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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): APRIL 15, 1999
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COCENSYS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-20954 33-0538836
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
201 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (949) 753-6100
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ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 99.1 is a copy of a Press Release issued on behalf of
the Registrant announcing a one-for-eight reverse split of Registrant's Common
Stock effective April 15, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS. The following exhibits are attached to this Current
Report on Form 8-K:
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EXHIBIT DESCRIPTION PAGE START
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99.1 Press Release entitled "CoCenys, Inc. Announces Reverse
Stock Split" dated April 12, 1999 3
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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.
COCENSYS, INC.
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(Registrant)
Date: April 20, 1999 By: /s/ ROBERT R. HOLMEN
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Robert R. Holmen, Vice President, General
Counsel and Secretary
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EXHIBIT 99.1
Contact: F. Richard Nichol, Ph.D. Robert R. Holmen
CHAIRMAN OF THE BOARD VICE PRESIDENT & GENERAL COUNSEL
PRESIDENT & CHIEF EXECUTIVE OFFICER
Donna D. Slade
ASSISTANT DIRECTOR, INVESTOR RELATIONS/PUBLIC RELATIONS
COCENSYS, INC.
949/753-6110 or 753-6122
COCENSYS, INC. ANNOUNCES REVERSE STOCK SPLIT
IRVINE, CALIFORNIA/PR NEWSWIRE/APRIL 12, 1999 - CoCensys, Inc. (Nasdaq: COCN)
announced today that the Company's Board of Directors has approved a
one-for-eight reverse split of the Company's Common Stock effective April 15,
1999. The stockholders previously approved this reverse split at a special
meeting of stockholders held on January 27, 1999.
All holders of Common Stock will receive a new share of Common Stock for every
eight shares of Common Stock held as of the effective date. The trading symbol
for CoCensys will be COCND for the first twenty trading days after the reverse
split takes effect. After the reverse split, CoCensys will have approximately
4.3 million shares of Common Stock outstanding. Registered stockholders as of
the close of trading on the effective date will receive written notice regarding
the procedure for exchanging their certificates.
"The Board of Directors and stockholders approving the reverse stock split
recognize the importance of trading on the Nasdaq Stock Market," said F. Richard
Nichol, Ph.D., Chairman of the Board, President and Chief Executive Officer. As
previously reported, CoCensys faces the possible delisting of its stock from the
Nasdaq National Market based on lack of compliance with Nasdaq's minimum bid
price requirement of $1.00 per share. Nasdaq has scheduled a hearing for April
29, 1999, to consider the continued listing of CoCensys common stock.
CoCensys is a biopharmaceutical company that discovers and develops products for
the treatment of neurological and psychiatric disorders. The Company's product
development programs focus on novel small molecule compounds for the treatment
of epilepsy, anxiety, Parkinson's and other neurodegenerative diseases,
neuropathic pain, migraine, insomnia and stroke. CoCensys has development
programs with the Wyeth-Ayerst Laboratories Division of American Home Products
Corporation to develop analogs of naturally-occurring neuroactive compounds,
"epalons," for the treatment of anxiety, with Parke-Davis Pharmaceutical
Division of Warner-Lambert Company to identify and develop subtype-selective
NMDA receptor antagonists for the treatment of a variety of neurological and
psychiatric diseases, and with Senju Pharmaceutical and Parke-Davis for the
exploration of ophthalmic indications of
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CoCensys' glutamate receptor antagonist compounds . More information about the
Company is available on its web site: http://www.cocensys.com.
This press release includes forward looking statements that involve a high
degree of financial, technological, regulatory and competitive risks and
uncertainties inherent to early stage biopharmaceutical companies. Those forward
looking statements include the actions that Nasdaq may take with respect to
investigation of trading, trading in and the listing of CoCensys common stock.
Actual results may differ due to a number of factors, including the following:
Nasdaq rules, regulations and procedures may vary or be interpreted differently
in the future; no assurances can be made that the minimum bid price for the
Company's common stock will reach or exceed $1.00 per share or that the Company
will continue to meet all other requirements to maintain listing of its common
stock on the Nasdaq National Market; and such other factors as discussed in the
Company's most recent Form 10-K and Form 10-Q.
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