-----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, MnLDZeZ9MNCdakXnqnQK1m/YZBOh9yx39Wk+D+Q1KS3clpWw26yMyZIH1xNcrMZP dY6G7kJL/3xkHgW6jN071A== 0001216074-08-000022.txt : 20080415 0001216074-08-000022.hdr.sgml : 20080415 20080415133551 ACCESSION NUMBER: 0001216074-08-000022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080411 FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 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: SIMON JOHN CENTRAL INDEX KEY: 0001048638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18311 FILM NUMBER: 08756680 MAIL ADDRESS: STREET 1: 711 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-04-11 0000849043 NEUROGEN CORP NRGN 0001048638 SIMON JOHN 35 NE INDUSTRIAL ROAD BRANFORD CT 06405 1 0 0 0 Warrants to purchase Common Stock 2008-04-11 4 A 0 9615 31.20 A 2013-04-11 Common Stock 124995 9615 D Series A Exchangeable Preferred Stock 2008-04-11 4 A 0 9615 31.20 A Common Stock 249990 9615 D The Series A Exchangeable Preferred Stock ("Exchangeable Preferred Stock") is automatically exchanged upon the later to occur of (i) the approval by the holders of the Common Stock of the Issuer of the exchange of the Exchangeable Preferred Stock into Common Stock as required by the applicable rules of The Nasdaq Stock Market or (ii) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each share of Exchangeable Preferred Stock will be automatically exchanged for shares of Common Stock of the Issuer. The Exchangeable Preferred Stock has no expiration date. Each share of Exchangeable Preferred Stock will automatically be exchanged for such number of shares of Common Stock of the Issuer determined by dividing (i) the stated value for the Exchangeable Preferred Stock of $31.20 by (ii) the exchange price of the Exchangeable Preferred Stock then in effect. The initial exchange price of the Exchangeable Preferred Stock shall be $1.20 per share, resulting in an initial exchange rate of 26 shares of Common Stock for each share of Exchangeable Preferred Stock subject to adjustment for stock splits, dividends and similar transactions. Initially each warrant is exercisable for 13 shares of Common Stock, subject to adjustment. The number of shares of common stock issuable upon exercise of the warrants equals 50% of the number of shares of Common Stock. The earlier of (i) the stockholder approval of the exchange of the Exchangeable Preferred Stock into Common Stock of the Issuer or (ii) the one year anniversary of the issuance date on April 11, 2008. One share of (1) Exchangeable Preferred Stock and One (1) Warrant were purchased for an aggregate purchase price of $31.20 per unit. Stephen Davis, Attorney-in-fact 2008-04-15 EX-24 2 simon.txt POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby appoints Stephen R. Davis, EVP and Chief Business 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 attorneyin 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 May 6, 2003. /s/ JOHN SIMON _____________________________ John Simon -----END PRIVACY-ENHANCED MESSAGE-----