-----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, LytYIfXToKzaRwkE1vbIpKu7nTCMOkGhS65f2qyefO31KOeHjTC4C7msDSYriPgL yrQTVKPbV/qRwB9qVMUbEQ== 0001047469-99-015715.txt : 19990422 0001047469-99-015715.hdr.sgml : 19990422 ACCESSION NUMBER: 0001047469-99-015715 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990415 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990421 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-20954 FILM NUMBER: 99598192 BUSINESS ADDRESS: STREET 1: 201 TECHNOLOGY DR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497536100 MAIL ADDRESS: STREET 1: 201 TECHNOLOGY DRIVE STREET 2: 201 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): APRIL 15, 1999 --------------- COCENSYS, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-20954 33-0538836 - --------------- ---------- ------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 201 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618 - ----------------------------------------- ---------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (949) 753-6100 Page 1 of 4 ITEM 5. OTHER EVENTS. Attached hereto as Exhibit 99.1 is a copy of a Press Release issued on behalf of the Registrant announcing a one-for-eight reverse split of Registrant's Common Stock effective April 15, 1999. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) EXHIBITS. The following exhibits are attached to this Current Report on Form 8-K:
SEQUENTIAL EXHIBIT DESCRIPTION PAGE START ------- ----------- ---------- 99.1 Press Release entitled "CoCenys, Inc. Announces Reverse Stock Split" dated April 12, 1999 3
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. COCENSYS, INC. -------------- (Registrant) Date: April 20, 1999 By: /s/ ROBERT R. HOLMEN ---------------------------- Robert R. Holmen, Vice President, General Counsel and Secretary Page 2 of 4 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 Contact: F. Richard Nichol, Ph.D. Robert R. Holmen CHAIRMAN OF THE BOARD VICE PRESIDENT & GENERAL COUNSEL PRESIDENT & CHIEF EXECUTIVE OFFICER Donna D. Slade ASSISTANT DIRECTOR, INVESTOR RELATIONS/PUBLIC RELATIONS COCENSYS, INC. 949/753-6110 or 753-6122 COCENSYS, INC. ANNOUNCES REVERSE STOCK SPLIT IRVINE, CALIFORNIA/PR NEWSWIRE/APRIL 12, 1999 - CoCensys, Inc. (Nasdaq: COCN) announced today that the Company's Board of Directors has approved a one-for-eight reverse split of the Company's Common Stock effective April 15, 1999. The stockholders previously approved this reverse split at a special meeting of stockholders held on January 27, 1999. All holders of Common Stock will receive a new share of Common Stock for every eight shares of Common Stock held as of the effective date. The trading symbol for CoCensys will be COCND for the first twenty trading days after the reverse split takes effect. After the reverse split, CoCensys will have approximately 4.3 million shares of Common Stock outstanding. Registered stockholders as of the close of trading on the effective date will receive written notice regarding the procedure for exchanging their certificates. "The Board of Directors and stockholders approving the reverse stock split recognize the importance of trading on the Nasdaq Stock Market," said F. Richard Nichol, Ph.D., Chairman of the Board, President and Chief Executive Officer. As previously reported, CoCensys faces the possible delisting of its stock from the Nasdaq National Market based on lack of compliance with Nasdaq's minimum bid price requirement of $1.00 per share. Nasdaq has scheduled a hearing for April 29, 1999, to consider the continued listing of CoCensys common stock. CoCensys is a biopharmaceutical company that discovers and develops products for the treatment of neurological and psychiatric disorders. The Company's product development programs focus on novel small molecule compounds for the treatment of epilepsy, anxiety, Parkinson's and other neurodegenerative diseases, neuropathic pain, migraine, insomnia and stroke. CoCensys has development programs with the Wyeth-Ayerst Laboratories Division of American Home Products Corporation to develop analogs of naturally-occurring neuroactive compounds, "epalons," for the treatment of anxiety, with Parke-Davis Pharmaceutical Division of Warner-Lambert Company to identify and develop subtype-selective NMDA receptor antagonists for the treatment of a variety of neurological and psychiatric diseases, and with Senju Pharmaceutical and Parke-Davis for the exploration of ophthalmic indications of Page 3 of 4 CoCensys' glutamate receptor antagonist compounds . More information about the Company is available on its web site: http://www.cocensys.com. This press release includes forward looking statements that involve a high degree of financial, technological, regulatory and competitive risks and uncertainties inherent to early stage biopharmaceutical companies. Those forward looking statements include the actions that Nasdaq may take with respect to investigation of trading, trading in and the listing of CoCensys common stock. Actual results may differ due to a number of factors, including the following: Nasdaq rules, regulations and procedures may vary or be interpreted differently in the future; no assurances can be made that the minimum bid price for the Company's common stock will reach or exceed $1.00 per share or that the Company will continue to meet all other requirements to maintain listing of its common stock on the Nasdaq National Market; and such other factors as discussed in the Company's most recent Form 10-K and Form 10-Q. ### Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----