-----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, NnmFbPB8nF6dLpRQ0JhM0yDz2lRBSMZzAKDanXC3xnix8gIyOYzIVAVZTZncGffF oUsvnUGDy1sbWq63GI8m1w== 0001047469-99-036142.txt : 19990920 0001047469-99-036142.hdr.sgml : 19990920 ACCESSION NUMBER: 0001047469-99-036142 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990917 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-42753 FILM NUMBER: 99713610 BUSINESS ADDRESS: STREET 1: 213 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497536100 MAIL ADDRESS: STREET 1: 213 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: 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 14D9/A BUSINESS ADDRESS: STREET 1: 213 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497536100 MAIL ADDRESS: STREET 1: 213 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 SC 14D9/A 1 SC 14D9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 14D-9 SOLICITATION/ RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 COCENSYS, INC. (Name of Subject Company) COCENSYS, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 191263201 (CUSIP Number of Class of Securities) -------------------- F. RICHARD NICHOL, PH.D. PRESIDENT AND CHIEF EXECUTIVE OFFICER COCENSYS, INC. 213 TECHNOLOGY DRIVE IRVINE, CA 92618 (949) 753-6100 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person filing statement) -------------------- Copies to: ALAN C. MENDELSON, ESQ. SUZANNE SAWOCHKA HOOPER, ESQ. COOLEY GODWARD LLP FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CA 94306-2155 (650) 843-5000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 (this "Amendment") relates to a tender offer by Purdue Acquisition Corporation, a Delaware corporation ("Offeror"), and an indirect wholly owned subsidiary of Purdue Pharma L.P., a Delaware limited partnership ("Parent"), to purchase all outstanding shares of Common Stock, par value $0.001 per share (the "Common Stock"), including the associated rights to purchase Series A Junior Participating Preferred Stock issued under the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and together with the Common Stock, the "Shares") of CoCensys, Inc., a Delaware corporation (the "Company"), at a purchase price of $1.16 per Share, net to the seller in cash (subject to any applicable withholding of taxes), without interest, upon the terms and subject to the conditions set forth in the Offeror's Offer to Purchase, dated August 12, 1999, as amended (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Solicitation/Recommendation Statement on Schedule 14D-9 dated August 12, 1999. ITEM 2. TENDER OFFER OF THE BIDDER. Item 2 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: On September 9, 1999, Parent issued a press release extending the Expiration Date of the Offer to 5:00 p.m., New York City time, on Thursday, September 16, 1999, a copy of which is incorporated by reference to Exhibit (a)(9) of the Schedule 14D-1/A of Parent and Offeror, filed with the SEC on September 10, 1999. On September 16, 1999, Parent issued a press release extending the Expiration Date of the Offer to 5:00 p.m., New York City time, on Thursday, September 23, 1999, a copy of which is incorporated by reference to Exhibit (a)(11) of the Schedule 14D-1/A of Parent and Offeror, filed with the SEC on September 17, 1999. ITEM 3 (ii). IDENTITY & BACKGROUND--ARRANGEMENTS WITH PARENT, THE OFFEROR OR ANY OF THEIR EXECUTIVE OFFICERS OR AFFILIATES The description of the Merger Agreement included in Item 3(ii) of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: On September 16, 1999, Parent, Offeror and the Company agreed to amend the Merger Agreement to clarify that the definition of Fully Diluted Shares would not include "out-of-the money" stock options. ITEM 4. THE SOLICITATION OR RECOMMENDATION The description of the Background of the Offer included in Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: On September 16, 1999, Parent, Offeror and the Company agreed to amend the Merger Agreement as set forth in Exhibit (a)(10) of the Schedule 14D-1/A of Parent and Offeror, filed with the SEC on September 17, 1999, which is incorporated by reference herein. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 14D-9 is hereby amended to add the following: Exhibit 6: Press Release issued by Parent on September 9, 1999 (1) 2 Exhibit 7: Amendment No. 1 to Agreement and Plan of Merger, dated as of August 5, 1999, among Purdue Pharma L.P., Purdue Acquisition Corporation and CoCensys, Inc., dated as of September 16, 1999 (2) Exhibit 8: Press Release issued by Parent on September 16, 1999 (3) --------------- (1) Incorporated by reference to Exhibit (a)(9) of the Schedule 14D-1/A of Parent and Offeror, filed with the SEC on September 10, 1999. (2) Incorporated by reference to Exhibit (a)(10) of the Schedule 14D-1/A of Parent and Offeror, filed with the SEC on September 17, 1999. (3) Incorporated by reference to Exhibit (a)(11) of the Schedule 14D-1/A of Parent and Offeror, filed with the SEC on September 17, 1999. 3 SIGNATURE After due 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: September 17, 1999 CoCensys, Inc. By: /s/ F. Richard Nichol -------------------------------------------- Name: F. Richard Nichol Title: CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER 4 -----END PRIVACY-ENHANCED MESSAGE-----