<PAGE>
As Filed With the Securities and Exchange Commission on September 13, 1996
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORTEX PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 33-0303583
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
15241 Barranca Parkway, Irvine, California 92718
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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1989 SPECIAL NONQUALIFIED STOCK OPTION
AND STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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Vincent F. Simmon, Ph.D., President and Chief Executive Officer
Cortex Pharmaceuticals, Inc.
15241 Barranca Parkway, Irvine, California 92718
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(714) 727-3157
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Lawrence B. Cohn, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
[cover page continued on next page]
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[cover page continued]
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Securities Amount To Be Maximum Aggregate Amount of
To Be Registered Registered (1)(2) Offering Offering Registration
Price Per Share Price (3) Fee
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Common Stock,
$.001 par value 100,000 shares $2.78125 $278,125.00 $100.00
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(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Cortex 1989
Special Nonqualified Stock Option and Stock Purchase Plan (the "Plan").
(2) On January 11, 1995, the Company effected a one-for-five reverse split
of its authorized shares of Common Stock (the "Reverse Split"). On
October 11, 1991, the Company registered 80,000 shares of Common Stock
(or 400,000 shares of pre-Reverse Split Common Stock) available for
grant under the Plan on a Registration Statement on Form S-8
(Registration No. 33-43252), on January 28, 1994, the Company registered
an additional 80,000 shares of Common Stock (or 400,000 shares of
pre-Reverse Split Common Stock) available for grant under the Plan on a
Registration Statement on Form S-8 (Registration No. 33-74610) and on
February 13, 1995, the Company registered an additional 140,000 shares
of Common Stock available for grant under the Plan on Form S-8
(Registration No. 33-89412).
(3) The aggregate offering price for 100,000 shares of Common Stock
registered hereby, which are to be offered to the registrant's employees
pursuant to the Plan, is estimated solely for the purpose of calculating
the registration fee, in accordance with Rule 457(h)(1), on the basis of
the price of securities of the same class as determined in accordance
with Rule 457(c), using the average of the closing bid and asked price
of the Common Stock of the Registrant on the NASDAQ System on
September 9, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the registrant's Registration Statements on Form
S-8 (Registration No. 33-43252, Registration No. 33-74610, and
Registration No. 33-89412) are incorporated herein by reference.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Number Description
------ -----------
4.10 Amendment to 1989 Special Nonqualified Stock Option and Stock
Purchase Plan adopted December 12, 1995
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors, re:
Financial Statements of Cortex Pharmaceuticals, Inc.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, State of California, on the
13th day of September, 1996.
CORTEX PHARMACEUTICALS, INC.
By: /s/ Vincent F. Simmon, Ph.D.
-----------------------------------
Vincent F. Simmon, Ph.D.
President, Chief Executive Officer
and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Vincent F. Simmon, Ph.D. President, Chief September 13, 1996
- ------------------------------- Executive Officer and
Vincent F. Simmon, Ph.D. Director
/s/ D. Scott Hagen Chief Financial Officer September 13, 1996
- ------------------------------- and Chief Operating
D. Scott Hagen Officer (Principal
Financial and Accounting
Officer)
/s/ Harvey S. Sadow, Ph.D. Chairman of the Board September 13, 1996
- ------------------------------- and Director
Harvey S. Sadow, Ph.D.
/s/ Carl W. Cotman, Ph.D. Director September 13, 1996
- -------------------------------
Carl W. Cotman, Ph.D.
/s/ Jerome M. Arnold, Ph.D. Director September 13, 1996
- -------------------------------
Jerome M. Arnold, Ph.D.
/s/ Davis L. Temple, Jr., Ph.D. Director September 13, 1996
- -------------------------------
Davis L. Temple, Jr., Ph.D.
S-1
<PAGE>
Director September 13, 1996
- --------------------------
Michael G. Grey
/s/ Robert F. Allnutt Director September 13, 1996
- --------------------------
Robert F. Allnutt
S-2
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EXHIBIT 4.10
AMENDMENT TO
CORTEX PHARMACEUTICALS, INC.
1989 SPECIAL NONQUALIFIED
STOCK OPTION AND STOCK PURCHASE PLAN
Section 2 has been amended as of December 12, 1995, to read as follows:
2. SHARES SUBJECT TO THE SPECIAL PLAN.
The shares of stock subject to the nonqualified options or rights
to purchase having the terms and conditions set forth in Section 6 below
(hereinafter "nonqualified options" and "rights of purchase") and other
provisions of the Special Plan shall be shares of the Company's authorized
but unissued or reacquired common stock (herein sometimes referred to as
the "Common Stock"). The total number of shares of the Common Stock of the
Company which may be issued under the Special Plan shall be determined from
time to time by resolution of the Board of Directors of the Company, but
shall not exceed, in aggregate, four hundred thousand shares. In the event
that any outstanding nonqualified option or right of purchase granted under
the Special Plan can no longer under any circumstances be exercised, or in
the event that any shares purchased pursuant to the Special Plan are
reacquired by the Company, for any reason, the shares of Common Stock
allocable to the unexercised portion of such nonqualified option or right
of purchase, or the shares reacquired, as the case may be, shall again be
subject to grant or issuance under the Special Plan.
<PAGE>
EXHIBIT 5
[LETTERHEAD]
September 5, 1996
Cortex Pharmaceuticals, Inc.
15241 Barranca Parkway
Irvine, California 92718
RE: REGISTRATION STATEMENT ON FORM S-8--1989 SPECIAL NONQUALIFIED
STOCK OPTION AND STOCK PURCHASE PLAN
Gentlemen:
At your request, we have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") being filed by Cortex
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 100,000 shares of the
Company's common stock, $.001 par value ("Common Stock"), issuable under the
Company's 1989 Special Nonqualified Stock Option and Stock Purchase Plan (the
"Plan").
We have examined the proceedings heretofore taken and are familiar
with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above.
It is our opinion:
1. That stock options and stock-purchase rights, when issued in
accordance with the Plan, will be legally issued and binding obligations of the
Company.
2. That 100,000 shares of Common Stock, when issued under the
Plan and against full payment in accordance with the respective terms and
conditions of the Plan, will be legally and validly issued, fully paid and
nonassessable.
<PAGE>
Cortex Pharmaceuticals, Inc.
September 5, 1996
Page 2
We consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ STRADLING, YOCCA, CARLSON & RAUTH
STRADLING, YOCCA, CARLSON & RAUTH
a professional corporation
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EXHIBIT 23.2
CONSENT OF ERNEST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-43252; 33-74610 and 33-89412) pertaining to 1989 Special
Nonqualified Stock Option and Stock Purchase Plan of our report dated July
18, 1996, with respect to the financial statements of Cortex Pharmaceuticals,
Inc. included in the Annual Report (Form 10-KSB) for the year ended June 30,
1995.
/s/ Ernest & Young LLP
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ERNEST & YOUNG LLP
San Diego, California
September 9, 1996
