SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 11, 1998
NEUROGEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-18311 22-2845714
(State or other jurisdiction of ( Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
Northeast Industrial Road, Branford, Connecticut 06405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 488-8201
None
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On December 11, 1998, Neurogen Corporation (the "Company"), dismissed Ernst
& Young LLP as its principal independent accountants.
(ii) The reports of Ernst & Young LLP on the Company's financial statements for
the fiscal years ended December 31, 1996 and 1997 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii)The Company's Board of Directors approved the decision to change
independent accountants.
(iv) In connection with its audits for the fiscal years ended December 31, 1996
and 1997 and through December 11, 1998, there have been no disagreements
with Ernst & Young LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which if
not resolved to the satisfaction of Ernst & Young LLP would have caused
them to make reference thereto in their report on the financial statements
of such years.
(v) During the fiscal years ended December 31, 1996 and 1997 and through
December 11, 1998, there have been no reportable events (as defined in
Regulation S-K, Item 304(a)(1)(v)).
(vi) The Company has requested that Ernst & Young LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter is attached as Exhibit 16 to this Form
8-K.
(b) New independent accountants
(i) The Company engaged PricewaterhouseCoopers LLP as its new independent
accountants as of December 14, 1998.
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
(Registrant)
/s/ STEPHEN R. DAVIS
Stephen R. Davis
Vice President-Finance and
Chief Financial Officer
December 16, 1998
DATE
EXHIBIT 16 TO FORM 8-K
December 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 16, 1998, of Neurogen Corporation
and are in agreement with statements contained in Paragraph (a) on page 2
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
/s/ Ernst & Young LLP
Ernst & Young LLP
