 - 80,000 $5,616(c)
President and Chief 1993 23,333(b) 300,000 50,276(d)
Executive Officer
John F. Tallman 1994 174,646 43,000 - 60,000 6,833(c)
Executive Vice-President, Scientific 1993 156,875 25,000 79,000(e) 6,540
Director and Secretary 1992 150,000 22,500 20,000 5,187
Alan J. Hutchison 1994 155,450 23,000 - 40,000 7,000(f)
Vice President-Drug Discovery
Stephen R. Davis 1994 66,458(g) 7,500 - 62,500 955(f)
Vice President-Finance,
Chief Financial Officer, Treasurer
(July-December 1994)
Thomas J. Paulson 1994 137,802(h) - 5,000(i) - 6,752(c)
Vice President-Finance, 1993 127,865 12,500 5,000 34,125(e) 6,305
Chief Financial Officer, 1992 118,750 16,500 5,000 10,000 5,135
Treasurer & Secretary
(January-June 1994)
</TABLE>
__________________
(a) References to SARs in the Summary Compensation Table and all other
tables in this Proxy Statement have been omitted, since the Company
has never issued SARs, although under the Neurogen Corporation 1993
Omnibus Incentive Plan it has the ability to do so.
(b) Mr. Penner was employed as President and Chief Executive Officer of
the Company only for the month of December 1993.
(c) Includes premiums for life insurance, long term disability and
matching contribution received from participation in the Company's
401(k) plan.
(d) Includes a one-time commencement bonus and premiums for life
insurance.
(e) Includes options to purchase 60,000 shares of Common Stock repriced
on August 12, 1993 but granted in prior years.
(f) Includes premiums for life insurance and forgiveness of loans.
(g) Mr. Davis was employed as Vice President-Finance, Chief Financial
Officer and Treasurer of the Company commencing July 18, 1994.
(h) Mr. Paulson was employed as Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary of the Company from January through
June 1994.
(i) Forgiveness of loans.
12
<PAGE>
For the year ended December 31, 1994, the following tables summarize
incentive compensation paid to officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS POTENTIAL REALIZABLE VALUE AT
UNDERLYING GRANTED TO EXERCISE OR ASSUMED ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRICE APPRECIATION FOR OPTION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE TERM
- ---------------------- ----------- -------------- ------------ ---------- --------------------------------
5%($) 10%($)
-------- --------
<S> <C> <C> <C> <C> <C> <C>
Harry H. Penner, Jr. 80,000 17% $ 6.75 12/06/04 $339,603 $860,621
John F. Tallman 60,000 12% 6.75 12/06/04 254,702 645,666
Alan J. Hutchison 40,000 8% 6.50 12/30/04 163,513 414,373
Stephen R. Davis 50,000 10% 7.125 6/22/04 224,044 567,771
12,500 3% 6.50 12/30/04 51,098 129,492
------ -- ------ -------- -------- --------
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
SHARES UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT
ACQUIRED VALUE REALIZED OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END($)(B)
NAME ON EXERCISE(#) ($)(A) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------- -------------- ------------------ -------------------------- -------------------------
<S> <C> <C> <C> <C>
Harry H. Penner, Jr. -- -- 60,000/320,000 $ 0/$0
John F. Tallman -- -- 52,000/138,000 $25,910/$10,040
Alan J. Hutchison -- -- 64,000/74,000 $69,920/$12,480
Stephen R. Davis -- -- 0/62,500 $ 0/$0
--------------- -------------- -------------- ---------------
</TABLE>
- --------------------
(a) Difference between exercise price and fair market value of the
shares on date of exercise.
(b) Difference between option price and fair market value of the shares
at year-end.
13
<PAGE>
PROPOSAL NO. 2:
APPROVAL OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has reappointed KPMG Peat Marwick,
independent certified public accountants, as auditors to audit the
financial statements of the Company for the year ending December 31,
1995, and recommends that the stockholders approve such selection at a
remuneration to be fixed by the President and Chief Executive Officer or
the Vice President-Finance and Chief Financial Officer. KPMG Peat
Marwick has audited the Company's annual financial statements since the
fiscal year ended December 31, 1988.
Representatives of KPMG Peat Marwick are expected to be present at
the Annual Meeting with the opportunity to make a statement if they
desire to do so, and are expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS
PROPOSAL. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED FOR
APPROVAL.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to
be submitted to the Annual Meeting. If any other matters properly come
before the Annual Meeting, it is the intention of the persons named in
the enclosed form of proxy to vote the shares of Common Stock they
represent as the Board of Directors may recommend. Anyone desiring to
address the stockholders at the Annual Meeting, whether or not making a
formal proposal, must so indicate this intention to the Secretary of the
Company prior to the Annual Meeting.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Proxy Statement and
form of proxy relating to the 1996 Annual Meeting of Stockholders, any
proposal by a stockholder of record of the Company must be received by
the Company at its principal executive offices in Branford, Connecticut,
on or before December 22, 1995.
THE COMPANY WILL MAIL WITHOUT CHARGE, TO EACH STOCKHOLDER ENTITLED
TO VOTE AT THE ANNUAL MEETING UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS,
SCHEDULES AND A LIST OF EXHIBITS, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. WRITTEN REQUESTS SHOULD BE SENT TO: CORPORATE
SECRETARY, NEUROGEN CORPORATION, 35 NORTHEAST INDUSTRIAL ROAD, BRANFORD,
CONNECTICUT 06405.
JOHN F. TALLMAN
Secretary
April 28, 1995
14
<PAGE>
Appendix A
NEUROGEN CORPORATION
35 Northeast Industrial Road
Branford, Connecticut 06405
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
Harry H. Penner, Jr., John F. Tallman and Stephen R. Davis, or each of
them, with all powers of substitution and revocation, are hereby
appointed attorneys and proxies and are authorized to represent the
undersigned, with all powers which the undersigned would possess if
personally present, and to vote the Common Stock of Neurogen Corporation
(the "Company") held of record by the undersigned on April 17, 1995 at
the 1995 Annual Meeting of Stockholders of Neurogen Corporation, which is
being held at the Peninsula Hotel, 700 Fifth Avenue, New York New York,
on Tuesday, June 6, 1995, at 10:00 a.m., local time, and at any
postponements or adjournments of that meeting, as set forth on the
reverse, and, in their discretion, upon any other business that may
properly come before the meeting or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[X] Please mark your vote as in this example.
The Board of Directors Recommends a Vote FOR the Nominees Listed
Below.
1. ELECTION OF DIRECTORS: To elect a Board of eleven directors to hold
office until the next Annual Meeting of Stockholders of the Company
and until their respective successors shall have been duly elected and
qualified.
[ ] FOR all nominees listed at right [ ] WITHHOLD AUTHORITY
(except as indicated otherwise below) to vote For
nominees listed at
right
NOMINEES: Frank C. Carlucci, Harry H. Penner, Jr., John F. Tallman, Barry M.
Bloom, Robert N. Butler, Jeffrey J. Collinson, Robert M. Gardiner,
Richard D. Harrison, Mark Novitch, Robert H. Roth, John Simon
To withhold authority to vote for any nominee, please write that nominee's name
below:
________________________________________________________________________________
2. To approve the appointment of KPMG Peat Marwick as the independent
auditors for the Company for the fiscal year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED,
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED, AND FOR THE
OTHER PROPOSALS SPECIFIED.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
SIGNATURE(S):______________________________________________
DATED:_______________________________________________, 1995
Note: If the shares are issued in the names of two or more
persons, each of them should sign the proxy. If the proxy is
executed by a corporation, it should be signed in the
corporate name by an authorized officer. When signing as
attorney, executor, administrator, trustee, or guardian, or
in any other representative capacity, give your full title as
such.
