UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
December
17, 2009
Date of
Report (Date of earliest event reported)
NEUROGEN
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation)
|
0-18311
(Commission
File Number)
|
22-2845714
(I.R.S.
Employer Identification No.)
|
45
Northeast Industrial Road
Branford,
Connecticut 06405
(Address
of principal executive offices) (Zip Code)
(203)
488-8201
(Registrant’s
telephone number, including area code)
35
Northeast Industrial Road
Branford,
Connecticut 06405
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[x]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry
Into a Material Definitive Agreement.
As
previously announced, on August 23, 2009, Neurogen Corporation (“
Neurogen
”) entered
into an Agreement and Plan of Merger (the “
Merger Agreement
”),
with Ligand Pharmaceuticals Incorporated, a Delaware corporation (“
Ligand
”) and Neon
Signal, LLC, a direct wholly-owned subsidiary of Ligand (“
Merger
Sub
”). Under the Merger Agreement, Ligand would acquire
Neurogen pursuant to a reverse triangular merger, whereby Merger Sub would merge
with and into Neurogen, with Neurogen as the surviving corporation (the “
Merger
”).
As
previously announced, the Merger Agreement was amended on September 18, 2009 by
an Amendment to Agreement and Plan of Merger to clarify the definition of the
defined term “Target Net Cash Amount”, and on November 2, 2009 by an Amendment
No. 2 to Agreement and Plan of Merger to change the defined term “Outside Date”
to mean December 24, 2009.
On
December 17, 2009, Ligand, Neurogen and Merger Sub entered into an Amendment No.
3 to Agreement and Plan of Merger (“
Amendment No. 3
”),
pursuant to which $600,000 in cash was added to the merger consideration for the
Neurogen stockholders, and Neurogen’s right to terminate the Merger Agreement if
the indicated aggregate value of the shares of Ligand common stock to be issued
in the Merger, after giving effect to the 4,200,000-share cap, would be less
than approximately $11,000,000 was eliminated. Amendment No. 3 also
specified the Determination Date to be December 15, 2009 and changed the Outside
Date to December 31, 2009.
In
connection with Amendment No. 3, the special meeting of the Neurogen
stockholders to vote on the Merger was postponed from Friday, December 18, 2009
to Wednesday, December 23, 2009, and assuming the satisfaction or waiver of all
conditions to closing the Merger, the Merger would be consummated shortly
thereafter on the same date.
Additional
Information and Where to Find It
Ligand
has filed with the SEC a Registration Statement on Form S-4, which includes a
proxy statement of Neurogen and other relevant materials in connection with the
proposed Merger. The proxy statement, which also constitutes a Ligand
prospectus, has been mailed to Neurogen stockholders. Neurogen
stockholders are urged to read the proxy statement and the other relevant
materials because they will contain important information about Ligand, Neurogen
and the proposed Merger. The proxy statement and other relevant materials, and
any other documents filed by Ligand or Neurogen with the SEC, may be obtained
free of charge at the SEC's web site at
www.sec.gov
. In
addition, Neurogen stockholders may obtain free copies of the documents filed
with the SEC by Ligand by going to the Investor Relations page on Ligand’s
corporate website at
www.ligand.com
, and
free copies of the documents filed with the SEC by Neurogen by going to the
Investor Relations page on Neurogen’s corporate website at
www.neurogen.com
.
Neurogen stockholders are urged to read the proxy statement and the other
relevant materials before making any voting or investment decision with respect
to the proposed Merger.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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 hereunto
duly authorized.
|
NEUROGEN
CORPORATION
|
|
(Registrant)
|
|
|
|
By:/s/
Stephen R. Davis
|
|
Name:
Stephen R. Davis
|
Date:
December 17, 2009
|
Title:
Chief Executive Officer
|
EXHIBIT
INDEX