-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lmy8uYdQQSuz+77pizXH4Bws+hrZGg7quuT2NEgmJAEXg2g9G/0UaZ9xVECOoTw2 S0veRD/Ow/xnx79JYikCqA== 0000921530-96-000087.txt : 19961125 0000921530-96-000087.hdr.sgml : 19961125 ACCESSION NUMBER: 0000921530-96-000087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961122 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORTEX PHARMACEUTICALS INC/DE/ CENTRAL INDEX KEY: 0000849636 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330303583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40457 FILM NUMBER: 96671303 BUSINESS ADDRESS: STREET 1: 15241 BARRANCA PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147273157 MAIL ADDRESS: STREET 2: 15241 BARRANCA PARKWAY CITY: IRVINE STATE: CA ZIP: 92718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMEND NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CORTEX PHARMACEUTICALS, INC. ----------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ------------------------------------------ (Title of Class of Securities) 22054300 ------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 18, 1996 ----------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 7 Pages Exhibit Index: Page 6 SCHEDULE 13D CUSIP No. 22054300 Page 2 of 7 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in his capacity as the sole proprietor of Soros Fund Management) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [_] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 885,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 885,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 885,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 11.40% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 7 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $0.001 par value per share (the "Shares"), of Cortex Pharmaceuticals, Inc. (the "Issuer"). This Amendment No. 2 amends the initial statement on Schedule 13D dated November 12, 1993 and Amendment No. 1 thereto dated September 5, 1996 (collectively, the "Initial Statement") filed by the Reporting Person (as defined herein). This Amendment No. 2 is being filed by the Reporting Person to report that, as a result of recent dispositions of Shares of the Issuer, the percentage of outstanding Shares held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), has decreased by more than one percent of the outstanding Shares. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Initial Statement. The Initial Statement is amended as follows: Item 5. Interest in Securities of the Issuer. (a) The aggregate number of Shares of which the Reporting Person may be deemed the beneficial owner is 885,000 Shares (approximately 11.40% of the total number of Shares outstanding). (b) Pursuant to the terms of the contract between Quantum Partners and SFM, the Reporting Person, in his capacity as sole proprietor of SFM, may be deemed to have sole power to direct the voting and disposition of the 885,000 Shares held for the account of Quantum Partners. (c) Except for the transactions listed on Annex B hereto, there have been no transactions with respect to the Shares effected since September 23, 1996 (60 days prior to the date hereof) by Quantum Partners or the Reporting Person. All of the transactions listed on Annex B were executed in routine brokerage transactions in the over-the-counter market. (d) The shareholders of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. (e) Not applicable. Item 7. Material to be Filed as Exhibits. (a) Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Mr. Sean C. Warren (filed as Exhibit A to the Initial Statement and incorporated herein by reference). (b) Purchase Agreement dated November 5, 1993, between the Issuer and Quantum Partners (filed as Exhibit B to the Initial Statement and incorporated herein by reference). (c) Power of Attorney, dated July 27, 1995, granted by Mr. George Soros in favor of Mr. Michael C. Neus. Page 4 of 7 Pages
ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF CORTEX PHARMACEUTICALS, INC. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ----------- ----------- ---------------- --------------- Quantum Partners LDC1 11/18/96 Sale 10,000 $4.125 11/18/96 Sale 90,000 4.597 11/19/96 Sale 30,000 6.5729 11/20/96 Sale 10,000 5.375 11/21/96 Sale 25,000 4.875 - ---------------- 1 Transactions effected at the direction of SFM.
Page 5 of 7 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 22, 1996 GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------- Michael C. Neus Attorney-in-Fact Page 6 of 7 Pages INDEX OF EXHIBITS EXHIBIT PAGE - ------- ---- C Power of Attorney, dated July 27, 1995, granted by Mr. George Soros in favor of Mr. Michael C. Neus. EX-24 2 EXHIBIT C - POWER OF ATTORNEY Page 7 of 7 Pages Exhibit C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint MICHAEL C. NEUS as my agent and attorney in fact for the purpose of executing in my name, in my personal capacity or in my capacity as sole proprietor of Soros Fund Management all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities and Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 27th day of July, 1995. /s/ George Soros ------------------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----