-----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, Es8I4Lnl7RBqAM942UC2hbwzCUhqgorXhEE3aTFySMx2VoXAnp5iI4j3WHBXARR4 maNDPwtjBg2CfOjvDsmfWw== 0000899140-09-001843.txt : 20091224 0000899140-09-001843.hdr.sgml : 20091224 20091224094446 ACCESSION NUMBER: 0000899140-09-001843 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20091223 FILED AS OF DATE: 20091224 DATE AS OF CHANGE: 20091224 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: 091259721 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: 091259722 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: 091259719 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: 091259724 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: 091259720 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: 091259723 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_nrgn4-122309ex.xml X0303 4 2009-12-23 1 0000849043 NEUROGEN CORP NRGN 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0000929408 WARBURG PINCUS & CO C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 0 1 See Remarks 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 0 1 See Remarks Common Stock, par value $0.025 per share 2009-12-23 4 J 0 13571411 D 0 D Warrant to Purchase Common Stock Common Stock 2499991 1 I See Footnotes See Exhibit 99.1 - Explanation of Responses. See Exhibit 99.1 - Explanation of Responses. See Exhibit 99.1 - Explanation of Responses. (1) Exhibit 99.1 - Explanation of Responses (2) Exhibit 99.2 - Joint Filers' Names and Addresses (3) Exhibit 99.3 - Joint Filers' Signatures On December 23, 2009, Neon Signal, LLC, a Delaware limited liability company ("Merger Sub") and a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand"), was merged (the "Merger") with and into Neurogen Corporation, a Delaware corporation ("Neurogen"), pursuant to an Agreement and Plan of Merger, dated as of August 23, 2009 (the "Merger Agreement"), by and among Merger Sub, Ligand and Neurogen. In connection with the Merger, the shares of the common stock of Neurogen, par value $0.025 per share, owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, were cancelled in exchange for the merger consideration provided in the Merger Agreement. 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 2009-12-23 EX-99 2 w5335342a.htm 99.1 - EXPLANATION OF RESPONSES

Exhibit 99.1

 

Designated Filer: Warburg Pincus Private Equity VIII, L.P.

Issuer & Ticker Symbol: Neurogen Corporation [NRGN]

Date of Event Requiring Statement: December 23, 2009

 

Explanation of Responses

 

 

(1)

On December 23, 2009 (the “Effective Date”), Neon Signal, LLC, a Delaware limited liability company (“Merger Sub”) and a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), was merged (the “Merger”) with and into Neurogen Corporation, a Delaware corporation (“Neurogen”), pursuant to an Agreement and Plan of Merger, dated as of August 23, 2009 (the “Merger Agreement”), by and among Merger Sub, Ligand and Neurogen. Immediately prior to the Effective Time, as defined in the Merger Agreement, Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”), was the direct record owner of 13,571,411 shares of the common stock of Neurogen, par value $0.025 per share (the “Common Stock”) and the Warrant (as defined in Note 3, below).

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, 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, Messrs. Kaye and Landy disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

 

(2)

Cancelled on the Effective Date pursuant to the terms of the Merger Agreement and converted into the right to receive a pro rata portion of the Merger Consideration (as defined in the Merger Agreement).

 

(3)

On April 11, 2008, WP VIII was issued a warrant (the “Warrant”) exercisable for shares of Common Stock pursuant to that certain Securities Purchase Agreement, dated as of April 7, 2008, by and between Neurogen, WP VIII and other investor signatories thereto. The Warrant became exercisable on July 25, 2008 and expires on April 11, 2013. The exercise price of the Warrant was initially equal to $2.30 per share of Common Stock, subject to certain adjustments in accordance with the terms of the Warrant. Prior to the Effective Time, the Warrant entitled WP VIII to purchase upon exercise of the Warrant up to 2,499,991 shares of Common Stock. In connection with the Merger, the Warrant shall be treated in the manner as is set forth in the Merger Agreement and in accordance with the terms of the Warrant.

 

 

 

EX-99 3 w5335342b.htm 99.2 - JOINT FILER INFORMATION

Exhibit 99.2

 

Designated Filer: Warburg Pincus Private Equity VIII, L.P.

Issuer & Ticker Symbol: Neurogen Corporation [NRGN]

Date of Event Requiring Statement: December 23, 2009

 

Joint Filers’ Names and Addresses

 

 

1.

Name:

Warburg Pincus Partners, LLC

 

Address:

c/o Warburg Pincus LLC

 

450 Lexington Avenue

 

New York, NY 10017

 

2.

Name:

Warburg Pincus LLC

 

Address:

450 Lexington Avenue

 

New York, NY 10017

 

3.

Name:

Warburg Pincus & Co.

 

Address:

c/o Warburg Pincus LLC

 

450 Lexington Avenue

 

New York, NY 10017

 

4.

Name:

Charles R. Kaye

 

Address:

c/o Warburg Pincus LLC

 

450 Lexington Avenue

 

New York, NY 10017

 

5.

Name:

Joseph P. Landy

 

Address:

c/o Warburg Pincus LLC

 

450 Lexington Avenue

New York, NY 10017

 

 

 

EX-99 4 w5335342c.htm 99.3 - JOINT FILERS' SIGNATURES

Exhibit 99.3

 

Designated Filer: Warburg Pincus Private Equity VIII, L.P.

Issuer & Ticker Symbol: Neurogen Corporation [NRGN]

Date of Event Requiring Statement: December 23, 2009

 

Joint Filers’ Signatures

 

WARBURG PINCUS PARTNERS, LLC

 

By: Warburg Pincus & Co., its Managing Member

 

 

By: /s/ Scott A. Arenare

Date:12/23/2009

 

Name: Scott A. Arenare

Title: Partner

 

WARBURG PINCUS LLC

 

 

By: /s/ Scott A. Arenare

Date:12/23/2009

 

Name: Scott A. Arenare

Title: Managing Director

 

WARBURG PINCUS & CO.

 

 

By: /s/ Scott A. Arenare

Date:12/23/2009

 

Name: Scott A. Arenare

Title: Partner

 

 

By: /s/ Scott A. Arenare

Date:12/23/2009

 

Name: Charles R. Kaye

By: Scott A. Arenare, Attorney-in-Fact*

 

 

By: /s/ Scott A. Arenare

Date:12/23/2009

 

Name: Joseph P. Landy

 

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.

 

 

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