-----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, OWEwezKq0SiCsTrfAH9jvf5GusQvqLYH0iBAl4MvKY3X0da86suA28d9yEp0ozPj s0AWqtqZjMkhGqkfFjYoGg== 0000904454-97-000095.txt : 19971024 0000904454-97-000095.hdr.sgml : 19971024 ACCESSION NUMBER: 0000904454-97-000095 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971023 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCENSYS INC CENTRAL INDEX KEY: 0000895034 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330538836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42753 FILM NUMBER: 97699538 BUSINESS ADDRESS: STREET 1: 213 TECHNOLOGY DR CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147536100 MAIL ADDRESS: STREET 2: 213 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOMAIN PARTNERS II LP CENTRAL INDEX KEY: 0000902406 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 CoCensys, Inc. _________________________________________________________________ (Name of Issuer) Common Stock, $.001 par value _________________________________________________________________ (Title of Class of Securities) 0001912631 _________________________________________________________________ (CUSIP Number) Kathleen K. Schoemaker John C. MacMurray, Esq. Domain Associates Reboul, MacMurray, Hewitt, One Palmer Square Maynard & Kristol Princeton, New Jersey 08542 45 Rockefeller Plaza Tel. (609) 683-5656 New York, New York 10111 Tel. (212) 841-5700 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 1997 ___________________________________ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. _________________________________________________________________ 1) Name of Reporting Person Domain Associates S.S. or I.R.S. Identification No. of Above Person _________________________________________________________________ 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] _________________________________________________________________ 3) SEC Use Only _________________________________________________________________ 4) Source of Funds Not Applicable _________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) _________________________________________________________________ 6) Citizenship or Place of Organization New Jersey _________________________________________________________________ Number of 7) Sole Voting 689 shares of Shares Beneficially Power Common Stock, Owned by Each $.001 par value Reporting Person: ("Common Stock") ________________________________________ 8) Shared Voting Power -0- ________________________________________ 9) Sole Disposi- 689 shares of tive Power Common Stock ________________________________________ 10) Shared Dis- positive Power -0- ________________________________________ 11) Aggregate Amount Beneficially 689 shares of Owned by Each Reporting Person Common Stock _________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares _________________________________________________________________ 13) Percent of Class Represented by less than 0.1% Amount in Row (11) ________________________________________________________________ 14) Type of Reporting Person PN ________________________________________________________________ 1) Name of Reporting Person Domain Partners S.S. or I.R.S. Identification II, L.P. No. of Above Person ________________________________________________________________ 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] ________________________________________________________________ 3) SEC Use Only ________________________________________________________________ 4) Source of Funds Not Applicable ________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) ________________________________________________________________ 6) Citizenship or Place of Organization Delaware ________________________________________________________________ Number of 7) Sole Voting 18,923 shares of Shares Beneficially Power Common Stock Owned by Each (issuable upon Reporting Person: exercise of warrants) _______________________________________ 8) Shared Voting Power -0- _______________________________________ 9) Sole Disposi- 18,923 shares of tive Power Common Stock (issuable upon exercise of warrants) _______________________________________ 10) Shared Dis- positive Power -0- _______________________________________ 11) Aggregate Amount Beneficially 18,923 shares of Owned by Each Reporting Person Common Stock (issuable upon exercise of warrants) ________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ________________________________________________________________ 13) Percent of Class Represented by less than 0.1% Amount in Row (11) ________________________________________________________________ 14) Type of Reporting Person PN ________________________________________________________________ (1) Name of Reporting Person Domain Partners S.S. or I.R.S. Identification III, L.P. No. of Above Person ________________________________________________________________ 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] ________________________________________________________________ 3) SEC Use Only ________________________________________________________________ 4) Source of Funds Not Applicable ________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) ________________________________________________________________ 6) Citizenship or Place of Organization Delaware ________________________________________________________________ Number of 7) Sole Voting 1,184,616 shares of Shares Beneficially Power Common Stock, Owned by Each (includes 338,462 Reporting Person: shares issuable upon exercise of warrants) _______________________________________ 8) Shared Voting Power -0- _________________________________________________________________ 9) Sole Disposi- 1,184,616 shares of tive Power Common Stock (includes 338,462 shares issuable upon exercise of warrants) _______________________________________ 10) Shared Dis- positive Power -0- _______________________________________ 11) Aggregate Amount Beneficially 1,184,616 shares of Owned by Each Reporting Person Common Stock (includes 338,462 shares issuable upon exercise of warrants) ________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ________________________________________________________________ 13) Percent of Class Represented by 5.2% Amount in Row (11) ________________________________________________________________ 14) Type of Reporting Person PN ________________________________________________________________ 1) Name of Reporting Person DP III S.S. or I.R.S. Identification Associates, L.P. No. of Above Person ________________________________________________________________ 2) Check the Appropriate Box (a) [x] if a Member of a Group (b) [ ] ________________________________________________________________ 3) SEC Use Only ________________________________________________________________ 4) Source of Funds Not Applicable ________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) ________________________________________________________________ 6) Citizenship or Place of Organization Delaware _______________________________________ Number of 7) Sole Voting 41,461 shares of Shares Beneficially Power Common Stock, Owned by Each (includes 11,846 Reporting Person: shares issuable upon exercise of warrants) _______________________________________ 8) Shared Voting Power -0- _______________________________________ 9) Sole Disposi- 41,461 shares of tive Power Common Stock (includes 11,846 shares issuable upon exercise of warrants) _______________________________________ 10) Shared Dis- positive Power -0- _______________________________________ 11) Aggregate Amount Beneficially 41,461 shares of Owned by Each Reporting Person Common Stock (includes 11,846 shares issuable upon exercise of warrants) _______________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ________________________________________________________________ 13) Percent of Class Represented by 0.2% Amount in Row (11) _________________________________________________________________ 14) Type of Reporting Person PN Amendment No. 3 to Schedule 13D _______________________________ Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission on July 5, 1994, Amendment No. 1 thereto filed on July 17, 1995 and Amendment No. 2 thereto filed on September 19, 1995 (as so amended, the "Schedule 13D"). Item 1. Security and Issuer. ___________________ This statement relates to the Common Stock, $.001 par value (the "Common Stock"), of CoCensys, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 213 Technology Drive, Irvine, California 92718. Item 2. Identity and Background. _______________________ (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13D on behalf of Domain Associates, a New Jersey general partnership ("DA"), Domain Partners II, L.P., a Delaware limited partnership ("DP II"), Domain Partners III, L.P., a Delaware limited partnership ("DP III") and DP III Associates, L.P., a Delaware limited partnership ("DP III A"). DA, DP II, DP III and DPA are sometimes hereinafter referred to as the "Reporting Persons". The Reporting Persons are making this single joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. DA __ (b)-(c) DA is a New Jersey general partnership. The principal business of DA is that of an investment manager. DA's principal business and principal office address is One Palmer Square, Princeton, New Jersey 08542. The general partners of DA are citizens of the United States and their respective principal business addresses and principal occupations are as follows: General Partners Address Occupation ________________ _______ __________ James C. Blair Domain Associates General Partner, One Palmer Square DA, OPSA II & Princeton, NJ 08542 OPSA III Brian H. Dovey Domain Associates General Partner, One Palmer Square DA, OPSA II & Princeton, NJ 08542 OPSA III Richard S. Schneider Domain Associates General Partner, One Palmer Square DA, OPSA II & Princeton, NJ 08542 OPSA III Jesse I. Treu Domain Associates General Partner, One Palmer Square DA, OPSA II & Princeton, NJ 08542 OPSA III Kathleen K. Schoemaker Domain Associates General Partner, One Palmer Square DA & OPSA III Princeton, NJ 08542 DP II _____ (b)-(c) DP II is a Delaware limited partnership. The principal business of DP II is that of a private investment partnership. DP II's principal business and principal office address is One Palmer Square, Princeton, New Jersey 08542. The sole general partner of DP II is One Palmer Square Associates II, L.P., a Delaware limited partnership ("OPSA II"). OPSA II is a Delaware limited partnership. The principal business of OPSA II is that of acting as the general partner of DP II. OPSA II's principal business and principal office address is One Palmer Square, Princeton, New Jersey 08542. The general partners of OPSA II are citizens of the United States and their respective names, principal business addresses and principal occupations are as set forth above under the description of DA. DP III ______ (b)-(c) DP III is a Delaware limited partnership. The principal business of DP III is that of a private investment partnership. DP III's principal business and principal office address is One Palmer Square, Princeton, New Jersey 08542. The sole general partner of DP III is One Palmer Square Associates III, L.P., a Delaware limited partnership ("OPSA III"). OPSA III is a Delaware limited partnership. The principal business of OPSA III is that of acting as the general partner of DP III and DP III A. OPSA III's principal business and principal office address is One Palmer Square, Princeton, New Jersey 08542. The general partners of OPSA III are citizens of the United States and their respective names, principal business addresses and principal occupations are as set forth above under the description of DA. DP III A ________ (b)-(c) DP III A is a Delaware limited partnership. The principal business of DP III A is that of a private investment partnership. DP III A's principal business and principal office address is One Palmer Square, Princeton, New Jersey 08542. The sole general partner of DP III A is OPSA III, which is described above. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. __________________________________________________ On June 7, 1995 DP II, DP III and DP III A acquired, respectively, 47,308, 846,154 and 29,615 shares of Common Stock and, respectively, 18,923, 338,462 and 11,846 Warrants to Purchase Common Stock ("Warrants") in a private financing by the Issuer. The purchase price per share of Common Stock was $3.01 and the purchase price per Warrant was $.60. Each Warrant entitles its holder to purchase one share of Common Stock. From June 7, 1995 until June 6, 1997 the exercise price per Warrant is $3.90; from June 7, 1997 until June 6, 1998 the exercise price per Warrant is $4.20; and from June 7, 1998 until June 6, 2000 the exercise price per Warrant is $4.40. The Warrants expire on June 7, 2000. The sources of funds for the acquisitions were DP II's, DP III's and DP III A's funds available for investment. On June 30, 1994 486,971 shares of Common Stock were acquired by DP II pursuant to an Amended and Restated Purchase Option Agreement By and Between CoCensys and Acea Pharmaceuticals, Inc., dated October 1, 1992 (the "Purchase Option Agreement"). A copy of the Purchase Option Agreement was filed as Exhibit A to the original Schedule 13D, and any description thereof is qualified in its entirety by reference thereto. Pursuant to the Purchase Option Agreement, Acea Pharmaceuticals, Inc., a California corporation ("Acea") granted to the Issuer an option to purchase all of the outstanding capital stock of Acea in exchange for shares of the Issuer's Common Stock. DP II, as a shareholder of Acea, received the 486,971 shares of the Issuer's Common Stock in exchange for 166,000 shares of Acea's Series B Preferred Stock and 25,818 shares of Acea's common stock. Item 4. Purpose of Transaction. ______________________ The purpose of the June 7, 1995 transaction was for DP III and DP III A to invest in the Issuer, and for DP II to increase its investment in the Issuer. The purpose of the June 30, 1994 transaction was to permit the Issuer to exercise its Purchase Option with respect to Acea pursuant to the terms of the Purchase Option Agreement. Item 5. Interest in Securities of the Issuer. _____________________________________ The following information is based on a total of 22,661,489 shares of Common Stock outstanding as of July 31, 1997, as reported in the Issuer's most recent quarterly filing on Form 10-Q. Calculations with respect to DP II give effect to the exercise of 18,923 presently-exercisable Warrants; calculations with respect to DP III give effect to the exercise of 338,462 presently-exercisable Warrants; and calculations with respect to DP III A give effect to the exercise of 11,846 presently- exercisable Warrants. (a) DA __ DA owns 689 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. DP II _____ DP II owns 18,923 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. OPSA II, as the general partner of DP II, may be deemed to beneficially own the shares of Common Stock owned by DP II. DP III ______ DP III owns an aggregate 1,184,616 shares of Common Stock, or approximately 5.2% of the Common Stock outstanding. OPSA III, as the general partner of DP III, may be deemed to beneficially own the shares of Common Stock owned by DP III. DP III A ________ DP III A owns an aggregate 41,461 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. OPSA III, as the general partner of DP III A, may be deemed to beneficially own the shares of Common Stock owned by DP III A. General Partners of DA, OPSA III and OPSA III _____________________________________________ (i) James C. Blair owns 15,275 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (ii) Richard S. Schneider owns 6,763 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (iii) Brian H. Dovey owns 18,214 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (iv) Jesse I. Treu owns 3,800 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (v) Kathleen K. Schoemaker owns 400 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (b) The general partners of DA, OPSA II and OPSA III may be deemed to share the power to vote or direct the voting of and to dispose or to direct the disposition of the shares of Common Stock owned by DA, DP II, DP III and DP III A. Each of the general partners of DA, OPSA II and OPSA III disclaims beneficial ownership of all shares of Common Stock other than the shares of Common Stock he or she owns directly, if any, or by virtue of his or her indirect pro rata interest, as a partner of DA, OPSA II and/or OPSA III, as the case may be, in the Common Stock owned by DA, DP II, DP III and DP III A. (c) On October 15, 1997 DP II distributed 1,138,212 shares of Common Stock to its partners. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on, or the proceeds from sales of, the shares of Common Stock owned by DA, DP II, DP III or DPA. (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ________________________________________ In connection with the June 7, 1995 acquisition the Issuer undertook to file with the Securities and Exchange Commission a Registration Statement covering the Common Stock (including the shares of Common Stock underlying the Warrants) acquired in such transaction. In connection with the June 30, 1994 acquisition the Issuer agreed to enter into a Registration Rights Agreement granting registration rights to the shareholders of Acea with respect to the Common Stock such shareholders acquired in exchange for their shares of Acea stock. Item 7. Material to be Filed as Exhibits. ________________________________ Not Applicable Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 22, 1997 DOMAIN ASSOCIATES _____________________________ By: /s/ Kathleen K. Schoemaker _________________________ General Partner DOMAIN PARTNERS II, L.P. By: One Palmer Square Associates II, L.P., General Partner By: /s/ Kathleen K. Schoemaker ________________________ Attorney-in-Fact DOMAIN PARTNERS III, L.P. By: One Palmer Square Associates III, L.P., General Partner By: /s/ Kathleen K. Schoemaker ________________________ General Partner DP III ASSOCIATES, L.P. By: One Palmer Square Associates III, L.P., General Partner By: /s/ Kathleen K. Schoemaker ________________________ General Partner -----END PRIVACY-ENHANCED MESSAGE-----