<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
NEUROGEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2845714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 Northeast Industrial Road
Branford, Connecticut 06405
(Address of principal executive offices and zip code)
NEUROGEN CORPORATION 401(k) RETIREMENT PLAN
(Full title of the plan)
_____________________
Harry H. Penner, Jr.
President and Chief Executive Officer
Neurogen Corporation
35 Northeast Industrial Road
Branford, Connecticut 06405
(203) 488-8201
(Name, address and telephone number,
including area code, of agent for service)
______________________
Copies to:
Donald B. Brant, Jr., Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
- ----------------------------------------------------------------------------
Common Stock,
par value $.025
per share** 100,000 $22.50 $2,250,000.00 $775.86
=============================================================================
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based upon the average of the high and low sale
price of the Common Stock on July 9, 1996 as reported on the Nasdaq National
Market.
**In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Neurogen Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995; and
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(c) the Company's Current Reports on Form 8-K and Form 8-K-A,
dated April 25, 1996.
The description of the Company's Common Stock, which is
contained in a registration statement, dated February 21, 1990, filed on
Form 8-A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the purpose
of updating such description, is hereby incorporated by reference into
this Registration Statement.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be
a part of this Registration Statement from the date of the filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Article NINTH of the
Certificate of Incorporation of the Company provides that the Company
shall, to the full extent permitted by Section 145 of the General
Corporation Law of the State of the Delaware (the "Delaware
<PAGE>
Law"), indemnify its directors and officers. Section 145 generally
permits the Company to indemnify directors and officers:
(a) against expenses, including attorney fees, judgments,
fines and amounts paid in settlements reasonably incurred by a
director or officer in connection with a claim brought by a third
party; and
(b) against expenses, including attorney fees (but, not
judgments, etc.), reasonably incurred by a director or officer in a
claim brought by the Company, including stockholder derivative
suits, unless such director or officer is found by a court to be
liable to the Company and such court does not determine that the
director or officer is fairly and reasonably entitled to indemnity.
The indemnification noted above may be provided only if the disinterested
directors not a party to any such action, independent legal counsel or
the Company's stockholders determine that the directors and/or officers
seeking indemnification acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company.
The Company's Certificate of Incorporation, pursuant to Section
102(b)(7) of the Delaware Law, contains provisions eliminating, in
certain circumstances, the personal liability of a director to the
Company or its stockholders for money damages for breach of fiduciary
duty as a director. While this provision provides relatively broad
protection, it also allows significant exceptions to such protection.
Pursuant to this provision and the Delaware Law, each director will
continue to be subject to liability for breach of the director's duty of
loyalty to the Company, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of the law, for
actions leading to improper personal benefits to the director, for claims
for nonmonetary or equitable relief, to any person or entity other than
the corporation or its stockholders, for defense costs, for claims
against a director in his capacity as an officer of the corporation and
for willful or negligent violations of the Delaware Law provisions
dealing with payment of dividends or approval of stock repurchases or
redemptions. Also, the provision does not affect a director's
responsibilities under any other law, such as the federal securities laws
or state or federal environmental laws. As permitted under the Delaware
Law, this provision limits the personal liability of directors only, not
officers.
At present, there is no pending litigation or proceeding
involving a director or officer of the Company as to which
indemnification is being sought nor is the Company aware of any
threatened litigation that may result in claims for indemnification by
any officer, director or employee of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
II-2
<PAGE>
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation filed June 17, 1994
(incorporated by reference to Exhibit 3.1 to the Company's
Form 10-K for the fiscal year ended December 31, 1995).
3.2 By-Laws, as amended (incorporated by reference to Exhibit 3.6
to the Company's Form 10-K for the fiscal year ended December
31, 1993).
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.1 Powers of Attorney of Frank C. Carlucci, John F. Tallman,
Ph.D., Robert H. Roth, Ph.D., Jeffrey J. Collinson, John Simon,
Robert M. Gardiner, Robert N. Butler, M.D., Richard D.
Harrison, Barry M. Bloom, Ph.D, and Mark Novitch, M.D.
The Company intends to request in a timely manner a ruling from
the Internal Revenue Service (the "IRS") that the Neurogen Corporation
401(k) Retirement Plan, as amended, is a qualified plan under Section
401(a) of the Internal Revenue Code (the "Code"), and that the related
trust is tax-exempt under Section 501(a) of the Code. The Company hereby
undertakes that it will make all changes required by the IRS in order to
obtain such ruling.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
II-3
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however, that the foregoing paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Branford, State of
Connecticut, on this 10th day of July, 1996.
NEUROGEN CORPORATION
By: /s/ HARRY H. PENNER, JR.
--------------------------------------
Harry H. Penner, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board and Director July 10, 1996
- --------------------------
Frank C. Carlucci
/s/ HARRY H. PENNER, JR. President, Chief Executive Officer and July 10, 1996
- -------------------------- Director (Principal Executive
Harry H. Penner, Jr. Officer)
* Executive Vice President, Secretary, July 10, 1996
- -------------------------- Scientific Director and Director
John F. Tallman, Ph.D.
/s/ STEPHEN R. DAVIS Vice President-Finance, Chief Financial July 10, 1996
- -------------------------- Officer and Treasurer (Principal
Stephen R. Davis Accounting and Financial Officer)
* Director July 10, 1996
- --------------------------
Robert H. Roth, Ph.D.
* Director July 10, 1996
- --------------------------
Jeffrey J. Collinson
* Director July 10, 1996
- --------------------------
John Simon
* Director July 10, 1996
- --------------------------
Robert M. Gardiner
* Director July 10, 1996
- --------------------------
Robert N. Butler, M.D.
* Director July 10, 1996
- --------------------------
Richard D. Harrison
* Director July 10, 1996
- --------------------------
Mark Novitch, M.D.
* Director July 10, 1996
- --------------------------
Barry M. Bloom, Ph.D.
</TABLE>
*By: /s/ HARRY H. PENNER, JR.
--------------------------
Harry H. Penner, Jr., Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
----------- ----------- --------
3.1 Restated Certificate of Incorporation filed June, 17 1994
(incorporated by reference to Exhibit 3.1 to the Company's Form
10-K for the fiscal year ended December 31, 1995).
3.2 By-Laws, as amended (incorporated by reference to Exhibit 3.6
to the Company's Form 10-K for the fiscal year ended December
31, 1993).
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.1 Powers of Attorney of Frank C. Carlucci, John F. Tallman
Ph.D., Robert H. Roth Ph.D., Jeffrey J. Collinson, John Simon,
Robert M. Gardiner, Robert N. Butler, M.D., Richard D.
Harrison, Barry M. Bloom, Ph.D., and Mark Novitch, M.D.
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors and Stockholders
Neurogen Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of Neurogen Corporation of our report dated February 12, 1996, relating to
the balance sheets of Neurogen Corporation as of December 31, 1995 and 1994, and
the related statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995 which report
appears in the December 31, 1995 annual report on Form 10-K of Neurogen
Corporation.
/s/ KPMG PEAT MARWICK LLP
------------------------------
July 10, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact and
agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this ______ date of June, 1996.
/s/ R.M. GARDINER
----------------------------
Mr. Robert M. Gardiner
/p/ R.M. Gardiner
-----------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 31st date of June, 1996.
/s/ FRANK C. CARLUCCI
---------------------
Mr. Frank C. Carlucci
/p/ Frank C. Carlucci
---------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 26th date of June, 1996.
/s/ JOHN F. TALLMAN
-------------------
Dr. John Tallman
/p/ John F. Tallman
-------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 27th date of June, 1996.
/s/ ROBERT N. BUTLER, M.D.
--------------------------
Robert N. Butler, M.D.
/p/ Robert N. Butler
--------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this ____ date of June, 1996.
/s/ ROBERT H. ROTH
------------------
Dr. Robert H. Roth
/p/ Robert H. Roth
------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this ____ date of June, 1996.
/s/ JEFFREY J. COLLINSON
------------------------
Mr. Jeffrey J. Collinson
/p/ Jeffrey J. Collinson
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this ____ date of June, 1996.
/s/ MR. HARRISON
----------------
Mr. Harrison
/p/ Richard D. Harrison
-----------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th date of June, 1996.
/s/ JOHN SIMON
--------------
Mr. John Simon
/p/ John Simon
--------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this ____ date of June, 1996.
/s/ BARRY M. BLOOM
------------------
Dr. Barry Bloom
/p/ Barry M. Bloom
------------------
Print Name
<PAGE>
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned does
hereby make, constitute and appoint Harry H. Penner, Jr., his attorney-in-fact
and agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to execute for him and on his
behalf a Registration Statement pursuant to the Securities Act of 1933, as
amended, on Form S-8 relating to (a) the sale and/or issuance of up to 100,000
shares of Neurogen Corporation Stock in respect of the Neurogen Corporation
401(k) Retirement Plan (the "Plan"), and (b) an indeterminate number of
interests in the Plan, to be so registered and any and all amendments to the
foregoing Registration Statement on Form S-8, which amendments may make such
changes in the Registration Statement on Form S-8 as such attorney-in-fact deems
appropriate, and any other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission and the NASDAQ Stock
Market, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes or substitutions, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 27th date of June, 1996.
/s/ MARK NOVITCH
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Dr. Mark Novitch
/p/ Mark Novitch
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Print Name
