- -<PAGE>
As Filed With the Securities and Exchange Commission on January 31, 1997
Registration No. 33-43252
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
15241 Barranca Parkway, Irvine, California 92618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
----------------------
1989 SPECIAL 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 92618
(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
<PAGE>
DEREGISTRATION OF SECURITIES
Pursuant to Item 512(a)(3) of Regulation S-B, the Registrant is filing
this Post-Effective Amendment No. 1 to Registration Statement to remove from
registration all securities registered pursuant to the Registration Statement
that remain unsold as of the date of filing this Post-Effective Amendment No. 1
to Registration Statement.
Accordingly:
(1) the offering is hereby terminated; and
(2) the Registrant hereby removes from registration 26,433 shares of Common
Stock, representing all securities which remain unsold as of the date of filing
this Post-Effective Amendment No. 1 to the Registration Statement.
<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 Post-Effective
Amendment No.1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on the 31st day of January, 1997.
CORTEX PHARMACEUTICALS, INC.
By: /s/ Vincent F. Simmon, Ph.D.
-------------------------------------
Vincent F. Simmon, Ph.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to 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 Executive January 31, 1997
Vincent F. Simmon, Ph.D. Officer, Director
/s/ D. Scott Hagen
- ------------------------- Vice President, Chief January 31, 1997
D. Scott Hagen Financial Officer and
Secretary (Principal
Financial and Accounting
Officer)
/s/ Harvey S. Sadow, Ph.D.
- ------------------------- Chairman of the Board and January 31, 1997
Harvey S. Sadow, Ph.D. Director
(signatures continued next page)
<PAGE>
/s/ Robert F. Allnutt
- --------------------------- Director January 31, 1997
Robert F. Allnutt
/s/ Carl W. Cotman, Ph.D.
- --------------------------- Director January 31, 1997
Carl W. Cotman, Ph.D.
/s/ Michael G. Grey
- --------------------------- Director January 31, 1997
Michael G. Grey
/s/ Davis L. Temple, Jr., Ph.D.
- --------------------------- Director January 31, 1997
Davis L. Temple, Jr., Ph.D.
