CAMBRIDGE NEUROSCIENCE INC
10-C, 1996-09-09
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
FORM 10-C

SECURITIES AND EXCHANGES COMMISSION
WASHINGTON, DC  20549

REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTER-DEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULES 13a-17 AND 15d-17 THEREUNDER

CAMBRIDGE NEUROSCIENCE, INC.
(Exact Name of Issuer as Specified in Charter)

ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MA  02139
(Address of Principal Executive Offices)

(617) 225-0600
(Issuer's Telephone Number, Including Area Code)

I.   CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.  Title of security                                       COMMON STOCK
2.  Number of shares outstanding before the change          13,573,411
3.  Number of shares outstanding after the change           14,811,035
4.  Effective date of change                                SEPTEMBER 6, 1996
5.  Method of change
 Specify method (such as merger, acquisition, exchange, distribution, stock
 split, reverse split, acquisition of stock for treasury, etc.)
 Give brief description of transaction       SALE OF 1,237,624 SHARES OF COMMON
                                              STOCK AT $8.08 PER SHARE.

II.  CHANGE IN NAME OF ISSUER

1.  Name prior to change                                    N/A
2.  Name after change                                       N/A
3.  Effective date of charter amendment changing name       N/A
4.  Date of shareholder approval of change, if required     N/A

Date  September 6, 1996                     /s/ Harry W. Wilcox III
     -------------------------               --------------------------------
                                             Senior V.P. Finance and Business
                                              Development


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