-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ChydrLFO77/xxNtp3YOJ1hbpWrUWQnleClFZw0xg0AuzYNg2yeMlckN1+8RZse5n abdMXsbcKgApvRM50gt6MQ== 0000849043-08-000021.txt : 20080215 0000849043-08-000021.hdr.sgml : 20080215 20080215130541 ACCESSION NUMBER: 0000849043-08-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080214 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEUROGEN CORP CENTRAL INDEX KEY: 0000849043 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222845714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08621848 BUSINESS ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034888201 MAIL ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 8-K 1 form8k.htm FORM 8K APPOINTMENT OF J.LAMATTINA form8k.htm
 


 
UNITED STATES
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
 
February 15, 2008
Date of Report (Date of earliest event reported)
 
 
NEUROGEN CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction of
incorporation)
0-18311
(Commission File Number)
22-2845714
(I.R.S. Employer Identification No.)
 
35 Northeast Industrial Road
Branford, Connecticut   06405
(Address of principal executive offices) (Zip Code)
 
 
(203) 488-8201
(Registrant's telephone number, including area code)
 
 
None
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  
 

 
 
 
 
 
Item 5.02  Departure of Director or Certain Officers; election of Directors; Appointment of Certain Officers; compensatory Arrangements of Certain Officers.

Effective February 14, 2008, the Board of Directors of Neurogen Corporation (the “Company”) appointed Dr. John LaMattina to the Board of Directors, as an independent director.  The Company has not yet determined whether Mr. LaMattina will serve on any committees of the Board of Directors.

Dr. LaMattina will be compensated for his services as a director consistent with the Company’s other independent directors, as described in the Company’s proxy statement filed with the SEC on June 14, 2007.
 
There is no arrangement or understanding pursuant to which Dr. LaMattina was selected as director, and there are no related party transactions between the Company and Dr. LaMattina  reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Dr. LaMattina as director is furnished as Exhibit 99.1 and incorporated into this Item 5.02 by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d) Exhibits.
 
 
 


 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)
   
 
By: /s/ STEPHEN R. DAVIS
 
Name: Stephen R. Davis
Date: February 15, 2008
Title: President and Chief Executive Officer



EX-99.1 2 exhibit991.htm EXHIBIT 99.1 PRESS RELEASE exhibit991.htm
Nrgn Logo
For Immediate Release
          Contact:
Elaine Grimsell Dodge
Neurogen Corp.
203-315-4615
edodge@nrgn.com

NEUROGEN ANNOUNCES APPOINTMENT OF
 
DR. JOHN L. LAMATTINA TO BOARD OF DIRECTORS
 

 
Branford, CT, February 15, 2008—Neurogen Corporation (Nasdaq: NRGN) announced today that Dr. John LaMattina, former head of global research and development at Pfizer Inc has been appointed to the Company’s Board of Directors.
 
Dr. Craig Saxton, Chairman of the Board, said “We are extremely pleased to welcome John to our Board. Having worked with John at Pfizer, I am very excited that we were able to attract someone with his depth of knowledge and perspective.  His many years of pharmaceutical experience at the highest level enable him to make important contributions to the Board.”
 
Stephen R. Davis, President and CEO said, “I look forward to working with John as we advance our programs into later stages of clinical development and commercialization. John’s extensive pharmaceutical experience and insights will be invaluable as we consider strategic options for each of these programs.”
 
After a distinguished 30-year career with Pfizer, Dr. LaMattina retired as Senior Vice President, Pfizer Inc and President, Pfizer Global Research and Development in December 2007.  In that role, he oversaw the drug discovery and development efforts of over 12,000 employees in the United States, Europe and Asia.

Dr. LaMattina graduated cum laude from Boston College with a B.S. in chemistry, received a Ph.D. from the University of New Hampshire in organic chemistry, and then was a National Institutes of Health Postdoctoral Fellow at Princeton University. Dr. LaMattina is the author of numerous scientific publications and U.S. patents and serves on the Board of Trustees of Boston College and the Board of Trustees of Worcester Polytechnic Institute.

About Neurogen
Neurogen Corporation focuses its small molecule drug discovery efforts on specialist care indications with great unmet medical need. The Company’s current clinical portfolio includes programs in insomnia, Parkinson’s disease, Restless Legs Syndrome (RLS), pain, anxiety, and schizophrenia. Neurogen conducts its research and development independently and, when advantageous, collaborates with world-class pharmaceutical companies to access additional resources and expertise.

Neurogen Safe Harbor Statement
The information in this press release contains certain forward-looking statements, made pursuant to applicable securities laws, which involve risks and uncertainties as detailed from time to time in Neurogen's SEC filings, including its most recent 10-K. Such forward-looking statements relate toactivities, events or developments that Neurogen believes, expects or anticipates will occur in the future and include, but are not limited to, earnings estimates, statements that are not historical facts relating to Neurogen’s future financial performance, its growth and business expansion, its financing plans, thetiming and occurrence of anticipated clinical trials, and potential collaborations or extensions of existing collaborations. These statements are based on certain assumptions made by Neurogen based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances.  Actual results may differ materially from those expressed or implied by such  forward-looking statements as a result of various factors, including, but not limited to, risks associated with the inherent uncertainty of drug research and development, difficulties or delays in development, testing, regulatory approval, production and marketing of any of Neurogen's drug candidates, adverse side effects or inadequate therapeutic efficacy or pharmacokinetic properties of Neurogen's drug candidates or other properties of drug candidates which could make them unattractive for commercialization, advancement of competitive products, dependence on corporate partners, Neurogen’s ability to retain key employees, sufficiency of cash to fund Neurogen's planned operations and patent, product liability and third party reimbursement risks associated with the pharmaceutical industry.  Although Neurogen believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur.  For such statements, Neurogen claims the protection of applicable laws.  Future results may also differ from previously reported results. For example, positive results or safety and tolerability in one clinical study provides no assurance that this will be true in future studies.  Forward-looking statements represent the judgment of Neurogen’s management as of the date of this release and Neurogen disclaims any intent and does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required under applicable law.

###

 
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