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 September 30, 1995
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 November 13, 1995, the registrant had 13,077,491 shares of Common Stock
outstanding.
NEUROGEN CORPORATION
INDEX
Page
Number
------
Part I - Financial Information
Item 1. Financial Statements........................................... 1
Balance Sheets at September 30, 1995 and
December 31, 1994.............................................. 1,2
Statements of Operations and Accumulated Deficit for the three-
month periods ended September 30, 1995 and 1994 and for the
nine-month periods ended September 30, 1995 and 1994.......... 3
Statements of Cash Flows for the nine-month periods ended
September 30, 1995 and 1994.................................... 4
Notes to Financial Statements.................................. 5-6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 7-11
Part II - Other Information
Item 1. Legal Proceedings............................................ 11
Item 2. Changes in Securities........................................ 11
Item 3. Defaults upon Senior Securities.............................. 11
Item 4. Submission of Matters to a Vote of Security Holders.......... 11
Item 5. Other Information............................................ 12
Item 6. Exhibits and Reports on Form 8-K............................. 12
Signature ............................................................. 13
Part I - Financial Information 9/95 10 - Q Balance Sheet
Item 1 - Financial Statements
NEUROGEN CORPORATION
BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
1995 1994
(UNAUDITED) (AUDITED)
----------- ---------
ASSETS
Current assets:
Cash and cash equivalents $65,957,934 $ 9,439,727
Marketable securities 6,374,723 6,040,434
Other current assets 699,863 398,542
----------- -----------
Total current assets 73,032,520 15,878,703
Property, plant & equipment:
Land 425,000 425,000
Building 8,406,633 8,379,703
Equipment 3,382,666 2,297,728
Furniture 143,377 110,668
Equipment and furniture under
capital lease - 1,200,000
----------- -----------
12,357,676 12,413,099
Less accumulated depreciation 1,918,312 2,588,476
----------- -----------
Net property, plant and equipment 10,439,364 9,824,623
Other assets, net 359,339 185,752
----------- -----------
$83,831,223 $25,889,078
=========== ===========
See accompanying notes to financial statements.
1
Item 1 - Financial Statements
Neurogen Corporation
Balance Sheets
September 30, December 31,
1995 1994
(Unaudited) (Audited)
------------- ------------
Liabilities & Stockholders' Equity
Current Liabilities:
Accrued expenses $ 1,710,283 $ 949,717
Unearned revenue from collaborative partner 4,494,667 -
Current portion of mortgage payable 154,920 141,125
Current portion of capital lease obligation - 30,863
------------ ------------
Total current liabilities 6,359,870 1,121,705
Mortgage payable, excluding current portion 501,909 619,887
Other compensation 62,587 62,587
Deferred gain on sale of assets - 4,375
------------ ------------
Total liabilities 6,924,366 1,808,554
Stockholders' Equity:
Preferred stock, par value $.025 per share.
Authorized 2,000,000 shares; none issued - -
Common stock, par value $.025 per share.
Authorized 30,000,000 shares; issued and
outstanding 13,033,233 shares at September
30, 1995 and 10,082,763 shares at December
31, 1994 325,831 252,069
Additional paid-in capital 88,777,100 45,607,590
Accumulated deficit (12,272,079) (21,766,182)
Unrealized gain (loss) on marketable securities 76,005 (12,953)
------------ ------------
Total stockholders' equity 76,906,857 24,080,524
$ 83,831,223 $ 25,889,078
============ ============
See accompanying notes to financial statements.
2
Neurogen Corporation
Statements of Operations and Accumulated Deficit
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
Sept. 30, 1995 Sept. 30, 1994 Sept. 30, 1995 Sept. 30, 1994
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
-------------- -------------- -------------- --------------
Operating revenues:
License fees $ - $ - $ 14,000,000 $ -
Research revenue 2,644,667 1,744,667 6,384,000 4,044,667
------------ ------------ ------------ ------------
Total operating revenues 2,644,667 1,744,667 20,384,000 4,044,667
Operating Expenses:
Research & development 3,660,341 3,024,952 9,550,032 7,368,601
General & administrative 654,453 546,764 2,160,755 2,172,915
------------ ------------ ------------ ------------
Total operating expenses 4,314,794 3,571,716 11,710,787 9,541,516
Other income (expense):
Investment income 647,436 179,957 1,100,906 332,546
Interest expense (17,020) (21,885) (53,016) (69,942)
------------ ------------ ------------ ------------
Total other income, net 630,416 158,072 1,047,890 262,604
Net income (loss) before
provision for income taxes $ (1,039,711) $ (1,668,977) $ 9,721,103 $ (5,234,245)
Provision for income taxes - - $ 227,000 -
------------ ------------ ------------ ------------
Net income (loss) $ (1,039,711) $ (1,668,977) $ 9,494,103 $ (5,234,245)
------------ ------------ ------------ ------------
Earnings (loss) per share:
Primary $ (0.09) $ (0.17) $ 0.82 $ (0.56)
============ ============ ============ ============
Fully diluted $ - $ - $ 0.79 $ -
============ ============ ============ ============
Shares used in calculation
of earnings (loss) per
share:
Primary 11,359,000 10,080,000 11,600,000 9,346,000
============ ============ ============ ============
Fully diluted - - 12,056,000 -
============ ============ ============ ============
Accumulated deficit:
Beginning of period $(11,232,368) $(18,680,255) $(21,766,182) $(15,114,987)
------------ ------------ ------------ ------------
End of period $(12,272,079) $(20,349,232) $(12,272,079) $(20,349,232)
============ ============ ============ ============
See accompanying notes to financial statements.
3
Neurogen Corporation 9/95 10 - Q Cash Flow
Statements of Cash Flows
Nine Months Nine Months
Ended Sept. 30, Ended Sept. 30,
1995 1994
(Unaudited) (Unaudited)
--------------- ---------------
Cash flows from operating activities:
Net income (loss) $ 9,494,103 $ (5,234,245)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization expense 547,615 651,596
Unrealized loss on marketable securities - 76,209
Net loss (gain) on sale of assets 3,053 (16,652)
Changes in operating assets and liabilities:
Increase in accrued expenses 760,561 189,856
Increase in unearned revenue from collaborative partner 4,494,667 594,667
Increase in other current assets (301,322) (251,733)
Increase in other assets, net (185,795) (64,164)
------------- ------------
Net cash provided by (used in) operating
activities 14,812,882 (4,054,466)
------------- ------------
Cash flows from investing activities:
Purchase of plant and equipment (1,157,576) (461,938)
Purchases of marketable securities (16,647,511) (11,732,864)
Sales of marketable securities 16,402,180 11,560,469
------------- ------------
Net cash used in investing activities (1,402,907) (634,333)
------------- ------------
Cash flows from financing activities:
Exercise of employee stock options 354,677 -
Exercise of warrants - 90,000
Proceeds from sale of common stock, net 42,888,595 9,864,000
Principal payments under mortgage payable (104,182) (91,999)
Principal payments under capital lease obligations (30,858) (257,891)
------------- ------------
Net cash provided by financing
activities 43,108,232 9,604,110
------------- ------------
Net increase in cash and cash equivalents
equivalents 56,518,207 4,915,311
Cash and cash equivalents at beginning of period 9,439,727 6,403,987
------------- ------------
Cash and cash equivalents at end of period $ 65,957,934 $ 11,319,298
============= ============
See accompanying notes to financial statements.
4
NEUROGEN CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(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. Interim
results are not necessarily indicative of the results that may be expected
for the fiscal year.
(2) Public Offering
---------------
In August 1995, the Company completed the issuance of an additional
2,875,000 shares of common stock through an underwritten public offering
which resulted in net proceeds of $42,888,595.
(3) Lease of Additional Facilities
------------------------------
In the third quarter, the Company entered into a ten year lease
agreement to lease 24,000 square feet of space in a building adjacent to
the Company's existing research facility. The Company has a renewal option
to extend the lease for an additional ten year period and an additional
option to purchase the building after the sixth year of the lease. The
Company anticipates that the renovation of the leased facility into
laboratory and office space will be completed by or near the end of 1996.
Future minimum rental lease payments for the five years subsequent to
September 30, 1995 are:
1996 $ 126,000
1997 $ 126,000
1998 $ 126,000
1999 $ 126,000
2000 $ 126,000
Thereafter $ 756,000
----------
Total minimum lease payments $1,386,000
(4) Subsequent Event
----------------
On November 6, 1995, the Company announced that it had reached
an agreement in principle with Pfizer Inc ("Pfizer") on a new collaboration
to develop and commercialize drugs for the treatment of obesity and eating
disorders. Under the terms of the proposed agreement, Pfizer will purchase
750,000 shares of common stock for $16,500,000 at a price of $22.00 per
share and pay Neurogen $3.5 million as a license fee. In addition Pfizer
will fund a three year research program with an option to
5
extend for two additional years at the rate of $2.4 million per year and
will also pay milestones of up to approximately $28 million on
collaboration drugs as they proceed through clinical development.
Neurogen can earn a portion of the profit, if any, generated by
sales of collaboration drugs in the North American Free Trade Agreement
(NAFTA) countries by funding a portion of the cost of clinical trials and
marketing in these countries. If Neurogen chooses not to exercise the
profit-sharing option, Pfizer will pay Neurogen royalties on any marketed
drugs in NAFTA countries. Pfizer will pay royalties on any marketed drugs
in non-NAFTA countries under either scenario.
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 proprietary therapeutic products for the
treatment of psychiatric and neurological disorders. The Company has not
derived any revenue from product sales and, excluding the effect of $14
million in one-time license fees received from Schering-Plough Corporation
("Schering-Plough") in 1995, expects to incur significant losses over at
least the next several years. Its revenues to date have come from two
collaborative agreements with Pfizer Inc. ("Pfizer"), one collaboration
with Schering-Plough and from investment income. The Company and Pfizer
entered into certain agreements dated as of January 1, 1992 (the "1992
Pfizer Agreement") to develop drugs for anxiety and cognition disorders.
Neurogen and Pfizer entered into additional agreements dated as of July 1,
1994 (the "1994 Pfizer Agreement" and together with the 1992 Pfizer
Agreement, the "Pfizer Agreements") to develop drugs to treat sleep
disorders. In June 1995, Neurogen and Schering-Plough entered into
agreements to develop drugs for the treatment of schizophrenia and other
disorders which act through the dopamine family of receptors and to allow
Schering-Plough to screen certain libraries of compounds from Neurogen's
combinatorial chemistry program (the "Schering-Plough Agreement").
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, joint ventures or financings, if any, the
progress of the Company's research and development 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 SEPTEMBER 30, 1995 AND 1994
The Company's operating revenues were $2.64 million for the three
months ended September 30, 1995 compared to $1.74 million for the same
period in 1994. This increase is due to the commencement of the research
program under the Schering-Plough Agreement in the third quarter of 1995.
Research funding pursuant to the Pfizer Agreements and Schering-Plough
Agreement constituted all of the Company's research revenues and increased
52% for the three-month period ended September 30, 1995 compared to the
same period in 1994.
Research and development costs have increased $635,000 or 21%, to
$3.66 million for the three-month period ended September 30, 1995 as
compared to the same period in 1994. This increase is due primarily to
expansion of preclinical and clinical testing on the Company's lead eating
disorders compound and increased staffing levels. Research and development
costs represented 85% of total operating expenses in the third quarters of
both 1995 and 1994.
7
General and administrative expenses increased $108,000 or 20%, for
the three-month period ended September 30, 1995 as compared to the same
period in 1994. This increase is primarily attributable to a refinement in
the Company's allocation of expenses between general and administrative and
research and development.
Other income (net), consisting primarily of interest income and net
gains from U.S. government securities, increased 299% for the third
quarter of 1995 compared to the same period in 1994 due primarily to a
higher level of invested funds.
The Company incurred a net loss of $1.04 million for the three
months ended September 30, 1995, as compared with a net loss of $1.67
million for the same period in 1994. The decrease in the net loss in 1995
is primarily due to the commencement of the research program under the
Schering-Plough Agreement in July 1995 and the increase in interest
earnings noted above, offset in part by the increase in operating expenses
noted above.
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
In June 1995, the Company received, and recognized as revenue, $14
million in one-time license fees from Schering-Plough in connection with
entering into the Schering-Plough Agreement. The Company's operating
revenues were $20.38 million for the nine months ended September 30, 1995,
compared to $4.04 million for the same period in 1994. This increase is
due primarily to the above-referenced $14.0 million in one-time license
fees. In addition, research revenues increased from $4.04 million to $6.38
million for the nine-month period ended September 30, 1995, an increase of
58%, due to the commencement of the 1994 Pfizer Agreement in the third
quarter of 1994 and the Schering-Plough Agreement in the third quarter of
1995.
Research and development costs have increased $2.18 million, or 30%,
to $9.55 million for the nine-month period ended September 30, 1995 as
compared to the same period in 1994. This increase is due primarily to
expansion of preclinical and clinical testing on the Company's lead
schizophrenia and eating disorders compounds and increased staffing levels.
Research and development costs represented 82% of total operating expenses
for the first nine months of 1995 as compared to 77% for the same period in
1994.
General and administrative expenses during the nine month period
ended September 30, 1995 were unchanged as compared to the same period in
1994.
Other income (net), consisting primarily of interest income, and net
gains from U.S. government securities, increased $785,000 or 299% for the
first nine months of 1995 compared to the same period in 1994 due primarily
to a higher level of invested funds.
8
The Company recognized net income of $9.49 million for the nine-
month period ended September 30, 1995 as compared with a net loss of $5.23
million for the same period in 1994. The change in earnings is primarily
due to the one-time license fees of $14 million from Schering-Plough and
the above noted increases in research revenue and interest income offset in
part by increases in operating expenses.
In 1994, the Company adopted Financial Accounting Standards Board
Statement No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS 115"). Adoption of SFAS 115 did not have a significant
impact on the Company's financial statements.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995 and December 31, 1994, cash, cash equivalents
and marketable securities were in the aggregate $72.33 million and $15.48
million, respectively. The increase in 1995 was primarily due to net
proceeds of $42.89 million received from the sale of 2,875,000 of common
stock to the public and $17 million (including $3 million of unearned
revenue) received from Schering-Plough in connection with entering into the
Schering-Plough Agreement. The Company's aggregate level of cash, cash
equivalents and marketable securities have fluctuated in the past and are
expected to fluctuate 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 the Pfizer
Agreements and the Schering-Plough Agreement and interest earned on
invested funds. The Company's financing activities include three private
placement offerings of the Company's common stock during 1988 and 1989, a
public offering of the Company's common stock in each of 1989, 1991 and
1995, and the private sale of common stock to Pfizer in connection with
entering into the Pfizer Agreements. Total funding received from these
financing activities was approximately $88.3 million. The Company's
expenditures have been primarily to fund research and development and
general and administrative expenses.
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. Under such agreement, the Company has received
or is scheduled to receive $4.6 million in each of 1992, 1993, 1994 and
1995 to fund Neurogen's research in its anxiolytic (anxiety-reducing drugs)
and cognitive enhancer programs. In addition, Neurogen and Pfizer agreed in
October 1995 to extend this research collaboration through 1996. Under the
terms of this extension, Neurogen will receive another $4.6 million during
1996 and the parties expect to focus the resources of this collaborative
effort primarily on Neurogen's sleep disorder program. Neurogen could also
receive milestone payments of up to $12.5 million during the development
and regulatory approval of its anxiolytic and cognition enhancement
products. In return, Pfizer received the exclusive rights to manufacture
and market anxiolytics and cognition enhancers that act through the family
of receptors which interact with the neuro-transmitter gama-aminobutyric
acid, or GABA, and for which it will pay Neurogen royalties based upon net
sales levels, if any, for such products. As of September 30, 1995, Pfizer
had provided $17.3 million of research
9
funding to the Company pursuant to the 1992 Pfizer Agreement, in addition
to its equity investment in 1992.
Neurogen and Pfizer entered into their second collaborative
agreement, the 1994 Pfizer Agreement, in July 1994, pursuant to which
Pfizer provided $9.9 million in equity financing. Under such agreement,
the Company has received or is scheduled to receive approximately $7.4
million during the three-year period which commenced July 1, 1994, to fund
Neurogen's research in its sleep disorder program and may receive up to an
additional $2.4 million for a fourth year should Pfizer exercise its option
to extend the collaboration. Neurogen could also receive milestone
payments of up to $3.3 million during the development and regulatory
approval of its sleep disorder compounds. As part of this second
collaboration, Pfizer received the exclusive rights to manufacture and
market GABA-based sleep disorder products for which it will pay Neurogen
royalties depending upon net sales levels, if any. As of September 30,
1995, Pfizer had provided $3.8 million of research funding to the Company
pursuant to the 1994 Pfizer Agreement, in addition to its equity investment
in 1994.
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 marketing, if any, of drugs developed from
the collaboration.
In June 1995, Neurogen and Schering-Plough entered into the
Schering-Plough Agreement pursuant to which Neurogen and Schering-Plough
are collaborating in the discovery and development of drugs for the
treatment of schizophrenia and other disorders which act through the
dopamine family of receptors. Pursuant to the Schering-Plough Agreement,
the Company received one-time license fees of $14 million for the rights to
Neurogen's dopamine compounds and $3 million for the right to test certain
of Neurogen's combinatorial chemistry libraries in selected non-CNS assays.
Schering-Plough also agreed to pay an additional $3 million in 1996 for the
right to test additional libraries. Neurogen expects to receive
approximately $7.2 million during the two-year period which commenced June
28, 1995, of which $1.8 million had been paid as of September 30, 1995, for
research and development funding of the Company's schizophrenia program.
The Company may receive additional research and development funding of up
to $3.6 million per year for three additional one-year periods depending on
whether and the extent to which Schering-Plough exercises its right to
extend the collaboration. Neurogen could also receive milestone payments
of up to approximately $32 million if it achieves certain development and
regulatory objectives regarding its products subject to the collaboration.
In return, Schering-Plough received the exclusive worldwide license to
market products subject to the collaboration and
10
Neurogen retained the rights to receive royalties based on net sales
levels, if any.
On November 6, 1995, the Company announced that it had reached an
agreement in principle with Pfizer Inc ("Pfizer") on a new collaboration to
develop and commercialize drugs for the treatment of obesity and eating
disorders. Under the terms of the proposed agreement, Pfizer will purchase
750,000 shares of common stock for $16,500,000 at a price of $22.00 per
share and pay Neurogen $3.5 million as a license fee. In addition Pfizer
will fund a three year research program with an option to extend for two
additional years at the rate of $2.4 million per year and will also pay
milestones of up to approximately $28 million on collaboration drugs as
they proceed through clinical development. Neurogen can earn a portion of
the profit, if any, generated by sales of collaboration drugs in the North
American Free Trade Agreement (NAFTA) countries by funding a portion of the
cost of clinical trials and marketing in these countries. If Neurogen
chooses not to exercise the profit-sharing option, Pfizer will pay Neurogen
royalties on any marketed drugs in NAFTA countries. Pfizer will pay
royalties on any marketed drugs in non-NAFTA countries under either
scenario.
The Company plans to use its cash balance for its research and
development activities, working capital and general corporate purposes.
Neurogen anticipates that its current cash balance (excluding the
anticipated proceeds and effect of the proposed eating disorders
collaboration noted above), as supplemented by research funding pursuant to
the Pfizer Agreements and the Schering-Plough Agreement, will be sufficient
to fund its current and planned operations through 1998. 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 arrangements have been entered into for
any future financing and no assurances can be given that adequate levels of
additional funding can be obtained on favorable terms, if at all.
As of December 31, 1994, for federal income tax purposes, the
Company had generated net operating loss carryforwards of approximately
$22.8 million, which are scheduled to expire in the years 2003 through
2009. A significant portion of these net operating loss carryforwards will
be utilized in 1995 as a result, in part, of one-time payments received and
corresponding revenues recognized pursuant to the Schering-Plough
Agreement. Future issuance of securities by the Company and/or sales of
securities by the Company's principal shareholders could result in an
ownership change as defined by Section 382 of the Internal Revenue Code of
1986. Such an ownership change could limit the Company's utilization of
net operating loss carryforwards to offset future taxable income, if any.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable for the quarter ended September 30, 1995.
ITEM 2. CHANGES IN SECURITIES
Not applicable for the quarter ended September 30, 1995.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable for the quarter ended September 30, 1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable for the quarter ended September 30, 1995.
ITEM 5. OTHER INFORMATION
Not applicable for the quarter ended September 30, 1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On July 28, 1995, the Company filed a copy of the Schering-Plough
Agreement (with certain confidential portions deleted) on Form 8-K. On
August 16, 1995, the Company refiled a copy of the Schering-Plough
Agreement (with certain revised confidential portions deleted) on Form
8-KA. The Company made no other filings on Form 8-K during the quarter
ended September 30, 1995.
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
Vice President-Finance and
Chief Financial Officer
Date: November 13, 1995
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 of 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 the Company's Form 10-G 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 - Construction Agreement between the Company and Frank E. Downes
Construction Company, Inc., dated August 25, 1992
(incorporated by reference to Exhibit 10.17 to the Company's Form
10-K for the fiscal year ended December 31, 1992).
10.11 - Letter Agreement between the Company and Biotechnology Venture
Fund S.A., dated August 5, 1988 (incorporated by reference to
Exhibit 10.26 to Registration Statement No. 33-29709 on Form S-
1).
10.12 - Letter Agreement between the Company and Biotechnology Venture
Fund S.A., dated February 5, 1989 (incorporated by reference to
Exhibit 10.27 to Registration Statement No. 33-29709 on Form S-
1).
10.13 - Letter Agreement between David Blech and Peter McPartland, dated
February 17, 1989 (incorporated by reference to Exhibit 10.28 to
Registration Statement No. 33-29709 on Form S-1).
10.14 - Letter Agreement between David Blech and Isaac Blech and Michael
Drew, dated February 21, 1989 (incorporated by reference to
Exhibit 10.29 to Registration Statement No. 33-29709 on Form S-
1).
10.15 - Letter Agreement between the Company and Schroder International
Trust Co., Ltd., dated February 24, 1989 (incorporated by
reference to Exhibit 10.30 to Registration Statement No. 33-29709
on Form S-1).
10.16 - Form of Proprietary Information and Inventions Agreement
(incorporated by reference to Exhibit 10.31 to Registration
Statement No. 33-29709 on Form S-1).
10.17 - 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).
10.18 - Collaborative Research Agreement between the Company and Pfizer
Inc, dated as of January 1, 1992 (incorporated by reference to
Exhibit 10.35 to the Company's Form 10-K for the fiscal year
ended December 31, 1991).
10.19 - 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).
10.20 - Cooperative Research and Development Agreement between the
Company and the National Institutes of Health, dated as of
January 21, 1992 (incorporated by reference to Exhibit 10.37 to
the Company's Form 10-K for the fiscal year ended December 31,
1991).
10.21 - 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).
10.22 - 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).
10.23 - Collaborative Research Agreement between the Company and Pfizer
Inc, dated as of July 1, 1994 (incorporated by reference of
Exhibit 10.1 to the Company's Form 10-Q for the quarterly period
ended June 30, 1994).
10.24 - 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).
10.25 - Registration Rights and Standstill Agreement Among Neurogen
Corporation 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).
10.26 - Collaborative Research Agreement between the Company and
Schering-Plough Corporation (incorporated by reference to Exhibit
10.1 to the Company's Form 8-K dated July 28, 1995.
10.27 Lease Agreement between the Company and Commercial Building
Associates dated as of July 26, 1995.
11.1 Computation of Income (Loss) per Common Share.
27.1 Financial Data Schedule.