UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
February 11, 1997
---------------------------------------
(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
<PAGE>
Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. 22054300
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Delaware
7 Sole Voting Power
Number of 660,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 660,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
660,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.50%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 Pages
SCHEDULE 13D
CUSIP No. 22054300
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 660,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
660,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
660,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.50%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 9 Pages
SCHEDULE 13D
CUSIP No. 22054300
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 660,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
660,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
660,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.50%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
This Amendment No. 4 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. 4 supplementally amends the initial
statement on Schedule 13D dated November 12, 1993 and all amendments thereto
(collectively, the "Initial Statement") filed by one of the Reporting Persons
(as defined herein). This Amendment No. 4 is being filed by the Reporting
Persons to report the recent disposition of Shares held for the account of
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"), the principal operating subsidiary of Quantum Fund N.V., a
Netherlands Antilles company ("Quantum Fund"), as a result of which the
percentage of Shares of which the Reporting Persons may be deemed to be the
beneficial owner has decreased by more than one percent. Capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the
Initial Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of Soros Fund Management
LLC, a Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr.
Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and together with
SFM LLC and Mr. Soros, the "Reporting Persons"). This statement relates to
Shares held for the account of Quantum Partners.
Updated information concerning the Managing Directors of SFM LLC
is attached hereto as Annex A and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares of which each of the Reporting
Persons may be deemed the beneficial owner is 660,000 Shares (approximately
7.50% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 660,000 Shares held for the account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 660,000
Shares held for the account of Quantum Partners.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5 and the transactions listed on Annex B hereto, there
have been no transactions effected with respect to the Shares since January 1,
1997, the date of the last filing on Schedule 13D relating to the Shares, by
Quantum Partners or by any of the Reporting Persons. 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, including Quantum Fund,
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, the Shares held for the account of Quantum Partners in accordance
with their ownership interests in Quantum Partners.
(e) Not applicable.
<PAGE>
Page 6 of 9 Pages
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A
to Amendment No. 3 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 as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as
Exhibit C to Amendment No. 3 to the Initial Statement and incorporated herein by
reference).
D. Joint Filing Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros and Mr. Druckenmiller (filed as Exhibit D to Amendment No. 3 to
the Initial Statement and incorporated herein by reference).
<PAGE>
Page 7 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: February 18, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 8 of 9 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
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 LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
Page 9 of 9 Pages
<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 LDC/1/ 1/3/97 SELL 14,500 4.099
1/6/97 SELL 5,500 4.352
1/10/97 SELL 12,000 4.012
1/13/97 SELL 13,800 3.976
2/11/97 SELL 50,000 4.924
2/11/97 SELL 40,900 4.916
2/11/97 SELL 5,000 4.664
2/12/97 SELL 2,000 4.601
2/13/97 SELL 15,100 4.549
2/14/97 SELL 35,000 4.392
2/14/97 SELL 3,600 4.381
2/18/97 SELL 17,600 4.098
- ------------
/1/ Transactions effected at the direction of SFM LLC.
</TABLE>
