SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
CoCensys, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, $.001 par value
_________________________________________________________________
(Title of Class of Securities)
0001912631
_________________________________________________________________
(CUSIP Number)
Kathleen K. Schoemaker John C. MacMurray, Esq.
Domain Associates Reboul, MacMurray, Hewitt,
One Palmer Square Maynard & Kristol
Princeton, New Jersey 08542 45 Rockefeller Plaza
Tel. (609) 683-5656 New York, New York 10111
Tel. (212) 841-5700
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 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 [ ].
<PAGE>
<PAGE 2>
_________________________________________________________________
1) Name of Reporting Person Domain Associates
S.S. or I.R.S. Identification
No. of Above Person
_________________________________________________________________
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds Not Applicable
_________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place
of Organization New Jersey
_________________________________________________________________
Number of 7) Sole Voting 689 shares of
Shares Beneficially Power Common Stock,
Owned by Each $.001 par value
Reporting Person: ("Common Stock")
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 689 shares of
tive Power Common Stock
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
11) Aggregate Amount Beneficially 689 shares of
Owned by Each Reporting Person Common Stock
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
<PAGE 3>
13) Percent of Class
Represented by less than 0.1%
Amount in Row (11)
________________________________________________________________
14) Type of Reporting
Person PN
________________________________________________________________
1) Name of Reporting Person Domain Partners
S.S. or I.R.S. Identification II, L.P.
No. of Above Person
________________________________________________________________
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds Not Applicable
________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
________________________________________________________________
6) Citizenship or Place
of Organization Delaware
________________________________________________________________
Number of 7) Sole Voting 18,923 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person: exercise of
warrants)
_______________________________________
8) Shared Voting
Power -0-
_______________________________________
9) Sole Disposi- 18,923 shares of
tive Power Common Stock
(issuable upon
exercise of
warrants)
_______________________________________
10) Shared Dis-
positive Power -0-
_______________________________________
11) Aggregate Amount Beneficially 18,923 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
exercise of
warrants)
________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
<PAGE 4>
________________________________________________________________
13) Percent of Class
Represented by less than 0.1%
Amount in Row (11)
________________________________________________________________
14) Type of Reporting
Person PN
________________________________________________________________
(1) Name of Reporting Person Domain Partners
S.S. or I.R.S. Identification III, L.P.
No. of Above Person
________________________________________________________________
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds Not Applicable
________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
________________________________________________________________
6) Citizenship or Place
of Organization Delaware
________________________________________________________________
Number of 7) Sole Voting 1,184,616 shares of
Shares Beneficially Power Common Stock,
Owned by Each (includes 338,462
Reporting Person: shares issuable upon
exercise of
warrants)
_______________________________________
8) Shared Voting
Power -0-
_________________________________________________________________
9) Sole Disposi- 1,184,616 shares of
tive Power Common Stock
(includes 338,462
shares issuable upon
exercise of
warrants)
_______________________________________
10) Shared Dis-
positive Power -0-
_______________________________________
11) Aggregate Amount Beneficially 1,184,616 shares of
Owned by Each Reporting Person Common Stock
(includes 338,462
shares issuable upon
exercise of
warrants)
<PAGE 5>
________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
________________________________________________________________
13) Percent of Class
Represented by 5.2%
Amount in Row (11)
________________________________________________________________
14) Type of Reporting
Person PN
________________________________________________________________
1) Name of Reporting Person DP III
S.S. or I.R.S. Identification Associates, L.P.
No. of Above Person
________________________________________________________________
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds Not Applicable
________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
________________________________________________________________
6) Citizenship or Place
of Organization Delaware
_______________________________________
Number of 7) Sole Voting 41,461 shares of
Shares Beneficially Power Common Stock,
Owned by Each (includes 11,846
Reporting Person: shares issuable upon
exercise of
warrants)
_______________________________________
8) Shared Voting
Power -0-
_______________________________________
9) Sole Disposi- 41,461 shares of
tive Power Common Stock
(includes 11,846
shares issuable upon
exercise of
warrants)
_______________________________________
10) Shared Dis-
positive Power -0-
_______________________________________
11) Aggregate Amount Beneficially 41,461 shares of
Owned by Each Reporting Person Common Stock
<PAGE 6>
(includes 11,846
shares issuable upon
exercise of
warrants)
_______________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
________________________________________________________________
13) Percent of Class
Represented by 0.2%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN<PAGE>
<PAGE 7>
Amendment No. 3 to Schedule 13D
_______________________________
Reference is hereby made to the statement on Schedule
13D originally filed with the Securities and Exchange Commission
on July 5, 1994, Amendment No. 1 thereto filed on July 17, 1995
and Amendment No. 2 thereto filed on September 19, 1995 (as so
amended, the "Schedule 13D").
Item 1. Security and Issuer.
___________________
This statement relates to the Common Stock, $.001 par
value (the "Common Stock"), of CoCensys, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 213 Technology Drive, Irvine,
California 92718.
Item 2. Identity and Background.
_______________________
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation
13D-G of the General Rules and Regulations under the Securities
Act of 1934, as amended (the "Act"), the undersigned hereby file
this Schedule 13D on behalf of Domain Associates, a New Jersey
general partnership ("DA"), Domain Partners II, L.P., a Delaware
limited partnership ("DP II"), Domain Partners III, L.P., a
Delaware limited partnership ("DP III") and DP III Associates,
L.P., a Delaware limited partnership ("DP III A"). DA, DP II, DP
III and DPA are sometimes hereinafter referred to as the
"Reporting Persons". The Reporting Persons are making this
single joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act.
DA
__
(b)-(c) DA is a New Jersey general partnership. The
principal business of DA is that of an investment manager. DA's
principal business and principal office address is One Palmer
Square, Princeton, New Jersey 08542. The general partners of DA
are citizens of the United States and their respective principal
business addresses and principal occupations are as follows:
General Partners Address Occupation
________________ _______ __________
James C. Blair Domain Associates General Partner,
One Palmer Square DA, OPSA II &
Princeton, NJ 08542 OPSA III
Brian H. Dovey Domain Associates General Partner,
One Palmer Square DA, OPSA II &
<PAGE 8>
Princeton, NJ 08542 OPSA III
Richard S. Schneider Domain Associates General Partner,
One Palmer Square DA, OPSA II &
Princeton, NJ 08542 OPSA III
Jesse I. Treu Domain Associates General Partner,
One Palmer Square DA, OPSA II &
Princeton, NJ 08542 OPSA III
Kathleen K. Schoemaker Domain Associates General Partner,
One Palmer Square DA & OPSA III
Princeton, NJ 08542
DP II
_____
(b)-(c) DP II is a Delaware limited partnership. The
principal business of DP II is that of a private investment
partnership. DP II's principal business and principal office
address is One Palmer Square, Princeton, New Jersey 08542. The
sole general partner of DP II is One Palmer Square Associates II,
L.P., a Delaware limited partnership ("OPSA II"). OPSA II is a
Delaware limited partnership. The principal business of OPSA II
is that of acting as the general partner of DP II. OPSA II's
principal business and principal office address is One Palmer
Square, Princeton, New Jersey 08542. The general partners of
OPSA II are citizens of the United States and their respective
names, principal business addresses and principal occupations are
as set forth above under the description of DA.
DP III
______
(b)-(c) DP III is a Delaware limited partnership.
The principal business of DP III is that of a private investment
partnership. DP III's principal business and principal office
address is One Palmer Square, Princeton, New Jersey 08542. The
sole general partner of DP III is One Palmer Square Associates
III, L.P., a Delaware limited partnership ("OPSA III"). OPSA III
is a Delaware limited partnership. The principal business of
OPSA III is that of acting as the general partner of DP III and
DP III A. OPSA III's principal business and principal office
address is One Palmer Square, Princeton, New Jersey 08542. The
general partners of OPSA III are citizens of the United States
and their respective names, principal business addresses and
principal occupations are as set forth above under the
description of DA.
DP III A
________
(b)-(c) DP III A is a Delaware limited partnership.
<PAGE 9>
The principal business of DP III A is that of a private
investment partnership. DP III A's principal business and
principal office address is One Palmer Square, Princeton, New
Jersey 08542. The sole general partner of DP III A is OPSA III,
which is described above.
(d) None of the entities or persons identified in this
Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the entities or persons identified in this
Item 2 has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
__________________________________________________
On June 7, 1995 DP II, DP III and DP III A acquired,
respectively, 47,308, 846,154 and 29,615 shares of Common Stock
and, respectively, 18,923, 338,462 and 11,846 Warrants to
Purchase Common Stock ("Warrants") in a private financing by the
Issuer. The purchase price per share of Common Stock was $3.01
and the purchase price per Warrant was $.60. Each Warrant
entitles its holder to purchase one share of Common Stock. From
June 7, 1995 until June 6, 1997 the exercise price per Warrant is
$3.90; from June 7, 1997 until June 6, 1998 the exercise price
per Warrant is $4.20; and from June 7, 1998 until June 6, 2000
the exercise price per Warrant is $4.40. The Warrants expire on
June 7, 2000. The sources of funds for the acquisitions were DP
II's, DP III's and DP III A's funds available for investment.
On June 30, 1994 486,971 shares of Common Stock were
acquired by DP II pursuant to an Amended and Restated Purchase
Option Agreement By and Between CoCensys and Acea
Pharmaceuticals, Inc., dated October 1, 1992 (the "Purchase
Option Agreement"). A copy of the Purchase Option Agreement was
filed as Exhibit A to the original Schedule 13D, and any
description thereof is qualified in its entirety by reference
thereto. Pursuant to the Purchase Option Agreement, Acea
Pharmaceuticals, Inc., a California corporation ("Acea") granted
to the Issuer an option to purchase all of the outstanding
capital stock of Acea in exchange for shares of the Issuer's
Common Stock. DP II, as a shareholder of Acea, received the
486,971 shares of the Issuer's Common Stock in exchange for
166,000 shares of Acea's Series B Preferred Stock and 25,818
shares of Acea's common stock.
<PAGE 10>
Item 4. Purpose of Transaction.
______________________
The purpose of the June 7, 1995 transaction was for DP
III and DP III A to invest in the Issuer, and for DP II to
increase its investment in the Issuer.
The purpose of the June 30, 1994 transaction was to
permit the Issuer to exercise its Purchase Option with respect to
Acea pursuant to the terms of the Purchase Option Agreement.
Item 5. Interest in Securities of the Issuer.
_____________________________________
The following information is based on a total of
22,661,489 shares of Common Stock outstanding as of July 31,
1997, as reported in the Issuer's most recent quarterly filing on
Form 10-Q. Calculations with respect to DP II give effect to the
exercise of 18,923 presently-exercisable Warrants; calculations
with respect to DP III give effect to the exercise of 338,462
presently-exercisable Warrants; and calculations with respect to
DP III A give effect to the exercise of 11,846 presently-
exercisable Warrants.
(a)
DA
__
DA owns 689 shares of Common Stock, or less than 0.1%
of the Common Stock outstanding.
DP II
_____
DP II owns 18,923 shares of Common Stock, or less than
0.1% of the Common Stock outstanding. OPSA II, as the
general partner of DP II, may be deemed to beneficially own
the shares of Common Stock owned by DP II.
DP III
______
DP III owns an aggregate 1,184,616 shares of Common
Stock, or approximately 5.2% of the Common Stock
outstanding. OPSA III, as the general partner of DP III,
may be deemed to beneficially own the shares of Common Stock
owned by DP III.
DP III A
________
<PAGE 11>
DP III A owns an aggregate 41,461 shares of Common
Stock, or approximately 0.2% of the Common Stock
outstanding. OPSA III, as the general partner of DP III A,
may be deemed to beneficially own the shares of Common Stock
owned by DP III A.
General Partners of DA, OPSA III and OPSA III
_____________________________________________
(i) James C. Blair owns 15,275 shares of Common Stock,
or less than 0.1% of the Common Stock outstanding.
(ii) Richard S. Schneider owns 6,763 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding.
(iii) Brian H. Dovey owns 18,214 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding.
(iv) Jesse I. Treu owns 3,800 shares of Common Stock,
or less than 0.1% of the Common Stock outstanding.
(v) Kathleen K. Schoemaker owns 400 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding.
(b) The general partners of DA, OPSA II and OPSA III
may be deemed to share the power to vote or direct the voting of
and to dispose or to direct the disposition of the shares of
Common Stock owned by DA, DP II, DP III and DP III A. Each of
the general partners of DA, OPSA II and OPSA III disclaims
beneficial ownership of all shares of Common Stock other than the
shares of Common Stock he or she owns directly, if any, or by
virtue of his or her indirect pro rata interest, as a partner of
DA, OPSA II and/or OPSA III, as the case may be, in the Common
Stock owned by DA, DP II, DP III and DP III A.
(c) On October 15, 1997 DP II distributed 1,138,212
shares of Common Stock to its partners.
(d) Except as described in this statement, no person
has the power to direct the receipt of dividends on, or the
proceeds from sales of, the shares of Common Stock owned by DA,
DP II, DP III or DPA.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
________________________________________
In connection with the June 7, 1995 acquisition the
Issuer undertook to file with the Securities and Exchange
Commission a Registration Statement covering the Common Stock
<PAGE 12>
(including the shares of Common Stock underlying the Warrants)
acquired in such transaction.
In connection with the June 30, 1994 acquisition the
Issuer agreed to enter into a Registration Rights Agreement
granting registration rights to the shareholders of Acea with
respect to the Common Stock such shareholders acquired in
exchange for their shares of Acea stock.
Item 7. Material to be Filed as Exhibits.
________________________________
Not Applicable
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: October 22, 1997 DOMAIN ASSOCIATES
_____________________________
By: /s/ Kathleen K. Schoemaker
_________________________
General Partner
DOMAIN PARTNERS II, L.P.
By: One Palmer Square
Associates II, L.P.,
General Partner
By: /s/ Kathleen K. Schoemaker
________________________
Attorney-in-Fact
DOMAIN PARTNERS III, L.P.
By: One Palmer Square
Associates III, L.P.,
General Partner
By: /s/ Kathleen K. Schoemaker
________________________
General Partner
DP III ASSOCIATES, L.P.
By: One Palmer Square
Associates III, L.P.,
General Partner
By: /s/ Kathleen K. Schoemaker
________________________
General Partner
