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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) June 29, 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 June 28, 2000, Neurogen Corporation (the "Company") announced that it
had entered into definitive purchase agreements for the sale of $41 million of
newly-issued common stock to selected institutional investors at a price of $25
per share. The 1.638 million shares of common stock were not registered under
the Securities Act of 1933, as amended, and cannot be offered or sold absent
registration of an applicable exemption from registration. The Company will file
a registration statement to register the shares for resale.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 News Release of the Company dated June 29, 2000 discussing the
matters described in Item 5.
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)
June 29, 2000 /s/ Stephen R. Davis
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DATE Stephen R. Davis
Senior Vice President and Chief Business Officer
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EXHIBIT INDEX
Exhibit Exhibit
Number -------
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99.1 News Release of the Company dated June
28, 2000 discussing the matters
described in Item 5.
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Exhibit 99.1
CONTACTS:
Amy C. Enders Lori Gosset(media)
Stephen R. Davis Robert Marston & Assoc.
Neurogen Corporation (212)371-2200
(203)488-8201
NEUROGEN CONDUCTS $41 MILLION PRIVATE PLACEMENT
Branford Conn. - June 28, 2000 -- Neurogen Corporation (Nasdaq: NRGN), a
leading company in the fields of new drug discovery and informatics-based drug
discovery technologies, today announced that it has entered into definitive
purchase agreements for the sale of $41 million of newly-issued common stock to
selected institutional investors at a price of $25 per share. Pacific Growth
Equities served as sole placement agent for the transaction. Neurogen expects to
use the proceeds from the financing to apply its AIDDTM (Accelerated Intelligent
Drug Discovery) technologies to the burgeoning number of new drug discovery
targets emerging from the sequencing of the human genome.
The 1.638 million shares of common stock to be sold in the offering have
not been registered under the Securities Act of 1933, as amended, and cannot be
offered or sold absent registration or an applicable exemption from
registration. The Company will file a registration statement to register the
shares for resale. Neurogen is a leader in both the discovery and development of
new drug candidates to treat large market psychiatric, metabolic and
inflammatory disorders and in the development and integration of new drug
discovery technologies within its AIDDTM (Accelerated Intelligent Drug
Discovery) program. Neurogen has generated a growing portfolio of compelling new
drug programs that promise improved efficacy and reduced side effects. Through
strategic collaborations with world-class pharmaceutical companies on its
individual drug programs, Neurogen couples its ability to generate multiple drug
candidates with the proven drug development and marketing expertise of its
partners. These collaborations help to finance the company's operations and hold
the promise of valuable royalties and profit sharing upon the commercialization
of Neurogen's products. Neurogen also finances its activities via licenses of
its AIDD technologies to other companies.
Neurogen Conducts $41 Million Private Placement, Page Two
The information in this press release contains certain forward-looking
statements that involve risks and uncertainties as detailed from time to time in
Neurogen's SEC filings, including its most recent 10-K. Actual results may
differ materially from the statements made as a result of various factors,
including, but not limited to, risks associated with the inherent uncertainty of
Company research, difficulties or delays in development, testing, regulatory
approval, production and marketing of any of the Company's drug candidates,
adverse side effects or inadequate therapeutic efficacy of the Company's drug
candidates, advancement of competitive products, dependence on corporate
partners, sufficiency of cash to fund the Company's planned operations and
patent, product liability and third party reimbursement risks associated with
the pharmaceutical industry.
