SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
July 1, 2002
CORTEX PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17951 33-0303583
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(State or other jurisdiction of (Commission File Number) (I.R.S Employer Identification No.)
incorporation)
15241 Barranca Parkway
Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 727-3157
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N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
Attached to this report as Exhibit 99.1 is the press release issued by
Cortex Pharmaceuticals, Inc. dated July 1, 2002 relating to Shire
Pharmaceuticals Group plc's election not to exercise its option to develop
certain of Cortex's technology and compounds for the treatment of Attention
Deficit Hyperactivity Disorder, which press release is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description Exhibit
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Number
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Press Release dated July 1, 2002 99.1
Transcript of conference call held July 1, 2002 at 1:30 p.m., Pacific Daylight
Time. 99.2
Item 9. Regulation FD Disclosure.
The information provided in connection with Item 9 of this report is
being furnished pursuant to Regulation FD of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). In accordance with General Instruction
B.2 of Form 8-K, the information provided in connection with Item 9 of this
report shall not be deemed to be "filed" for purposes of the Exchange Act, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended. The furnishing of the information set forth in
connection with Item 9 of this report is not intended to, and does not,
constitute a determination or admission as to the materiality or completeness of
such information.
Cortex Pharmaceuticals, Inc. held a conference call on Monday, July 1,
2002, at 1:30 p.m., Pacific Daylight Time to discuss issues and answer questions
regarding Shire Pharmaceuticals Group plc's election not to exercise its option
to develop certain of Cortex's technology and compounds for the treatment of
Attention Deficit Hyperactivity Disorder. A copy of the transcript from this
conference call is attached to this report as Exhibit 99.2 and is incorporated
herein by reference. An audio replay of the conference call will be available
through July 12, 2002 by calling (800) 642-1687 or (706) 645-9291.
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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.
CORTEX PHARMACEUTICALS, INC.
Date: July 2, 2002 By: /s/ Maria S. Messinger
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Maria S. Messinger
Vice President, Chief Financial Officer
and Corporate Secretary
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
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99.1 Press Release dated July 1, 2002 5
99.2 Transcript of conference call held July 1, 2002 at 1:30 p.m., 8
Pacific Daylight Time.
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