<PAGE>
As Filed With the Securities and Exchange Commission on September 13, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CORTEX PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 33-0303583
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
15241 Barranca Parkway, Irvine, California 92718
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
---------------
1989 INCENTIVE STOCK OPTION, NONQUALIFIED STOCK OPTION
AND STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
---------------
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]
<PAGE>
[cover page continued]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed Proposed Maximum
Title of Securities Amount To Be Maximum Aggregate Offering Amount of
To Be Registered Registered (1)(2) Offering Price (3) Registration Fee
Price Per Share
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 200,000 shares $2.78125 $556,250.00 $192.00
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Cortex 1989
Incentive Stock Option, 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 200,000 shares of Common Stock (or
1,000,000 shares of pre-Reverse Split Common Stock) available for grant
under the Plan on a Registration Statement on Form S-8 (Registration No.
33-43251), on January 28, 1994, the Company registered an additional
160,000 shares of Common Stock (or 800,000 shares of pre-Reverse Split
Common Stock) available for grant under the Plan on a Registration
Statement on Form S-8 (Registration No. 33-74608) 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. 33-89416).
(3) The aggregate offering price for 200,000 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.
<PAGE>
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. 33-43251, Registration No. 33-74608, and Registration No. 33-
89416) are incorporated herein by reference.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Number Description
------ -----------
4.11 Amendment to 1989 Incentive Stock Option, 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
<PAGE>
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 Financial 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. Chief Executive Officer, September 13, 1996
- ------------------------------ President and Director
Vincent F. Simmon, Ph.D.
/s/ D. Scott Hagen Chief Financial Officer September 13, 1996
- ------------------------------ and Chief Operating Officer
D. Scott Hagen (Principal Financial and
Accounting Officer)
/s/ Harvey S. Sadow, Ph.D. Chairman of the Board and September 13, 1996
- ------------------------------ 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
<PAGE>
AMENDMENT TO
CORTEX PHARMACEUTICALS, INC.
1989 INCENTIVE STOCK OPTION, 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 PLAN.
The shares of stock subject to the incentive options having the terms
and conditions set forth in Section 6 below (hereinafter "incentive options")
and/or nonqualified options or rights to purchase having the terms and
conditions set forth in Section 7 below (hereinafter "nonqualified options" and
"rights of purchase") and other provisions of the 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 Plan (the "Reserved Shares")
shall be determined from time to time by resolution of the Board of Directors of
the Company, but shall not exceed, in aggregate, seven hundred thousand shares.
In the event that any outstanding incentive option, nonqualified option or right
of purchase granted under the Plan can no longer under any circumstances be
exercised, or in the event that any shares purchased pursuant to the Plan are
reacquired by the Company, for any reason, the shares of Common Stock allocable
to the unexercised portion of such incentive option, 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 Plan.
EXHIBIT 4.11
<PAGE>
[LETTERHEAD]
(714) 725-4000
September 5, 1996
Cortex Pharmaceuticals, Inc.
15241 Barranca Parkway
Irvine, California 92718
RE: Registration Statement on Form S-8--1989 Incentive Stock Option,
Nonqualified Stock Option and Restricted 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 200,000 shares of the
Company's common stock, $.001 par value ("Common Stock"), issuable under the
Company's 1989 Incentive Stock Option, Nonqualified Stock Option and Restricted
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 200,000 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.
EXHIBIT 5
<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
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-43251; 33-74608; and 33-89416) pertaining to 1989 Incentive
Stock Option, 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, 1996.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Diego, California
September 9, 1996
