UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CORTEX PHARMACEUTICALS, INC.
-----------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
------------------------------------------
(Title of Class of Securities)
22054300
-------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 1996
-----------------------------
(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 [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 7 Pages
Exhibit Index: Page 6
<PAGE>
SCHEDULE 13D
CUSIP No. 22054300 Page 2 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of Soros
Fund Management)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 885,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 885,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
885,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
11.40%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.001 par value per share (the "Shares"), of Cortex Pharmaceuticals,
Inc. (the "Issuer"). This Amendment No. 2 amends the initial statement on
Schedule 13D dated November 12, 1993 and Amendment No. 1 thereto dated September
5, 1996 (collectively, the "Initial Statement") filed by the Reporting Person
(as defined herein). This Amendment No. 2 is being filed by the Reporting Person
to report that, as a result of recent dispositions of Shares of the Issuer, the
percentage of outstanding Shares held for the account of Quantum Partners LDC, a
Cayman Islands exempted limited duration company ("Quantum Partners"), has
decreased by more than one percent of the outstanding Shares. Capitalized terms
used herein and not defined shall have the meanings ascribed to such terms in
the Initial Statement. The Initial Statement is amended as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares of which the Reporting Person
may be deemed the beneficial owner is 885,000 Shares (approximately 11.40% of
the total number of Shares outstanding).
(b) Pursuant to the terms of the contract between Quantum
Partners and SFM, the Reporting Person, in his capacity as sole proprietor of
SFM, may be deemed to have sole power to direct the voting and disposition of
the 885,000 Shares held for the account of Quantum Partners.
(c) Except for the transactions listed on Annex B hereto, there
have been no transactions with respect to the Shares effected since September
23, 1996 (60 days prior to the date hereof) by Quantum Partners or the Reporting
Person. All of the transactions listed on Annex B were executed in routine
brokerage transactions in the over-the-counter market.
(d) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities, including the Shares, held for the account of Quantum Partners in
accordance with their ownership interests in Quantum Partners.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
(a) Power of Attorney dated April 16, 1996 granted by Mr. George
Soros in favor of Mr. Sean C. Warren (filed as Exhibit A to the Initial
Statement and incorporated herein by reference).
(b) Purchase Agreement dated November 5, 1993, between the Issuer
and Quantum Partners (filed as Exhibit B to the Initial Statement and
incorporated herein by reference).
(c) Power of Attorney, dated July 27, 1995, granted by Mr. George
Soros in favor of Mr. Michael C. Neus.
<PAGE>
Page 4 of 7 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
CORTEX PHARMACEUTICALS, INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Quantum Partners LDC1 11/18/96 Sale 10,000 $4.125
11/18/96 Sale 90,000 4.597
11/19/96 Sale 30,000 6.5729
11/20/96 Sale 10,000 5.375
11/21/96 Sale 25,000 4.875
- ----------------
1 Transactions effected at the direction of SFM.
</TABLE>
<PAGE>
Page 5 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 22, 1996 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 6 of 7 Pages
INDEX OF EXHIBITS
EXHIBIT PAGE
- ------- ----
C Power of Attorney, dated July 27, 1995, granted by
Mr. George Soros in favor of Mr. Michael C. Neus.
Page 7 of 7 Pages
Exhibit C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint MICHAEL C. NEUS as my agent and attorney in fact for the purpose of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to filings with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 or the Securities and Exchange Act of 1934 (the "Act") and the rules
and regulations promulgated thereunder, including: (1) all documents relating to
the beneficial ownership of securities required to be filed with the SEC
pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f) and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 27th day of July, 1995.
/s/ George Soros
-------------------------------
GEORGE SOROS
