As filed with the Securities and Exchange Commission on January 12, 2010
Registration No. 333-153349
Registration No. 333-144423
Registration No. 333-136416
Registration No. 333-136415
Registration No. 333-119525
Registration No. 333-119524
Registration No. 333-98307
Registration No. 333-75215
Registration No. 333-73586
Registration No. 333-73576
Registration No. 333-46324
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-153349
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-144423
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-136416
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-136415
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-119525
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-119524
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-98307
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-75215
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-73586
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-73576
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-46324
UNDER
THE SECURITIES ACT OF 1933
NEUROGEN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
Delaware | | 2834 | | 22-2845714 |
(State or jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
| | |
45 Northeast Industrial Road Branford, Connecticut (203) 488-8201 | | 06405 |
| (Address and Telephone number of Principal Executive Offices) | | (Zip Code) |
2004 Equity Incentive Plan
Stock Option Plan of 1999
Employee Stock Purchase Plan of 1999
(Full Title of Plans)
Charles S. Berkman
11085 North Torrey Pines Road
Suite 300
La Jolla, California 92037
(858) 550-7500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Hayden Trubitt, Esq.
Stradling Yocca Carlson & Rauth
4365 Executive Drive, Suite 1500
San Diego, California 92121
(858) 926-3000
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | |
| Large accelerated filer | | ¨ | | Accelerated filer | | ¨ |
| | | |
| Non-accelerated filer | | ¨ | | Smaller reporting company | | x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment of Neurogen Corporation, a Delaware corporation (the “Company”), amends (i) Registration Statement No. 333-153349 on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on September 5, 2008 and automatically effective on that date, (ii) Registration Statement No. 333-144423 on Form S-8, filed with the Commission on July 9, 2007 and automatically effective on that date, (iii) Registration Statement No. 333-136416 on Form S-8, filed with the Commission on August 8, 2006 and automatically effective on that date, (iv) Registration Statement No. 333-136415 on Form S-8, filed with the Commission on August 8, 2006 and automatically effective on that date, (v) Registration Statement No. 333-119525 on Form S-8, filed with the Commission on October 5, 2004 and automatically effective on that date, (vi) Registration Statement No. 333-119524 on Form S-8, filed with the Commission on October 5, 2004 and automatically effective on that date, (vii) Registration Statement No. 333-98307 on Form S-8, filed with the Commission on August 19, 2002 and automatically effective on that date, (viii) Registration Statement No. 333-75215 on Form S-8, filed with the Commission on March 29, 1999 and automatically effective on that date, (ix) Registration Statement No. 333-73586 on Form S-8, filed with the Commission on November 16, 2001 and automatically effective on that date, (x) Registration Statement No. 333-73576 on Form S-8, filed with the Commission on November 16, 2001 and automatically effective on that date, and (xi) Registration No. 333-46324 on Form S-8, filed with the Commission on September 21, 2000 and automatically effective on that date (collectively, the “Registration Statements”). The Registration Statements registered: (i) 1,000,000 shares of the Company’s common stock, par value $0.025 per share (the “Common Stock”), pursuant to the Amended and Restated Neurogen Corporation 2001 Stock Option Plan (the “2001 Plan”), (ii) 750,000 shares of the Company’s Common Stock, pursuant to the 2001 Plan, (iii) 1,000,000 shares of the Company’s Common Stock, pursuant to the 2001 Plan, (iv) 250,000 shares of the Company’s Common Stock, pursuant to the Company’s 2000 Non-Employee Directors Stock Option Program (the “2000 Program”), (v) 1,500,000 shares of the Company’s Common Stock, pursuant to the 2001 Plan, (vi) 170,000 shares of the Company’s Common Stock, pursuant to the 2000 Program, (vii) 200,000 shares of the Company’s Common Stock, pursuant to the 2000 Program, (viii) 1,500,000 shares of the Company’s Common Stock, pursuant to the Company’s 1993 Omnibus Incentive Plan, (ix) 24,000 shares of the Company’s Common Stock, pursuant to the Company’s Special Committee Stock Option Plan, (x) 2,000,000 shares of the Company’s Common Stock, pursuant to the 2001 Plan, and (xi) 200,000 shares of the Company’s Common Stock, pursuant to the 2000 Program.
On August 23, 2009, the Company entered into the Agreement and Plan of Merger with Ligand Pharmaceuticals Incorporated and its wholly-owned subsidiary pursuant to which all of the Company’s common stock has been acquired for cash and Ligand Pharmaceuticals Incorporated securities and the Company became a wholly-owned subsidiary of Ligand Pharmaceuticals Incorporated (the “Merger”). The Merger was consummated on December 23, 2009. As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. The Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused this registration statement amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on January 12, 2010.
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| NEUROGEN CORPORATION |
| |
| By: | | /s/ CHARLES S. BERKMAN |
| | Charles S. Berkman |
| | Vice President and Secretary |
