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As Filed With the Securities and Exchange Commission on July 8, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
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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 (I.R.S. Employer Identification No.)
incorporation or organization)
15241 Barranca Parkway, Irvine, California 92618
(Address of Principal Executive Offices)
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1996 STOCK INCENTIVE 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)
(949) 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
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Proposed Maximum Proposed Maximum
Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
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Common Stock, 1,056,451 $0.93 $982,499 $273
$.001 par value shares
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(1) 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 high and low bids reported on the system of the National
Association of Securities Dealers, Inc., known as the OTC Bulletin Board,
for the Common Stock on July 2, 1999, which was $0.93 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the Cortex Pharmaceuticals, Inc. (the
"Company") 1996 Stock Incentive Plan (the "Plan"). The Plan provides for an
automatic increase in the number of shares which may be issued under the Plan
effective on the last day of each fiscal year (June 30). Such increase is equal
to twenty percent (20%) of the increase in the number of shares of Common Stock
outstanding since the last day of the previous fiscal year. Based on an
increase in the Company's Common Stock outstanding of 5,282,256 shares since
June 30, 1998, the Plan is being amended to make available for grant an
additional 1,056,451 shares of Common Stock. Initially, an aggregate of
2,402,319 shares of Common Stock were available for grant or award under the
Plan, and such 2,402,319 shares were registered on this form on January 31,
1997. This registration statement covers the current increase of 1,056,451
shares of Common Stock issuable under the Plan, bringing the total number of
authorized shares to 3,458,770.
Item 3. Incorporation of Documents by Reference.
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The following document is incorporated herein by reference:
(a) The contents of the Registrant's Registration Statement on Form
S-8 (Registration No. 333-20777).
Item 8. Exhibits.
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5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Ernst and Young LLP, independent auditors.
24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 of
the Company's Registration Statement on Form S-8 filed January
31, 1997).
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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 7th day of July,
1999.
CORTEX PHARMACEUTICALS, INC.
By: /s/ Vincent F. Simmon, Ph.D.
-----------------------------
Vincent F. Simmon, Ph.D.
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vincent F. Simmon, Ph.D.
- --------------------------------- President, Chief Executive July 7, 1999
Vincent F. Simmon, Ph.D. Officer (principal executive
officer), Acting Chief Financial
Officer (principal financial and
accounting officer), Corporate
Secretary and Director
/s/ Robert F. Allnutt * Director July 7, 1999
- ------------------------------
Robert F. Allnutt
/s/ Carl W. Cotman, Ph.D. *
- ------------------------------ Director July 7, 1999
Carl W. Cotman, Ph.D.
/s/ Michael G. Grey *
- ------------------------------ Director July 7, 1999
Michael G. Grey
/s/ Davis L. Temple, Jr., Ph.D. * Director July 7, 1999
- ------------------------------
Davis L. Temple, Jr., Ph.D.
*By: /s/ Vincent F. Simmon, Ph.D.
----------------------------
Vincent F. Simmon, Ph.D.,
as Attorney-In-Fact
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Ernst and Young LLP, independent auditors.
24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 of
the Company's Registration Statement on Form S-8 filed January
31, 1997).
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<TABLE>
<S> <C>
STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION SAN FRANCISCO OFFICE
ATTORNEYS AT LAW 44 MONTGOMERY STREET,
660 NEWPORT CENTER DRIVE, SUITE 1600 SUITE 2950
NEWPORT BEACH, CALIFORNIA 92660-6441 SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE (949) 725-4000 TELEPHONE (415) 765-9180
FACSIMILE (949) 725-4100 FACSIMILE (415) 765-9187
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July 8, 1999
Cortex Pharmaceuticals, Inc.
15241 Barranca Parkway
Irvine, California 92618
Re: Registration Statement on Form S-8
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 additional 1,056,451 shares of the Company's common stock,
$.001 par value ("Common Stock"), issuable under the Company's 1996 Stock
Incentive 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.
Based on the foregoing, it is our opinion that the 1,056,451 shares of
Common Stock to be issued under the Plan against full payment in accordance with
the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Stock Incentive Plan of Cortex
Pharmaceuticals, Inc. of our report dated July 17, 1998 with respect to the
financial statements of Cortex Pharmaceuticals, Inc. included in its Annual
Report (Form 10-KSB) for the year ended June 30, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
July 6, 1999
