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 2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PROGRAM
(200,000 shares)
(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 LLP
1 Chase Manhattan Plaza
New York, New York 10005
CALCULATION OF REGISTRATION FEE
<TABLE>
===========================================================================================================================
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share* aggregate offering price* registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.025
per share 200,000 $ 34.875 $ 6,975,000 $ 1,841.40
===========================================================================================================================
*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 September 18, 2000 as reported on the Nasdaq
National Market.
</TABLE>
<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, 1999; and
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000; and
(c) the Company's Current Report on Form 8-K dated June 29, 2000.
The description of the Company's Common Stock, which is contained in a
registration statement filed 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 Delaware
(the "Delaware 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.
EXHIBIT NO. DESCRIPTION
4.1 Neurogen Corporation 2000 Non-Employee Directors Stock Option Program
(incorporated by reference to Exhibit 10.31 to the Company's Form 10-Q
for the quarter ended June 30, 2000).
4.2 Form of Stock Option Agreement currently used in connection with the
grant of options under the Neurogen Corporation 2000 Non-Employee
Directors Stock Option Program (incorporated by reference to Exhibit
10.32 of the Company's Form 10-Q for the quarter ended June 30, 2000).
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit
5.1).
24.1 Powers of Attorney of Frank C. Carlucci, John F. Tallman, Robert H.
Roth, Jeffrey J. Collinson, John Simon, Robert N. Butler, Suzanne
Woolsey, Barry M. Bloom, Mark Novitch, Julian C. Baker and Felix J.
Baker.
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 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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
end 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; and
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; PROVIDED, HOWEVER, that the
foregoing paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8,
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 Securities Exchange Act of 1934 (the
"1934 Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the 1933
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 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the 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 1933
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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 21st day of September 2000.
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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and Director September 21, 2000
---------------------------
Frank C. Carlucci
/S/ HARRY H. PENNER, JR. President, Chief Executive Officer, Vice Chairman September 21, 2000
---------------------------
* Executive Vice President, Secretary and Director September 21, 2000
---------------------------
John F. Tallman
/S/ Stephen R. Davis Senior Vice President and Chief Business Officer September 21, 2000
---------------------------
Stephen R. Davis
* Director September 21, 2000
---------------------------
Robert H. Roth
* Director September 21, 2000
---------------------------
Jeffrey J. Collinson
* Director September 21, 2000
---------------------------
John Simon
* Director September 21, 2000
---------------------------
Robert N. Butler
* Director September 21, 2000
---------------------------
Suzanne Woolsey, Ph.D
* Director September 21, 2000
---------------------------
Barry M. Bloom, Ph.D
* Director September 21, 2000
---------------------------
Mark Novitch, M.D.
* Director September 21, 2000
---------------------------
Julian C. Baker
* Director September 21, 2000
---------------------------
Felix J. Baker, Ph.D
*By: /S/ HARRY H. PENNER
-------------------------------------
Harry H. Penner, Jr., Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Neurogen Corporation 2000 Non-Employee Directors Stock Option Program
(incorporated by reference to Exhibit 10.31 to the Company's Form 10-Q
for the quarter ended June 30, 2000).
4.2 Form of Stock Option Agreement currently used in connection with the
grant of options under the Neurogen Corporation 2000 Non-Employee
Directors Stock Option Program (incorporated by reference to Exhibit
10.32 of the Company's Form 10-Q for the quarter ended June 30, 2000).
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit
5.1).
24.1 Powers of Attorney of Frank C. Carlucci, John F. Tallman, Robert H.
Roth, Jeffrey J. Collinson, John Simon, Robert N. Butler, Suzanne
Woolsey, Barry M. Bloom, Mark Novitch, Julian C. Baker and Felix J.
Baker.
<PAGE>
Exhibits 5.1 and 23.3
September 21, 2000
Neurogen Corporation
35 Northeast Industrial Road
Branford, CT 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, 200,000 shares of
Common Stock of the Company, par value $.025 per share (the "Shares") pursuant
to the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program
(the "Program"). In connection with the foregoing 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 sale
of the Shares and with the provisions of the Program, 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 latter 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 Program in accordance with the terms thereof and paid
for at the prices specified in the Stock Option Agreement, the Shares will have
been legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP
----------------------------------------
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 18, 2000 relating to the
financial statements, which appears in Neurogen Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Hartford, Connecticut
September 19, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 200,000 shares of common stock for the
Neurogen Corporation 2000 Non-Employee Directors Stock Option Program 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
September 19, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Frank C. Carlucci
---------------------
Frank C. Carlucci
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/John F. Tallman
---------------------
John F. Tallman
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Suzanne H. Woolsey
---------------------
Suzanne H. Woolsey
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Robert H. Roth
---------------------
Robert H. Roth
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Jeffrey J. Collinson
---------------------
Jeffrey J. Collinson
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/John Simon
---------------------
John Simon
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Mark Novitch
---------------------
Mark Novitch
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Robert N. Butler
---------------------
Robert N. Butler
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Barry M. Bloom
---------------------
Barry M. Bloom
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Julian C. Baker
---------------------
Julian C. Baker
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL YE PERSONS BY THESE PRESENCE, that the undersigned does hereby make,
constitute and appoint Harry H. Penner, Jr., and Stephen R. Davis, each 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 200,000 shares registered under
the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program, 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
effective as of September 1, 2000.
/s/Felix J. Baker
---------------------
Felix J. Baker
