-----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, Eb/uRcpEq0sOBjZ4GJ8+fjHKKrpAVoQCXQBHs9InchrV8PcW2eHmkWbHYBbtGFNd g8n0dHKCg3884ZPWglikBA== 0001047469-99-014406.txt : 19990413 0001047469-99-014406.hdr.sgml : 19990413 ACCESSION NUMBER: 0001047469-99-014406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990408 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990412 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: 99591629 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 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 8, 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 that Nasdaq had halted trading of Registrant's common stock on the Nasdaq National Market pending receipt and review of certain information. 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 "Nasdaq Halts Trading" 3 dated April 9, 1999 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 9, 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 NASDAQ HALTS TRADING IRVINE, CALIFORNIA/PR NEWSWIRE/APRIL 9, 1999 - The Nasdaq Stock Market Inc. has halted trading in CoCensys, Inc. (Nasdaq: COCN) common stock pending receipt and review of information. CoCensys is working closely with Nasdaq to expedite resolution of the review and allow resumption of trading. "We recognize that the trading halt represents an inconvenience to CoCensys stockholders. However, the integrity of our trading market is extremely important to CoCensys, its stockholders and Nasdaq," reported F. Richard Nichol, Ph.D., Chairman of the Board, President and Chief Executive Officer of CoCensys. "We intend to cooperate fully with Nasdaq's review and work to allow trading in our stock to resume without unnecessary delay," Dr. Nichol added. Robert R. Holmen, CoCensys' Vice President & General Counsel, added "We notified Nasdaq last week of our concern regarding recent trading activity in CoCensys common stock. CoCensys has provided Nasdaq all information so far requested, and will continue to provide promptly additional information if and when requested by Nasdaq. Nasdaq has not provided a time frame in which it will complete its review." As previously reported, CoCensys also 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 does not believe that Nasdaq's action to halt trading is related to the April 29, 1999 hearing. 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 Page 3 of 4 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 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-----