UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CORTEX PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
22054300
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(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)
September 5, 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 9 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13D
CUSIP No. 22054300 Page 2 of 9 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 1,050,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,050,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,050,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
14.16%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 9 Pages
This Amendment No. 1 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. 1 amends the initial statement on
Schedule 13D dated November 12, 1993 (the "Initial Statement") filed by the
Reporting Person (as defined herein). This Amendment No. 1 is being filed by the
Reporting Person voluntarily to report that, as a result of an increase in the
number of outstanding 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. This Amendment No. 1
amends and restates all previous filings on Schedule 13D relating to the Shares
as it is the first Schedule 13D filed on EDGAR.
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the Shares of the
Issuer. The address of the principal executive offices of the Issuer is 15241
Barranca Parkway, Irvine, California 92718.
Item 2. Identity and Background.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") in his capacity as the sole proprietor of an investment
advisory firm conducting business under the name Soros Fund Management ("SFM").
This statement relates to Shares held for the account of Quantum Partners, which
has granted investment discretion to SFM pursuant to an investment advisory
contract. SFM is a sole proprietorship of which the Reporting Person is the sole
proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its sole business is to serve, pursuant to contract, as
the principal investment manager to several foreign investment companies (the
"SFM Clients"), including Quantum Partners. Quantum Partners has its principal
office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM's
contracts with SFM Clients generally provide that SFM is responsible for
designing and implementing the SFM Clients' overall investment strategy; for
conducting direct portfolio management strategies to the extent that SFM
determines that it is appropriate to utilize its own portfolio management
capabilities; for selecting, evaluating and monitoring other investment advisors
who manage separate portfolios on behalf of SFM Clients; and for allocating and
reallocating the SFM Clients' assets among the outside managers and itself.
The principal occupation of the Reporting Person, a United States
citizen, is his direction of the activities of SFM, which is carried out in his
capacity as the sole proprietor of SFM at SFM's principal office. Information
concerning the identity and background of the Managing Directors of SFM is set
forth in Annex A hereto and incorporated by reference in response to this Item
2.
Pursuant to regulations promulgated under Section 13(d) of the
Act, the Reporting Person (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Shares, held for the account of Quantum Partners as a result of the contractual
authority of SFM to exercise voting and dispositive power with respect to such
securities.
During the past five years, none of the Reporting Person, Quantum
Partners and, to the best of the Reporting Person's knowledge, any other person
identified in response to this Item 2 has been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding as a result of which he has
<PAGE>
Page 4 of 9 Pages
been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners initially expended approximately $5,500,000.00
of its working capital to purchase 5,500,000 Shares pursuant to the terms of a
Purchase Agreement dated as of November 5, 1993 between the Issuer and Quantum
Partners (the "Purchase Agreement"), which was filed as Exhibit B to the Initial
Statement and is incorporated by reference in response to this Item 3. In
January 1995, the Issuer undertook a one-for-five reverse stock split which
resulted in 1,100,000 Shares being held for the account of Quantum Partners
after such reverse stock split, prior to dispositions of an aggregate of 50,000
Shares, which dispositions occurred more than 60 days prior to the date hereof.
The Shares held for the account of Quantum Partners may be held
through margin accounts maintained with brokers, which extend margin credit as
and when required to open or carry positions in its margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the account of Quantum Partners were acquired or disposed of
for investment purposes. Neither Quantum Partners, the Reporting Person nor, to
the best of his knowledge, any of the other individuals identified in response
to Item 2, has any plans or proposals that relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Person reserves the right to acquire additional
securities of the Issuer, to dispose of such securities at any time or to
formulate other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of SFM Clients, market conditions or other factors.
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 1,050,000 Shares (approximately 14.16% of
the total number of Shares outstanding).
(b) Pursuant to the terms of the contract between Quantum
Partners and SFM, the Reporting Person may be deemed to have sole power to
direct the voting and disposition of the 1,050,000 Shares held for the account
of Quantum Partners.
(c) There have been no transactions effected with respect to the
Shares since July 7, 1996 (60 days prior to the date hereof) by Quantum Partners
or the Reporting Person.
<PAGE>
Page 5 of 9 Pages
(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 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, the Reporting Person and/or Quantum Partners
may lend portfolio securities to brokers, banks or other financial institutions.
These loans typically obligate the borrower to return the securities, or an
equal amount of securities of the same class, to the lender and typically
provide that the borrower is entitled to exercise voting rights and to retain
dividends during the term of the loan. From time to time to the extent permitted
by applicable laws, Quantum Partners and/or other SFM Clients may borrow
securities, including the Shares, for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as disclosed above and in the Purchase Agreement, which
was filed as Exhibit B to the Initial Statement and is incorporated by reference
in response to this Item 6, the Reporting Person does not have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.
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.
(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).
<PAGE>
Page 6 of 9 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: September 5, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
--------------------------
Sean C. Warren
Attorney-in-Fact
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Page 7 of 9 Pages
ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
<PAGE>
Page 8 of 9 Pages
INDEX OF EXHIBITS
EXHIBIT PAGE
A Power of Attorney dated April 16, 1996 granted by
Mr. George Soros in favor of Mr. Sean C. Warren 9
Page 9 of 9 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint SEAN C. WARREN 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 United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities 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 16th of April, 1996.
/s/ George Soros
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GEORGE SOROS
