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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
JANUARY 21, 1999
CAMBRIDGE NEUROSCIENCE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19193 13-3319074
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MA 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 225-0600
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Total Number of Pages 5.
Exhibit Index at Page 4.
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ITEM 5 - OTHER EVENTS
On January 21, 1999, Cambridge NeuroScience, Inc. (the "Company") issued a
news release announcing that its common stock would be delisted from the Nasdaq
National Market, effective at the close of business on January 21, 1999, and
that its common stock would begin trading on the OTC Bulletin Board effective
January 22, 1999. The information contained in this news release is
incorporated herein by reference and filed as exhibit 99.91 hereto.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.91 The Company's News Release dated January 21, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAMBRIDGE NEUROSCIENCE, INC.
Date: January 22, 1999 /s/ Harry W. Wilcox, III
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Harry W. Wilcox, III
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Sequential
Number Description
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99.91 The Company's News Release dated January 21, 1999.
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Contact:
Harry W. Wilcox Theresa McNeely
President and C.E.O. Director
Cambridge NeuroScience, Inc. Feinstein Kean Partners Inc.
(617) 225-0600 ext. 119 (617) 577-8110
FOR IMMEDIATE RELEASE
CAMBRIDGE NEUROSCIENCE ANNOUNCES NASDAQ DELISTING
- COMPANY TO BE LISTED ON OTC BULLETIN BOARD -
CAMBRIDGE, MASSACHUSETTS, JANUARY 21, 1999- Cambridge NeuroScience, Inc.
(Nasdaq: CNSI) announced that the Nasdaq Stock Market (Nasdaq) today notified
the Company that its common stock would be delisted from the Nasdaq National
Market effective at the close of business January 21, 1999, for failing to meet
the minimum bid price requirements set forth in NASD Marketplace Rules.
Effective January 22, 1999, the Company's common stock will be listed on the OTC
Bulletin Board under the symbol "CNSI". The OTC Bulletin Board is a regulated
quotation service that displays real-time quotes and last-sale price and volume
information in over-the-counter (OTC) equity securities. An OTC equity security
generally is any equity that is not listed or traded on Nasdaq or other national
securities exchange. Information about the OTC Bulletin Board is available on
the internet at http://www.otcbb.com.
On June 29, 1998 Nasdaq notified the Company that it was not in compliance with
Nasdaq's $1.00 minimum bid price requirement, and that the Company was being
provided 90 days to regain compliance. The Company did not meet this
requirement, and attended a hearing on November 12, 1998 to request a stay of
delisting.
Cambridge NeuroScience is a neuroscience company engaged in the discovery and
development of proprietary pharmaceuticals focusing on nerve cell survival and
function. The Company is developing products to treat stroke and chronic
neurodegenerative disorders such as multiple sclerosis, peripheral neuropathies
and other degenerative diseases.
This news release may contain forward-looking statements based on the current
expectations of management. There are certain important factors that could
cause results to differ from those anticipated by the statements made above,
including, but not limited to: the Company's ability to continue operations and
achieve profitability; the early stage of development of the Company's product
candidates; the Company's reliance on current and prospective collaborative
partners to supply funds for research, development and commercialization;
technical risks associated with the development of new products; and the
competitive environment of the biotechnology and pharmaceutical industries.
