SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-18311
NEUROGEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2845714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 Northeast Industrial Road
Branford, Connecticut 06405
(Address of principal executive offices) (Zip Code)
(203) 488-8201
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
As of May 15, 2000 the registrant had 15,581,060 shares of Common Stock
outstanding.
NEUROGEN CORPORATION
INDEX
Page
Number
Part I - Financial Information
Item 1. Consolidated Financial Statements.................................. 1
Consolidated Balance Sheets at March 31, 2000 and
December 31, 1999................................................. 1,2
Consolidated Statements of Operations for the three-month periods
ended March 31, 2000 and 1999 .................................... 3
Consolidated Statements of Cash Flows for the three-month periods
ended March 31, 2000 and 1999 .................................... 4
Notes to Consolidated Financial Statements......................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 6-12
Part II - Other Information
Item 1. Legal Proceedings................................................. 13
Item 2. Changes in Securities............................................. 13
Item 3. Defaults upon Senior Securities................................... 13
Item 4. Submission of Matters to a Vote of Security Holders............... 13
Item 5. Other Information................................................. 13
Item 6. Exhibits and Reports on Form 8-K.................................. 13
Signature ................................... ........................... 15
Exhibit Index ........................................................... 16-18
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
NEUROGEN CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
MARCH 31, 2000 DECEMBER 31, 1999
Assets (UNAUDITED) (AUDITED)
-------------- ---------------
Current assets:
Cash and cash equivalents $ 58,907 $ 31,588
Marketable securities 13,610 33,441
Receivables from corporate partners 702 286
Other current assets 619 921
------------- ---------------
Total current assets 73,838 66,236
Property, plant & equipment:
Land and land improvements 875 875
Building and building improvements 16,834 16,834
Construction in progress 1,921 1,702
Leasehold improvements 4,026 4,026
Equipment 11,986 11,440
Furniture 583 578
--------------- ----------------
36,225 35,455
Less accumulated depreciation & amortization 10,517 9,840
--------------- ----------------
Net property, plant and equipment 25,708 25,615
Other assets, net 257 283
--------------- ----------------
$ 99,803 $ 92,134
=============== ================
See accompanying notes to consolidated financial statements.
1
NEUROGEN CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
MARCH 31, 2000 DECEMBER 31, 1999
(UNAUDITED) (AUDITED)
----------------- -----------------
Liabilities & Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 2,350 $ 2,704
Unearned revenue from corporate partners, current 3,260 1,260
----------------- ------------------
Total current liabilities 5,610 3,964
Loans payable 1,912 1,912
Unearned revenue from corporate partners, long term 3,250 1,500
Other compensation 48 48
----------------- ------------------
Total liabilities 10,820 7,424
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $.025 per share
Authorized 2,000 shares; none issued - -
Common stock, par value $.025 per share
Authorized 30,000 shares; issued and outstanding
15,536 shares at March 31, 2000 and 14,800 shares
at December 31, 1999 388 370
Additional paid-in capital 128,038 114,519
Accumulated deficit (37,521) (26,852)
Deferred compensation (1,664) (3,076)
Accumulated other comprehensive income (258) (251)
----------------- ------------------
Total stockholders' equity 88,983 84,710
----------------- ------------------
$ 99,803 $ 92,134
================= ==================
See accompanying notes to consolidated financial statements.
2
NEUROGEN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2000 MARCH 31, 1999
(UNAUDITED) (UNAUDITED)
---------------- ----------------
Operating revenues:
License fees $ 250 $ -
Research and development 2,591 2,636
---------------- ----------------
Total operating revenues 2,841 2,636
Operating expenses:
Research and development 6,343 5,834
General and administrative 1,499 1,098
Stock compensation 6,596 23
---------------- ----------------
Total operating expenses 14,438 6,955
---------------- ----------------
Operating loss (11,597) (4,319)
Other income (expense):
Investment income 928 914
Interest expense - (1)
---------------- ----------------
Total other income, net 928 913
---------------- ----------------
Loss before provision for income taxes $ (10,669) $ (3,406)
Provision for income taxes - -
---------------- ----------------
Net loss (10,669) (3,406)
================ ================
Net loss per share:
Basic $ (0.70) $ (0.23) (1)
================ ================
Diluted $ (0.70) $ (0.23) (1)
================ ================
Shares used in calculation of loss per share:
Basic 15,297 14,548 (1)
================ ================
Diluted 15,297 14,548 (1)
================ ================
See accompanying notes to consolidated financial statements.
(1) The contingently issuable common stock securities have not been included in
accordance with FAS128.
3
NEUROGEN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2000 MARCH 31, 1999
(UNAUDITED) (UNAUDITED)
--------------- ---------------
Cash flows from operating activities:
Net loss $ (10,669) $ (3,406)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization expense 676 624
Stock compensation expense 6,596 23
Other noncash expense 150 139
Changes in operating assets and liabilities:
(Decrease) in accounts payable and accrued expenses (354) (937)
Increase in unearned revenue from corporate partners 3,750 -
(Increase)decrease in receivables from corporate partners (416) 237
Decrease in other assets, net 296 409
--------------- ---------------
Net cash provided by (used in) operating activities 29 (2,911)
Cash flows from investing activities:
Purchase of plant and equipment (770) (224)
Purchases of marketable securities (1,436) (4,870)
Maturities and sales of marketable securities 21,260 35,154
--------------- ---------------
Net cash provided by investing activities 19,054 30,060
Cash flows from financing activities:
Exercise of employee stock options 8,236 275
Principal payments under mortgage payable - (55)
--------------- ---------------
Net cash provided by financing activities 8,236 220
--------------- ---------------
Net increase in cash and cash equivalents 27,319 27,369
Cash and cash equivalents at beginning of period 31,588 26,066
--------------- ---------------
Cash and cash equivalents at end of period $ 58,907 $ 53,435
=============== ===============
See accompanying notes to consolidated financial statements.
4
Neurogen Corporation
Notes to Consolidated Financial Statements
March 31, 2000
(Unaudited)
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited financial statements have been prepared from the
books and records of Neurogen Corporation (the "Company") in
accordance with generally accepted accounting principles for interim
financial information pursuant to Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. These interim financial
statements should be read in conjunction with the audited financial
statements for the year ended December 31, 1999 included in the
Company's Annual Report on Form 10-K. Interim results are not
necessarily indicative of the results that may be expected for the
fiscal year.
(2) REVENUE RECOGNITION
Revenue under research and development arrangements is recognized
as earned under the terms of the respective agreements. License
payments under separate license agreements are recorded when received
and the license agreements are signed and there are no continuing
obligations on the part of the Company. When further efforts are
required, the license fees are recognized over the related term.
Product research funding is recorded as revenue, generally on a
quarterly basis, as research effort is incurred. Deferred revenue
arises from payments received which have not yet been earned under
research and development as well as in arrangements in contracts where
both research and development and licensing are included and Neurogen
has some level of continued involvement.
In December 1999, the staff of the Securities and Exchange
Commission issued its Staff Accounting Bulletin ("SAB") No. 101,
REVENUE RECOGNITION. SAB No. 101, as amended by SAB No. 101A, provides
guidance on the measurement and timing of revenue recognition in
financial statements of public companies. Changes in accounting
policies to apply the guidance of SAB No. 101 must be adopted by
recording the cumulative effect of the change in the fiscal quarter
ending June 30, 2000.
SAB No. 101 requires that license and other p front fees from
research collaborations be recognized over the term of the agreement
unless the fee is in exchange for products delivered or services
performed that represent the culmination of a separate earnings
process. The Company believes its current revenue recognition policy
is in compliance with SAB No. 101 and the application of the guidance
to their financial statements will not result in a material change
upon adoption in the second quarter of 2000.
(3) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
parent company and a subsidiary, Neurogen Properties LLC, after
elimination of intercompany transactions.
(4) SEGMENT INFORMATION
In 1998, the Company adopted Statement of Financial Accounting
Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information (SFAS No. 131). SFAS No. 131 supersedes SFAS No.
14, Financial Reporting for Segments of a Business Enterprise,
replacing the "industry segment" approach with the "management"
approach. The management approach designates the internal organization
that is used by management for making operating decisions and
assessing performance as the source of the Company's reportable
segments. The Company operates in one segment: drug discovery and
pharmaceutical development. SFAS No. 131 also requires disclosures
about products and services, geographic area, and major customers. The
adoption of SFAS No. 131 had no impact on the Company's financial
statements for the periods presented.
(5) RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 financial
statements in order to conform to the 2000 presentation.
5
(6) NON-CASH COMPENSATION CHARGE
At December 31,1999, 137,625 shares of restricted stock were held
by certain employees. The original December 31, 1998 grant stipulated
that if the stock price closed at or above $45.00 per share within
four years from date of grant the restriction would be removed and the
employee would be able to trade the stock, but if the stock price did
not close at or above $45.00 within four years the shares would be
forfeited.
On February 18, 2000, Neurogen stock closed the trading day at
$47.25, thereby removing the restriction and vesting the stock
immediately. A non-recurring, non-cash charge to income of $6,503,000
for all 137,625 shares at $47.25 per share was recorded in the first
quarter of 2000.
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Since its inception in September 1987, Neurogen has been engaged
in the discovery and development of drugs. The Company has not derived
any revenue from product sales and expects to incur significant losses
in most years prior to deriving any such product revenues. Revenues to
date have come from three collaborative research agreements and one
technology transfer agreement entered into with Pfizer, one
collaboration with Schering-Plough, one license agreement with
American Home Products and from interest income.
RESULTS OF OPERATIONS
Results of operations may vary from period to period depending on
numerous factors, including the timing of income earned under existing
or future strategic alliances, technology transfer agreements, joint
ventures or financings, if any, the progress of the Company's research
and development and technology transfer projects, technological
advances and determinations as to the commercial potential of proposed
products. Neurogen expects research and development costs to increase
significantly over the next several years as its drug development
programs progress. In addition, general and administrative expenses
necessary to support the expanded research and development activities
are expected to increase for the foreseeable future.
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
The Company's operating revenues increased to $2.8 million for
the three months ended March 31, 2000 as compared to $2.6 million for
the same period in 1999. In the first quarter of 2000, Neurogen
recognized revenue of $0.3 million under the Pfizer Technology
Transfer Agreement. Also during the quarter, Neurogen recognized
revenue of $0.3 million for the accomplishment of a milestone in the
cognition enhancement collaboration with Pfizer. Operating revenues in
future periods may fluctuate significantly due to many factors,
including those described throughout this section.
7
Research and development costs increased 9 percent to $6.3
million for the three-month period ended March 31, 2000 as compared to
$5.8 million for the same period in 1999. The increase is primarily
due to increases in research and development personnel as well as the
Company's further expansion of its AIDD (Accelerated Intelligent Drug
Design) Program for the discovery of new drug candidates. Research and
development expenses represented 81 percent (excluding a
non-recurring, non-cash compensation charge) and 84 percent of total
operating expenses in the three month periods ended March 31, 2000 and
1999, respectively.
General and administrative expenses increased 37 percent to $1.5
million for the three-month period ended March 31, 2000 as compared to
$1.1 million for the same period in 1999. This increase is attributed
to additional administrative and technical services, including the
protection of Neurogen's growing intellectual property estate and the
pursuit of potential collaborative relationships, to support and
commercialize Neurogen's expanding research pipeline.
Other income, consisting primarily of interest income and gains
and losses from invested cash and marketable securities, increased 2
percent for the first quarter of 2000 as compared to the same period
in 1999 due primarily to a slightly higher level of invested funds.
The Company recognized a net loss of $10.7 million for the three
months ended March 31, 2000 as compared with a net loss of $3.4
million for the same period in 1999. The increase in net loss is
primarily due to a non-recurring non-cash $6.5 million charge
recognized in the first quarter upon the vesting of 137,625 shares of
restricted stock granted to certain employees in 1998, and an increase
in research and development and general and administrative expenses
for the first quarter of 2000 due to the factors described above.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000 and December 31, 1999, cash, cash equivalents
and marketable securities were in the aggregate $72.5 million and
$65.0 million respectively. This increase was due primarily to the
receipt in the first quarter of approximately $8.2 million in proceeds
from stock option exercises and the receipt of a $4.0 million payment
from Pfizer under the Technology Transfer Agreement described below.
While the Company's aggregate level of cash, cash equivalents and
marketable securities increased during the first quarter of 2000,
these levels have fluctuated significantly in the past and are
expected to do so in the future as a result of the factors described
below.
Neurogen's cash requirements to date have been met by the
proceeds of its financing activities, amounts received pursuant to
collaborative arrangements and interest earned on invested funds. The
Company's financing activities include three private placement
offerings of its common stock prior to its initial public offering,
underwritten public offerings of the Company's common stock in 1989,
1991 and 1995, and the private sale of common stock to Pfizer in
connection with entering into the Pfizer Agreements and to American
Home Products in a licensing agreement. Total funding received from
these financing activities was approximately $105.6 million. The
Company's expenditures have been primarily to fund research and
development and general and administrative expenses and to construct
and equip its research and development facilities.
8
PFIZER
- ------
In the first quarter of 1992, the Company entered into the 1992
Pfizer Agreement pursuant to which Pfizer made a $13.8 million equity
investment in the Company and agreed, among other things, to fund a
specified level of resources for up to five years (later extended as
described below) for Neurogen's research programs for the discovery of
GABA-based drugs for the treatment of anxiety and cognitive disorders.
As of March 31, 2000, Pfizer had provided $37.5 million of research
funding to the Company pursuant to the 1992 Pfizer Agreement, as
extended, and $0.5 million for the achievement of certain clinical
development and regulatory milestones. Neurogen is eligible to receive
additional milestone payments of up to $12.0 million if certain
development and regulatory objectives are achieved regarding its
products subject to the collaboration. In return, Pfizer received the
exclusive rights to manufacture and market collaboration anxiolytics
and cognition enhancers that act through the family of receptors which
interact with the neuro-transmitter GABA. Pfizer will pay Neurogen
royalties based upon net sales levels, if any, for such products.
Neurogen and Pfizer entered into their second collaborative
agreement, the 1994 Pfizer Agreement, in July 1994, pursuant to which
Pfizer made an additional $9.9 million equity investment in the
Company and agreed, among other things, to fund a specified level of
resources for up to four years (later extended as described below) for
Neurogen's research program for the development of GABA-based drugs
for the treatment of sleep disorders. As of March 31, 2000, Pfizer had
provided $12.2 million of research funding to the Company pursuant to
the 1994 Pfizer Agreement, as extended, and $0.3 million for the
achievement of a clinical development milestone. Neurogen could also
receive additional milestone payments of up to $3.0 million if certain
development and regulatory objectives are achieved regarding its
products subject to the collaboration. In return, Pfizer received the
exclusive rights to manufacture and market GABA-based sleep disorder
products for which it will pay Neurogen royalties based upon net sales
levels, if any.
In December 1996 and again in December 1998, Neurogen and Pfizer
extended and combined Neurogen's research efforts under the 1992 and
1994 Agreements. Pursuant to the extension agreements, Neurogen has
received $1.6 million in the first three months of 2000 (which amount
is included in the above-described cumulative totals received for the
1992 and 1994 agreements) and under the extension expects to receive
an additional $4.7 million during the remainder of 2000 for research
and development funding of the Company's GABA-based anxiolytic,
cognitive enhancer and sleep disorders projects.
Under both the 1992 Pfizer Agreement and the 1994 Pfizer
Agreement, in addition to making the equity investments and the
research and milestone payments noted above, Pfizer is responsible for
funding the cost of all clinical development and the manufacturing and
marketing, if any, of drugs developed from the collaborations.
9
Neurogen and Pfizer entered into their third collaborative
agreement, the 1995 Pfizer Agreement, in November 1995, pursuant to
which Pfizer made an additional $16.5 million equity investment in the
Company bringing Pfizer's ownership of the Company's common stock up
to approximately 21 percent. Pfizer also paid a $3.5 million license
fee. Additionally, Pfizer agreed, among other things, to fund a
specified level of resources for up to five years for Neurogen's
research program for the discovery of drugs which work through the
neuropeptide Y (NPY) mechanism for the treatment of obesity and other
disorders. As of March 31, 2000, Pfizer had provided $12.2 million in
research funding pursuant to the 1995 Pfizer Agreement. In 1998,
Pfizer exercised its option under the 1995 Pfizer Agreement to extend
the NPY research program and also agreed to fund increased Neurogen
staffing on the program and thereby pay Neurogen $3.1 million to fund
a fourth year of research, through October 1999. In 1999, Pfizer
elected to further extend the research program through October 2000
and to pay Neurogen $2.6 million in 2000 for research done through
that date. Neurogen could also receive milestone payments of up to
approximately $28.0 million if certain development and regulatory
objectives are achieved regarding its products subject to the
collaboration. As part of this third collaboration, Pfizer received
the exclusive worldwide rights to manufacture and market NPY-based
collaboration compounds, subject to certain rights retained by
Neurogen. Pursuant to the 1995 Pfizer Agreement, Neurogen will fund a
minority share of early stage clinical development costs and has
retained the right to manufacture any collaboration products in NAFTA
countries. Neurogen has also retained a profit sharing option with
respect to product sales in NAFTA countries. If Neurogen exercises the
profit sharing option, it will fund a portion of the cost of late
stage clinical trials and marketing costs and in return receive a
specified percentage of any profit generated by sales of collaboration
products in NAFTA countries. If Neurogen chooses not to exercise its
profit-sharing option, Pfizer would pay Neurogen royalties on drugs
marketed in NAFTA countries and will fund a majority of early stage
and all late stage development and marketing expenses. In either case
Neurogen would be entitled to royalties on drugs marketed in non-NAFTA
countries.
In June of 1999, Neurogen and Pfizer entered into a technology
transfer agreement, (the "Pfizer Technology Transfer Agreement").
Under the terms of this agreement, Pfizer has agreed to pay Neurogen
up to a total of $27.0 million over a three year period for the
licensing and transfer to Pfizer of certain of Neurogen's AIDD
technologies for the discovery of new drugs, along with the
installation of an AIDD system. Additional payments are also possible
upon Pfizer's successful utilization of this technology. Pfizer has
received a non-exclusive license to certain AIDD intellectual
property, and the right to employ this technology in its own drug
development programs. As of March 31, 2000, Pfizer had provided $7.0
million in license fees pursuant to the Pfizer AIDD agreement of which
$0.8 million has been recognized through March 31,2000. Remaining
revenues associated with amounts received under the Pfizer Technology
Transfer Agreement will be recognized in future periods and may
fluctuate significantly depending on the timing and completion of the
Company's transfer of technology and systems pursuant to the
agreement.
10
The Company plans to use its cash, cash equivalents and
marketable securities for its research and development activities,
working capital and general corporate purposes. Neurogen anticipates
that its current cash balance, as supplemented by research funding
pursuant to the Pfizer Agreements and fees it expects to receive under
the Pfizer Technology Transfer Agreement, will be sufficient to fund
its current and planned operations through 2002. However, Neurogen's
funding requirements may change and will depend upon numerous factors,
including but not limited to, the progress of the Company's research
and development programs, the timing and results of preclinical
testing and clinical studies, the timing of regulatory approvals,
technological advances, determinations as to the commercial potential
of its proposed products, the status of competitive products and the
ability of the Company to establish and maintain collaborative
arrangements with others for the purpose of funding certain research
and development programs, conducting clinical studies, obtaining
regulatory approvals and, if such approvals are obtained,
manufacturing and marketing products. The Company anticipates that it
may augment its cash balance through financing transactions, including
the issuance of debt or equity securities and further corporate
alliances. No assurances can be given that adequate levels of
additional funding can be obtained on favorable terms, if at all.
11
As of December 31, 1999, the Company had approximately $37.1
million and $2.8 million of net operating loss carryforwards and
research and development credits, respectively, available for federal
income tax purposes which expire in the years 2004 through 2019. The
Company also had approximately $25.6 million and $0.7 million of
Connecticut state tax net operating loss carryforwards and research
and development credits, respectively, which expire in the years 2000
through 2014. Because of "change in ownership" provisions of the Tax
Reform Act of 1986, our utilization of our net operating loss and
research and development credit carryforwards may be subject to an
annual limitation in future periods.
Discussion of the Year 2000 issue
Neurogen's program to address the Year 2000 issue consisted of
assessment, remediation, testing and contingency planning. The
Company's program was initiated and executed to prevent major
interruptions in the business due to Year 2000 problems. As of
December 31, 1999, all phases were completed. The Company did not
experience any significant disruption as a result of the Year 2000
issue. The total cost of the Year 2000 program was approximately
$200,000, primarily for the cost of replacing/upgrading noncompliant
software.
The Company completed its assessment of Year 2000 risks related
to significant relationships with critical third party suppliers and
customers. Despite these efforts, there can be no assurance that all
supplier and customer Year 2000 compliance plans were successfully
completed in a timely manner, although the Company is not currently
aware of any problems which would significantly impact operations.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk. The Company's investment portfolio includes
investment grade debt instruments. These bonds are subject to interest
rate risk, and could decline in value if interest rates fluctuate. Due
to the short duration and conservative nature of these instruments,
the Company does not believe that it has a material exposure to
interest rate risk. Additionally, funds available from investment
activities are dependent upon available investment rates. These funds
may be higher or lower than anticipated due to interest rate
volatility.
Capital Market Risk. The Company currently has no product
revenues and is dependent on funds raised through other sources. One
source of funding is through further equity offerings. The ability of
the Company to raise funds in this manner is dependent upon capital
market forces affecting the stock price of the Company.
12
Part II - Other Information
Item 1. Legal Proceedings
Not applicable for the first quarter ended March 31, 2000.
Item 2. Changes in Securities
Not applicable for the first quarter ended March 31, 2000.
Item 3. Defaults upon Senior Securities
Not applicable for the first quarter ended March 31, 2000.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable for the first quarter ended March 31, 2000.
Item 5. Other information
Not applicable for the first quarter March 31, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on page 11.
(b) None
13
SAFE HARBOR STATEMENT
Statements which are not historical facts, including statements about the
Company's confidence and strategies, the status of various product development
programs, the sufficiency of cash to fund planned operations and the Company's
expectations concerning its development compounds, drug discovery technologies
and opportunities in the pharmaceutical marketplace are "forward looking
statements" within the meaning of the Private Securities Litigations Reform Act
of 1995 that involve risks and uncertainties and are not guarantees of future
performance. These risks include, but are not limited to, difficulties or delays
in development, testing, regulatory approval, production and marketing of any of
the Company's drug candidates, the failure to attract or retain scientific
management personnel, any unexpected adverse side effects or inadequate
therapeutic efficacy of the Company's drug candidates which could slow or
prevent product development efforts, competition within the Company's
anticipated product markets, the Company's dependence on corporate partners with
respect to research and development funding, regulatory filings and
manufacturing and marketing expertise, the uncertainty of product development in
the pharmaceutical industry, inability to obtain sufficient funds through future
collaborative arrangements, equity or debt financings or other sources to
continue the operation of the Company's business, risk that patents and
confidentiality agreements will not adequately protect the Company's
intellectual property or trade secrets, dependence upon third parties for the
manufacture of potential products, inexperience in manufacturing and lack of
internal manufacturing capabilities, dependence on third parties to market
potential products, lack of sales and marketing capabilities, potential
unavailability or inadequacy of medical insurance or other third-party
reimbursement for the cost of purchases of the Company's products, and other
risks detailed in the Company's Securities and Exchange Commission filings,
including its Annual Report on Form 10-K for the year ended December 31, 1999,
each of which could adversely affect the Company's business and the accuracy of
the forward-looking statements contained herein.
14
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEUROGEN CORPORATION
By:/s/ STEPHEN R. DAVIS
------------------------
Stephen R. Davis
Senior Vice President
and Chief Business Officer
Date: May 15, 2000
15
Exhibit Index
Exhibit
- -------
Number
- ------
10.1 - Neurogen Corporation Stock Option Plan, as amended (incorporated by
reference to Exhibit 10.1 to the Company's Form 10-K for the fiscal
year ended December 31, 1991).
10.2 - Form of Stock Option Agreement currently used in connection with the
grant of options under Neurogen Corporation Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the Company's Form 10-K
for the fiscal year ended December 31, 1992).
10.3 - Neurogen Corporation 1993 Omnibus Incentive Plan, as amended
(incorporated by reference to Exhibit 10.3 to the Company's Form 10-K
for the fiscal year ended December 31, 1993).
10.4 - Form of Stock Option Agreement currently used in connection with the
grant of options under Neurogen Corporation 1993 Omnibus Incentive
Plan (incorporated by reference to Exhibit 10.4 to the Company's Form
10-K for the fiscal year ended December 31, 1993).
10.5 - Neurogen Corporation 1993 Non-Employee Directors Stock Option
Program (incorporated by reference to Exhibit 10.5 to the Company's
Form 10-K for the fiscal year ended December 31, 1993).
10.6 - Form of Stock Option Agreement currently used in connection with the
grant of options under Neurogen Corporation 1993 Non-Employee
Directors Stock Option Program (incorporated by reference to Exhibit
10.6 to the Company's Form 10-K for the fiscal year ended December 31,
1993).
10.7 - Employment Contract between the Company and Harry H. Penner, Jr.,
dated as of October 12, 1993 (incorporated by reference to Exhibit
10.7 to the Company's Form 10-K for the fiscal year ended December 31,
1993).
10.8 - Employment Contract between the Company and John F. Tallman, dated as
of December 1, 1993 (incorporated by reference to Exhibit 10.25 to the
Company's Form 10-Q for the quarterly period ended September 30,1994).
10.9 - Open-End Mortgage Deed and Security Agreement between the Company and
Orion Machinery & Engineering Corp., dated March 16, 1989
(incorporated by reference to Exhibit 10.15 to Registration Statement
No. 33-29709 on Form S-1).
10.10 - Form of Proprietary Information and Inventions Agreement
(incorporated by reference to Exhibit 10.31 to Registration Statement
No. 33-29709 on Form S-1).
10.11 - Warrant to Purchase 47,058 Shares of Common Stock to MMC/GATX
Partnership No. I, dated February 20, 1991 (incorporated by reference
to Exhibit 10.34 to the Company's Form 10-K for the fiscal year ended
December 31, 1990).
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10.12 - Collaborative Research Agreement and License and Royalty Agreement
between the Company and Pfizer Inc, dated as of January 1, 1992
(confidential treatment requested) (incorporated by reference to
Exhibit 10.35 to the Company's Form 10-K for the fiscal year ended
December 31, 1991).
10.13 - License Agreement between the Company and the National Technical
Information Service, dated as of January 1, 1992 (incorporated by
reference to Exhibit 10.36 to the Company's Form 10-K for the fiscal
year ended December 31, 1991).
10.14 - Cooperative Research and Development Agreement between the Company and
the National Institutes of Health, dated as of January 21, 1993
(incorporated by reference to Exhibit 10.37 to the Company's Form 10-K
for the fiscal year ended December 31, 1991).
10.15 - Letter Agreement between the Company and Barry M. Bloom, dated January
12, 1994 (incorporated by reference to Exhibit 10.25 to the Company's
Form 10-K for the fiscal year ended December 31, 1993).
10.16 - Letter Agreement between the Company and Robert H. Roth, dated April
14, 1994 (incorporated by reference to Exhibit 10.26 to the Company's
Form 10-K for the fiscal year ended December 31, 1994).
10.17 - Collaborative Research Agreement and License and Royalty Agreement
between the Company and Pfizer Inc, dated as of July 1, 1994
(confidential treatment requested) (incorporated by reference of
Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended
June 30, 1994).
10.18 - Stock Purchase Agreement between the Company and Pfizer dated as of
July 1, 1994 (incorporated by reference to Exhibit 10.2 to the
Company's Form 10-Q for the quarterly period ended June 30, 1994).
10.19 - Registration Rights and Standstill Agreement among the Company and the
Persons and Entities listed on Schedule I thereto, dated as of July
11, 1994 (incorporated by reference to Exhibit 10.29 to the Company's
Form 10-Q for the quarterly period ended September 30, 1994).
10.20 - Collaboration and License Agreement and Screening Agreement between
the Company and Schering-Plough Corporation (confidential treatment
requested) (incorporated by reference to Exhibit 10.1 to the Company's
Form 8-K dated July 28, 1995).
10.21 - Lease Agreement between the Company and Commercial Building Associates
dated as of August 30, 1995 (incorporated by reference to Exhibit
10.27 to the Company's Form 10-Q for the quarterly period ended
September 30, 1995).
10.22 - Collaborative Research Agreement between the Company and Pfizer dated
as of November 1, 1995 (confidential treatment requested)
(incorporated by reference to Exhibit 10.1 of the Company's Form 8-K
dated November 1, 1995).
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10.23 - Development and Commercialization Agreement between the Company and
Pfizer dated as of November 1, 1995 (confidential treatment requested)
(incorporated by reference to Exhibit 10.2 of the Company's Form 8-K
dated November 1, 1995).
10.24 - Stock Purchase Agreement between the Company and Pfizer dated as of
November 1, 1995 (incorporated by reference to Exhibit 10.3 of
the Company's Form 8-K dated November 1, 1995).
10.25 - Licensing Agreement dated as of November 25, 1996 between American
Home Products Corporation, acting through its Wyeth-Ayerst
Laboratories Division, and Neurogen Corporation (CONFIDENTIAL
TREATMENT REQUESTED) (incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K dated March 31, 1997).
10.26 - Stock Purchase Agreement dated as of November 25, 1996 between
American Home Products Corporation, acting through its Wyeth-Ayerst
Laboratories Division, and Neurogen Corporation (CONFIDENTIAL
TREATMENT REQUESTED)(incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K dated March 31, 1997).
10.27 - Technology agreement between the Company and Pfizer Inc, dated as of
June 15, 1999 (CONFIDENTIAL TREATMENT REQUEST) (Incorporated by
reference to Exhibit 10.27 to the Company's Form 10-Q for the
quarterly period ended June 30, 1999).
10.28 - Employment Contract between the Company and Alan J. Hutchison, dated
as of December 1, 1997 (incorporated by reference to Exhibit 10.28
to the Company's Form 10-K for the fiscal year ended December 31,
1999).
10.29 - Employment Contract between the Company and Stephen R. Davis, dated
as of December 1, 1997 (incorporated by reference to Exhibit 10.29
to the Company's Form 10-K for the fiscal year ended December 31,
1999).
10.30 - Employment Contract between the Company and Kenneth R. Shaw, dated
as of December 1, 1999 (incorporated by reference to Exhibit 10.30
to the Company's Form 10-K for the fiscal year ended December 31,
1999).
27.1 - Financial Data Schedule
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