-----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, UkATEn7FlvJM6yiqlf/c1C3JGo+Ls6QoS3oNweLfEFre9d8QltqRbC/rFD30+YbX qW43exRExvjAkl1cl9J6cQ== 0000849043-08-000089.txt : 20080729 0000849043-08-000089.hdr.sgml : 20080729 20080729150321 ACCESSION NUMBER: 0000849043-08-000089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080725 FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pitler Thomas A. CENTRAL INDEX KEY: 0001432390 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08975565 BUSINESS ADDRESS: BUSINESS PHONE: 203-315-3046 MAIL ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL ROAD CITY: BRANFORD STATE: CT ZIP: 06405 ISSUER: 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2008-07-25 0000849043 NEUROGEN CORP NRGN 0001432390 Pitler Thomas A. 35 NE INDUSTRIAL RD. BRANFORD CT 06405 0 1 0 0 SVP, CBO and CFO Stock Option (Right to Buy) 1.20 2008-07-25 4 A 0 80000 0 A 2008-07-24 Common Stock .025 Par Value Per Share 80000 80000 D Each of the 16 installments shall expire 5 years from the date of vesting. The option was granted under an employee stock option plan, for no consideration. The option grant was approved by the Compensation Committee of Neurogen Corporation on April 24, 2008, subject to shareholder approval of the amendment to the Amended and Restated Neurogen Corporation 2001 Stock Option Plan, as amended, which would increase the number of shares reserved for issuance under the plan from 5,250,000 to 6,250,000. On 7/25/2008 the amendment was approved and the reporting person was granted an option to purchase 80,000 shares pursuant to the Issuer's Amended and Restated 2001 Neurogen Corporation Stock Option Plan. The options vest quarterly in 16 equal installments over a 4 year period from 4/24/2008 with the first installment vesting 91 days from 4/24/2008. /s/Stephen R. Davis, by power of attorney 2008-07-29 EX-24 2 pitler.htm 
POWER OF ATTORNEY



 The undersigned hereby appoints Stephen R. Davis, President and Chief

Executive Officer of Neurogen Corporation, his or her attorney-in-fact and agent in

any and all capacities to execute for and on his or her behalf filings with the

Securities and Exchange Commission on Forms 3, 4 or 5 pursuant to Section 16

of the Securities and Exchange Act of 1934, as amended, to the extent that such

filings relate to the undersigned's status as a director or officer of Neurogen

Corporation.  The undersigned further appoints Stephen R. Davis his or her

attorney-in-fact and agent to execute any and all amendments to such filings as

such attorney-in-fact and agent deems appropriate.  The undersigned hereby

grants to such attorney-in-fact and agent full power and authority to do and

perform each and every act necessary or desirable as the undersigned could do in

person, hereby ratifying and confirming all that such attorney-in-fact and agent

may lawfully do or has done by virtue hereof.



This Power of Attorney shall become effective as of April 14, 2008.









_____________________________

Thomas A. Pitler
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