-----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, H+YgX3vhSYaR2I27ekiea7BJAcHgi9XSC7Y0w5n4chSwhtCdOuRrRiTzkCmEdsqR 2MnYM/MuD0VSIkrxvvEhSw== 0000899140-08-001504.txt : 20080728 0000899140-08-001504.hdr.sgml : 20080728 20080728163017 ACCESSION NUMBER: 0000899140-08-001504 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080725 FILED AS OF DATE: 20080728 DATE AS OF CHANGE: 20080728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY JOSEPH CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08973276 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08973277 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08973278 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P CENTRAL INDEX KEY: 0001157334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08973275 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08973273 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08973274 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 wppe8_nrgn4-072508ex.xml X0303 4 2008-07-25 0 0000849043 NEUROGEN CORP NRGN 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 1 0 1 0 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 1 0 1 0 Common Stock, par value $0.025 per share 2008-07-25 4 C 0 4999982 A 13571411 D Series A Exchangeable Preferred Stock 2008-07-25 4 C 0 192307 D Common Stock 4999982 0 D Note (1) - See Exhibit 99.1. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg Pincus Partners, LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Scott A. Arenare, Partner 2008-07-25 EX-99 2 n072508a.txt 99.1 - EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses: On April 11, 2008 (the "Closing Date"), Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), purchased 192,307 shares of Series A Exchangeable Preferred Stock, par value $0.025 per share (the "Exchangeable Preferred Stock"), of Neurogen Corporation (the "Company"), and was issued a warrant (the "Warrant") exercisable for shares of the common stock of the Company, par value $0.025 (the "Common Stock"). The purchase of the shares of Exchangeable Preferred Stock and the issuance of the Warrant were made pursuant to that certain Securities Purchase Agreement, dated as of April 7, 2008, by and between the Company, WP VIII and other investor signatories thereto. The aggregate purchase price by WP VIII for the 192,307 shares of Exchangeable Preferred Stock and the Warrant was $5,999,978.40. On July 25, 2008, the Company's stockholders approved, among other things, the exchange of the Exchangeable Preferred Stock for shares of Common Stock. Upon such approval, all of the shares of Exchangeable Preferred Stock then held by WP VIII were automatically converted into 4,999,982 shares of Common Stock. Additionally, upon such approval, the Warrant became exercisable and, accordingly, upon exercise of the Warrant, WP VIII may purchase up to 2,499,991 shares of Common Stock at an exercise price of $2.30 per share at any time prior to April 11, 2013. The exercise price is subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Common Stock. The Warrant may be exercised in whole or in part and by cashless exercise. As of the date hereof, WP VIII is the direct record owner of 13,571,411 shares of Common Stock and the Warrant. The sole general partner of WP VIII is Warburg Pincus Partners, LLC, a New York limited liability company ("WPP LLC"). Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and along with WP VIII, WP and WPP LLC, "the Warburg Pincus Entities"), manages WP VIII. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP, WPP LLC and WP LLC may be deemed to be the beneficial owners of an indeterminate portion of the securities beneficially owned by WP VIII. WP, WPP LLC and WP LLC each disclaim beneficial ownership of all such securities except to the extent of any indirect pecuniary interest therein. Stewart Hen and Jonathan Leff have each served on the Board of Directors of the Company since April 2004. Mr. Hen and Mr. Leff are General Partners of WP and Members and Managing Directors of WP LLC. As such, Mr. Hen and Mr. Leff may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by WP VIII. Mr. Hen and Mr. Leff each disclaim beneficial ownership of all such securities except to the extent of any indirect pecuniary interest therein. Additionally, Mr. Hen beneficially owns 73,542 options to acquire shares of Common Stock and Mr. Leff beneficially owns 66,042 options to acquire shares of Common Stock, which options were issued to them in their capacity as directors of the Company. Mr. Leff did not stand for re-election to the Company's Board of Directors at the Company's annual meeting and, accordingly, as of July 25, 2008, Mr. Leff is no longer a director of the Company. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC and may be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all securities owned by WP VIII and Messrs. Hen and Leff except to the extent of any pecuniary interest therein. The address of the Warburg Pincus Entities is 466 Lexington Avenue, New York, New York 10017. Each of WP VIII, WP, WP LLC and WPP LLC are directors-by-deputization for purposes of Section 16 of the Exchange Act. EX-99 3 n072508b.txt 99.2 - JOINT FILERS' NAMES AND ADDRESSES Exhibit 99.2 JOINT FILERS' NAMES AND ADDRESSES 1. Name: Warburg Pincus Partners LLC Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 2. Name: Warburg Pincus LLC Address: 466 Lexington Avenue New York, NY 10017 3. Name: Warburg Pincus & Co. Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 4. Name: Charles R. Kaye Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 5. Name: Joseph P. Landy Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 EX-99 4 n072508c.txt 99.3 - JOINT FILERS' SIGNATURES Exhibit 99.3 JOINT FILERS' SIGNATURES WARBURG PINCUS PARTNERS, LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare --------------------------- Date: 7/25/08 Name: Scott A. Arenare Title: Partner WARBURG PINCUS LLC By: /s/ Scott A. Arenare --------------------------- Date: 7/25/08 Name: Scott A. Arenare Title: member WARBURG PINCUS & CO. By: /s/ Scott A. Arenare --------------------------- Date: 7/25/08 Name: Scott A. Arenare Title: Partner By: /s/ Scott A. Arenare -------------------------------- Date: 7/25/08 Name: Charles R. Kaye By: Scott A. Arenare, Attorney-in-Fact* By: /s/ Scott A. Arenare -------------------------------- Date: 7/25/08 Name: Charles R. Kaye By: Scott A. Arenare, Attorney-in-Fact** * Power of Attorney given by Mr. Kaye was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. ** Power of Attorney given by Mr. Landy was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. -----END PRIVACY-ENHANCED MESSAGE-----