SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEUROGEN CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 22-2845714
(State of Incorporation) (I.R.S. Employer
Identification No.)
35 Northeast Industrial Road
Branford, Connecticut 06405
(203) 488-8201
(Address and telephone number of principal executive offices)
NEUROGEN CORPORATION
1993 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
Stephen R. Davis, Esq.
Vice President-Finance, Chief Financial Officer and Treasurer
Neurogen Corporation
35 Northeast Industrial Road
Branford, Connecticut 06405
(203) 488-8201
(Name, address and telephone number of agent for service)
Copies to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Attention: Donald B. Brant, Jr., Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- --------------------- ------------------------ ------------------------- ------------------------ --------------------
Title of Securities Amount to be Registered Proposed Maximum Proposed Maximum Amount of
to be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------- ------------------------ ------------------------- ------------------------ --------------------
Common Stock (par 1,500,000 shares $12.11 $18,170,235* $5,051.38
value $.025 per
share)
- --------------------- ------------------------ ------------------------- ------------------------ --------------------
</TABLE>
* The proposed maximum aggregate offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents (i) the aggregate exercise price of all options to aquire any of
the above registered shares granted under the Plan as of the Effective Date of
this registration, plus (ii) the product of the remaining shares registered
hereunder available for future grant under the Plan multiplied by a per share
price of $11.75, the average price of Neurogen Corporation Common Stock on the
NASDAQ NMS on March 23, 1999.
<PAGE>
PART I
Item 1. Required Statement
This Registration Statement relates to and registers an additional
1,500,000 shares of Common Stock, $0.025 par value per share, of NEUROGEN
CORPORATION (the "Registrant" or the "Company") for issuance under the Neurogen
Corporation 1993 Omnibus Incentive Plan (the "Plan"). Pursuant to Form S-8
General Instruction E, the information contained in the Registrant's
registration on Form S-8, Registration No. 33-81268, as filed with the
Securities and Exchange Commission on July 7, 1994, is currently effective and
is hereby incorporated herein by reference thereto. The securities registered
hereunder are the same class as the securities previously registered under
Registration Statement No. 33-81268.
Item 2. Exhibits.
See Exhibit Index on page 6.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 and the State of Connecticut, on March 29,
1999.
NEUROGEN CORPORATION
By: /s/ Harry H. Penner, Jr.
_________________________
Harry H. Penner, Jr.
President and Chief Executive Officer
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
SIGNATURE TITLE DATE
/s/Harry H. Penner, Jr. Chief Executive Officer, President March 29, 1999
______________________ and Director (Principal
Harry H. Penner, Jr. Executive Officer)
* Chairman of the Board March 29, 1999
______________________ and Director
Frank C. Carlucci
* Executive Vice-President, March 29, 1999
______________________ Scientific Director and
John F. Tallman, Ph.D. Director
/s/Stephen R. Davis Vice President-Finance, March 29, 1999
______________________ Chief Financial Officer,
Stephen R. Davis Treasurer and Director (Principal
Financial and Accounting Officer)
*
______________________ Director March 29, 1999
Suzanne H. Woolsey, Ph.D.
*
______________________ Director March 29, 1999
Robert H. Roth, Ph.D.
*
______________________ Director March 29, 1999
Jeffrey J. Collinson
*
______________________ Director March 29, 1999
John Simon
*
______________________ Director March 29, 1999
Robert M. Gardiner
*
______________________ Director March 29, 1999
Mark Novitch, M.D.
*
______________________ Director March 29, 1999
Robert N. Butler, M.D.
*
______________________ Director March 29, 1999
Barry M. Bloom, Ph.D.
* By: /s/Harry H. Penner, Jr.
_______________________
Harry H. Penner, Jr., Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the
legality of the Company's Common Stock.
23(a) Consent of Milbank, Tweed, Hadley & McCloy LLP (included
in the Opinion filed as Exhibit 5 hereto).
23(b) Consent of KPMG Peat Marwick LLP, independent auditors.
23(c) Consent of Ernst & Young LLP, independent auditors.
24 Powers of Attorney of Frank C. Carlucci, John F. Tallman,
Ph.D., Suzanne H. Woolsey, Ph.D., Robert H. Roth, Ph.D.,
Jeffrey J. Collinson, John Simon, Robert M. Gardiner, Mark
Novitch, M.D., Robert N. Butler, M.D., and Barry Bloom,
Ph.D.
<PAGE>
Exhibits 5 and 23(a)
March 29, 1999
Neurogen Corporation
35 Northeast Industrial Road
Branford, Connecticut 06405
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") which Neurogen Corporation, a Delaware corporation (the "Company"),
proposes to file with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, an aggregate of
1,500,000 shares of Common Stock, par value $.025 per share, of the Company (the
"Shares") pursuant to the Neurogen Corporation 1993 Omnibus Incentive Plan (the
"Plan"). In connection with the forgoing registration, we have acted as counsel
for the Company, and as such counsel, we are familiar with the corporate
proceedings taken by the Company in connection with the authorization and sales
of the Shares and with the provisions of the Plan, in accordance with which the
sales of the Shares are to be made, in the form incorporated by reference as an
exhibit to the Registration Statement.
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, agreements and other instruments,
certificates of public officials, certificates of officers and representatives
of the Company and other documents as we have deemed it necessary to require as
a basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity with the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such letter documents. As to various questions of fact material to such opinions
we have, when relevant facts were not independently established, relied upon
certifications by officers of the Company and other appropriate persons and
statements contained in the Registration Statement.
Based upon the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares have been duly
authorized and, when certificates representing the Shares shall have been
executed in facsimile by proper officers of the Company, authenticated by the
transfer agent and registrar for the Shares, delivered to persons entitled
thereto pursuant to the Plan in accordance with the terms thereof and paid for
in cash (or other consideration acceptable under Delaware law) in an amount not
less than the par value of the Shares, the Shares will have been legally and
validly issued, and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Milbank, Tweed, Hadley & McCloy LLP
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
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 statement of operations, shareholder's equity and cash flows for the year
ended December 31, 1995, and all related schedules which report appears in the
December 31, 1997 annual report on Form 10-K of Neurogen Corporation.
KPMG PEAT MARWICK LLP
Hartford, Connecticut
March 29, 1999
<PAGE>
Exhibit 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 1,500,000 shares of common stock
for the 1993 Omnibus Incentive Plan of Neurogen Corporation of our report dated
February 13, 1998, with respect to the financial statements of Neurogen
Corporation included in the Annual Report (Form 10-K) for the year ended
December 31, 1997.
ERNST & YOUNG LLP
Boston, Massachusetts
March 25, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Frank C. Carlucci
---------------------
Frank C. Carlucci
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/John F. Tallman
---------------------
John F. Tallman
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Suzanne H. Woolsey
---------------------
Suzanne H. Woolsey
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Robert H. Roth
---------------------
Robert H. Roth
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Jeffrey J. Collinson
---------------------
Jeffrey J. Collinson
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/John Simon
---------------------
John Simon
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Robert M. Gardiner
---------------------
Robert M. Gardiner
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Mark Novitch
---------------------
Mark Novitch
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Robert N. Butler
---------------------
Robert N. Butler
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, 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 an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), 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 19th day of March, 1999.
/s/Barry M. Bloom
---------------------
Barry M. Bloom
