-----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, MXNsExj6zaaHR69x0A97M06kghsEmCbYR4tBNvFv1By1qJkvfNv2nOZcJt0SXAer hVgP2rehSF0RCuLcsm91rw== 0001047469-98-043274.txt : 19981209 0001047469-98-043274.hdr.sgml : 19981209 ACCESSION NUMBER: 0001047469-98-043274 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981208 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: 98765429 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 Exhibit Index begins on Page 2 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): DECEMBER 1, 1998 ---------------- 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 that Registrant received notice from Nasdaq that Registrant was not in compliance with the closing bid price requirement for the continued listing of Registrant's common stock on the Nasdaq National Market. 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 "CoCensys, Inc. Receives 3 Notice From Nasdaq Regarding Listing Requirements" dated December 4, 1998 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: December 4, 1998 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. RECEIVES NOTICE FROM NASDAQ REGARDING LISTING REQUIREMENTS The Company will Consider Holding a Special Meeting of its Stockholders IRVINE, CALIFORNIA/PR NEWSWIRE/DECEMBER 4, 1998 - CoCensys, Inc. (Nasdaq: COCN) announced today it received notice from the Nasdaq Stock Market, Inc. that the Company was not in compliance with the $1.00 minimum closing bid price requirement for the continued listing of the Company's common stock on the Nasdaq National Market. Nasdaq has provided the Company ninety days (until February 28, 1999) to correct the non-compliance; otherwise, Nasdaq said that the Company's common stock would be delisted from the Nasdaq National Market on March 2, 1999. The Company believes, and Nasdaq has confirmed, that the Company complies with all other requirements necessary to maintain listing of its stock on the Nasdaq National Market. The Company is working with Nasdaq to comply with the $1.00 minimum closing bid price requirement, and will consider holding a special meeting of stockholders to consider a reverse stock split designed to increase the market price per share of the Company's common stock by reducing the number of shares outstanding. Information concerning the date, time, place and matters to be considered at any special meeting of stockholders will be mailed to stockholders in advance of any such meeting. Nasdaq informed CoCensys that, in order to satisfy the closing bid price requirement, the Company's closing bid price must be at least $1.00 per share for a minimum of ten consecutive trading days by February 28, 1999. The Company also may seek certain procedural remedies by requesting a hearing with Nasdaq prior to February 28, 1999, which may result in delaying or avoiding delisting. "As reported earlier," said F. Richard Nichol, Ph.D., Chairman of the Board, President and Chief Executive Officer of CoCensys, "we continue to pursue our strategy of improving shareholder value by leveraging the Company's very broad scientific and clinical resources through Page 3 of 4 collaborations. As of the end of last quarter, we had in excess of $15 million in cash, which should keep us funded through the end of next year. We hope to complete at least one collaboration agreement during the first quarter of 1999." 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, and with Warner-Lambert Company to identify and develop subtype-selective NMDA receptor antagonists for the treatment of a variety of neurological and psychiatric diseases. 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. No assurances can be given that the Company will be able to meet the Nasdaq closing bid price requirement in the future or continue to meet all other Nasdaq listing requirements, or that the Company will be able to enter into collaboration agreements or achieve favorable terms in any such agreements. Actual results may differ due to a number of factors, including the fact that preclinical testing and clinical trial results are not necessarily predictive of whether future testing and trials will replicate or confirm these results or whether a therapeutic agent will succeed in subsequent clinical trials or be approved by the FDA or other regulatory agency as a drug, as well as those factors that are more fully discussed in the Company's most recent Form 10-K and Form 10-Q. ### Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----