-----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, Oz9mjO66up0bMcidvUxqCs86IcueBv9R3FHk2keGlAwtsZyILdfPPxp1/C1DR5Ni pEU031Qx8ZXNrnxzXQ96VA== 0000899140-08-001787.txt : 20080925 0000899140-08-001787.hdr.sgml : 20080925 20080925165325 ACCESSION NUMBER: 0000899140-08-001787 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080725 FILED AS OF DATE: 20080925 DATE AS OF CHANGE: 20080925 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: HEN STEWART CENTRAL INDEX KEY: 0001215241 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 081089145 BUSINESS ADDRESS: STREET 1: WARBURG PINCUS & CO STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4/A 1 hen_nrgn4a-092508ex.xml X0303 4/A 2008-07-25 2008-07-28 0 0000849043 NEUROGEN CORP NRGN 0001215241 HEN STEWART C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock, par value $0.025 per share 2008-07-25 4 C 0 4999982 A 13571411 I See footnote Series A Exchangeable Preferred Stock 2008-07-25 4 C 0 192307 D Common Stock 4999982 0 I See footnote See Exhibit 99.1 This Amendment is being filed to correct a typographical error in the number of shares that were reported in Box 5 of Table I in the original Form 4 filed on July 28, 2008. /s/ Stewart Hen 2008-09-25 EX-99 2 h092508.txt EXHIBIT 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"), manages WP VIII. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of an indeterminate portion of the securities beneficially owned by WP VIII. Each of WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein. Stewart Hen, a director of the Company, is a General Partner of WP and a Managing Director and Member of WP LLC. As such, Mr. Hen may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities of the Company beneficially owned by WP VIII. All such securities indicated as owned by Mr. Hen are included because of his affiliation with the above entities. Mr. Hen disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein. Mr. Hen also beneficially owns 73,542 options to acquire shares of Common Stock, which options were issued to him in his capacity as a director of the Company. -----END PRIVACY-ENHANCED MESSAGE-----