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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 23, 2000
NEUROGEN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-18311 22-2845714
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
35 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)
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Item 5. Other Events
On August 23, 2000, Neurogen Corporation (the "Company") announced that
Harry H. Penner, Jr., will step down as President and Chief Executive Officer of
the Company. A search has been initiated for a new CEO with a comprehensive
scientific background in the pharmaceutical industry. Mr. Penner has stated that
he will stay on until the search for a new CEO has been completed.
SAFE HARBOR STATEMENT
Statements which are not historical facts, including statements about the
Company's confidence and strategies, the status of various product development
programs, the sufficiency of cash to fund planned operations and the Company's
expectations concerning its development compounds, drug discovery technologies,
opportunities in the pharmaceutical marketplace and management changes are
"forward looking statements" within the meaning of the Private Securities
Litigations Reform Act of 1995 that involve risks and uncertainties and are not
guarantees of future performance. These risks include, but are not limited to,
difficulties or delays in development, testing, regulatory approval, production
and marketing of any of the Company's drug candidates, the failure to attract or
retain scientific management personnel, any unexpected adverse side effects or
inadequate therapeutic efficacy of the Company's drug candidates which could
slow or prevent product development efforts, competition within the Company's
anticipated product markets, the Company's dependence on corporate partners with
respect to research and development funding, regulatory filings and
manufacturing and marketing expertise, the uncertainty of product development in
the pharmaceutical industry, inability to obtain sufficient funds through future
collaborative arrangements, equity or debt financings or other sources to
continue the operation of the Company's business, risk that patents and
confidentiality agreements will not adequately protect the Company's
intellectual property or trade secrets, dependence upon third parties for the
manufacture of potential products, inexperience in manufacturing and lack of
internal manufacturing capabilities, dependence on third parties to market
potential products, lack of sales and marketing capabilities, potential
unavailability or inadequacy of medical insurance or other third-party
reimbursement for the cost of purchases of the Company's products, and other
risks detailed in the Company's Securities and Exchange Commission filings,
including its Annual Report on Form 10-K for the year ended December 31, 1999,
each of which could adversely affect the Company's business and the accuracy of
the forward-looking statements contained herein.
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)
August 24, 2000 /s/ Stephen R. Davis
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DATE Stephen R. Davis
Senior Vice President and Chief Business Officer
