-----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, ERPfyp5XSfcc0X9uG1E0yTpkY3J4aczNSqvUJ8OhZbAsUfenSEYX2itTZxer7JVF o5geCOBMGAAZriXQrfukTg== 0000929638-08-000408.txt : 20080725 0000929638-08-000408.hdr.sgml : 20080725 20080725144652 ACCESSION NUMBER: 0000929638-08-000408 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080725 DATE AS OF CHANGE: 20080725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMORY PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0001062216 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80464 FILM NUMBER: 08970622 BUSINESS ADDRESS: STREET 1: 100 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2018027100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stanley Medical Research Institute CENTRAL INDEX KEY: 0001440687 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8401 CONNECTICUT AVENUE STREET 2: SUITE 200 CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 301-571-0760 MAIL ADDRESS: STREET 1: 8401 CONNECTICUT AVENUE STREET 2: SUITE 200 CITY: CHEVY CHASE STATE: MD ZIP: 20815 SC 13G 1 mempharm13g22july08.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

                                                                                     

MEMORY PHARMACEUTICALS CORP.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

 

58606R403

(CUSIP Number)

 

June 24, 2008

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

The information required in 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 (the "Act") or otherwise subject to the liabilities of that section of the act but shall be subject to all other provisions of the Act.

 

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

The Stanley Medical Research Institute

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         o

3

SEC Use Only

4

Citizenship or Place of Organization.

U.S.A.

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

5,534,668 (1)

6  Shared Voting Power

0

7  Sole Dispositive Power

5,534,668 (1)

8  Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,534,668 (1)

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

11

Percent of Class Represented by Amount in Row (9)

7.1% (1)

 

12

Type of Reporting Person (See Instructions)

OO

 

 

(1) This number includes warrants held by the reporting person to purchase 154, 128 shares of common stock of the Issuer. The warrants are immediately exercisable.

 

Item 1.

(a)

Name of Issuer

 

Memory Pharmaceuticals Corp.

 

(b)

Address of Issuers Principal Executive Offices

 

100 Philips Parkway, Montvale, NJ 07645

 

Item 2.

(a)

Name of Person Filing

 

The Stanley Medical Research Institute (the "Company"), a nonprofit organization, with respect to shares of Common Stock (as defined in Item 2(d) below) directly owned by it.

 

(b)

Address of Principal Business Office or, if none, Residence

 

8401 Connecticut Avenue
Suite 200

Chevy Chase, MD 20815

 

(c)

Citizenship

 

U.S.A.

(d)

Title of Class of Securities

 

Common Stock, $0.001 par value (the "Common Stock")

 

(e)

CUSIP Number

 

58606R403

Item 3.

If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with 240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

(a) Amount beneficially owned: 5,534,668 (2)

 

(b) Percent of class: 7.1% (2)

 

(c) Number of shares as to which such person has:

 

(i) Sole power to vote or direct the vote:  5,534,668 (2)

 

(ii) Shared power to vote or direct the vote:  0

 

(iii) Sole power to dispose or direct the disposition:  5,534,668 (2)

 

(iv) Shared power to dispose or direct the disposition:  0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Each of the Reporting Persons hereby makes the following certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

(2) See Footnote #1 above.

 

 

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.

 

July 25, 2008

 

 

 

The Stanley Medical Research Institute

 

 

By: /s/ Michael Knable

Name: Dr. Michael Knable

Title: Associate Director of Drug Development

 

 

 

 

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