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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 25, 1996
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NEUROGEN CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-18311 22-2845714
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
35 Northeast Industrial Road, Branford, Connecticut 06405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 488-8201
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None
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
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On April 25, 1996, Neurogen Corporation (the "Company"), upon the approval
of the Audit Committee of its Board of Directors, elected not to retain KPMG
Peat Marwick as its principal independent accountants. On April 26, 1996, the
Audit Committee of the Board of Directors appointed Ernst & Young LLP to succeed
KPMG Peat Marwick as the principal independent accountants of the Company.
The reports of KPMG Peat Marwick on the Company's financial statements for the
fiscal years ended December 31, 1994 and December 31, 1995 did not contain an
adverse opinion or disclaimer of opinion nor were any of them qualified or
modified as to uncertainty, audit scope or accounting principles.
Since January 1, 1994, there have been no disagreements between the Company and
KPMG Peat Marwick on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
16.1 Letter from KPMG Peat Marwick dated May 9, 1996 re change in certifying
accountant (received by the Company on May 13, 1996).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEUROGEN CORPORATION
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(Registrant)
May 14, 1996 /s/ STEPHEN R. DAVIS
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DATE Stephen R. Davis
Vice President-Finance and
Chief Financial Officer
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Exhibit Index
16.1 Letter from KPMG Peat Marwick dated May 9, 1996 re change in certifying
accountant (received by the Company on May 13, 1996).
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Exhibit 16.1
KPMG Peat Marwick LLP
99 High Street
Boston, MA 02110
Telephone (617) 988-1000
May 9, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Neurogen Corporation and, under the
date of February 12, 1996, we reported on the financial statements of Neurogen
Corporation as of and for the years ended December 31, 1995 and 1994. On April
25, 1996, our appointment as principal accountants was terminated. We have read
Neurogen Corporation's statements included under Item 4 of its Form 8-K dated
April 25, 1996, and we agree with such statements.
Very truly yours,
KPMG Peat Marwick LLP
