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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 8, 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 that Nasdaq had halted trading of Registrant's common
stock on the Nasdaq National Market pending receipt and review of certain
information.
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:
Sequential
Exhibit Description Page Start
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99.1 Press Release entitled "Nasdaq Halts Trading" 3
dated April 9, 1999
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.
(Registrant)
Date: April 9, 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
NASDAQ HALTS TRADING
IRVINE, CALIFORNIA/PR NEWSWIRE/APRIL 9, 1999 - The Nasdaq Stock Market Inc.
has halted trading in CoCensys, Inc. (Nasdaq: COCN) common stock pending
receipt and review of information. CoCensys is working closely with Nasdaq
to expedite resolution of the review and allow resumption of trading.
"We recognize that the trading halt represents an inconvenience to CoCensys
stockholders. However, the integrity of our trading market is extremely
important to CoCensys, its stockholders and Nasdaq," reported F. Richard Nichol,
Ph.D., Chairman of the Board, President and Chief Executive Officer of CoCensys.
"We intend to cooperate fully with Nasdaq's review and work to allow trading in
our stock to resume without unnecessary delay," Dr. Nichol added.
Robert R. Holmen, CoCensys' Vice President & General Counsel, added "We notified
Nasdaq last week of our concern regarding recent trading activity in CoCensys
common stock. CoCensys has provided Nasdaq all information so far requested, and
will continue to provide promptly additional information if and when requested
by Nasdaq. Nasdaq has not provided a time frame in which it will complete its
review."
As previously reported, CoCensys also 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 does not believe that Nasdaq's action to halt trading is related to the
April 29, 1999 hearing.
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
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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 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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