UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Neurologix, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value $0.001
--------------------------------------------------------------------------------
(Title of Class of Securities)
64125U109
--------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Martin J. Kaplitt, M.D. Alan Wovsaniker, Esq.
c/o Neurologix, Inc. Lowenstein Sandler PC
One Bridge Plaza 65 Livingston Avenue
Suite 695 Roseland, New Jersey 07068
Fort Lee, New Jersey 07024 (973) 597-2564
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2004
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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
disclosures 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).
Cusip No. 64125U109
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Martin J. Kaplitt, M.D.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions): OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 60,325,064*
----------------------------------------
Shares Beneficially 8. Shared Voting Power: *
----------------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 60,325,064*
----------------------------------------
Person With 10. Shared Dispositive Power: *
----------------------------------------
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
60,325,064*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
Not Applicable
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 10.7%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Pursuant to the Agreement and Plan of Merger dated as of August 13, 2003, and
amended by Amendment No. 1 to the Agreement and Plan of Merger dated as of
November 14, 2003, Martin J. Kaplitt, M.D. received 2,434,796 (0.4%) shares
through his Keogh-Profit Sharing Plan and Dr. Kaplitt individually received
57,890,268 (10.3%) shares of the common stock, par value $0.001 per share (the
"Common Stock"), of Neurologix, Inc., a Delaware corporation (the "Issuer"). Of
the 57,890,268 shares held by Dr. Kaplitt individually, 57,453,739 (10.2%) are
held by Dr. Kaplitt in the name of Zenith Partners. Dr. Kaplitt holds and is
deemed to beneficially own 60,325,064 shares, or 10.7%, of the shares of Common
Stock deemed issued and outstanding of the Issuer as of February 10, 2004.
-2-
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Schedule 13D
relates is the Common Stock par value $0.001 (the "Common Stock") of Neurologix,
Inc. (the "Issuer"), a Delaware corporation. The principal executive offices of
the Issuer are located at One Bridge Plaza, Suite 695, Fort Lee, New Jersey
07024.
Item 2. Identity and Background.
-----------------------
Martin J. Kaplitt, M.D. has his business address at One Bridge
Plaza, Suite 695, Fort Lee, New Jersey 07024. Dr. Kaplitt is a director and the
President of the Issuer, and is a United States citizen.
Dr. Kaplitt has never been convicted in any criminal
proceeding, nor has he been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
No funds were used by Dr. Kaplitt to purchase the 60,325,064
shares of the Issuer's Common Stock.
Item 4. Purpose of Transaction.
----------------------
Dr. Kaplitt acquired the 60,325,064 shares of the Issuer's
Commons Stock pursuant to the Agreement and Plan of Merger dated as of August
13, 2003, and amended by Amendment No. 1 to Agreement and Plan of Merger dated
as of November 14, 2003 (as amended, the "Merger Agreement") attached hereto as
Exhibit 1, and the Voting Agreement, dated as of August 13, 2003, and attached
hereto as Exhibit 2 by and between CTP/N Merger Corp., a Delaware corporation,
and a wholly-owned subsidiary of the Issuer, and Neurologix Research, Inc.
(formerly known as Neurologix, Inc.), a Delaware corporation. Dr. Kaplitt agreed
to convert his shares of Neurologix Research, Inc. into shares of the Common
Stock of the Issuer after the closing of the merger at an exchange ratio agreed
upon in the Merger Agreement.
Item 5. Interest in Securities of the Issuer.
------------------------------------
As of February 10, 2004, the Issuer had 562,712,525 shares of
Common Stock issued and outstanding. As of February 10, 2004, Dr. Kaplitt owned
2,434,796 (0.4%) of such shares of Common Stock through his Keogh-Profit Sharing
Plan, Dr. Kaplitt owned 57,890,268 (10.3%) of such shares of Common Stock
individually, of which 57,453,739 shares were held in the name of Zenith
Partners. Zenith Partners is a family partnership of which Dr. Kaplitt is the
sole partner. Zenith Partners is not a legal entity. Dr. Kaplitt is deemed to be
the beneficial owner of 60,325,064 shares, or 10.7% of the outstanding shares of
Common Stock of the Issuer and has the sole power to vote and dispose of such
shares.
-3-
During the sixty days prior to February 10, 2004, the only
transaction in the Common Stock was Dr. Kaplitt's conversion of his shares of
Neurologix Research, Inc. common stock into shares of the Common Stock of the
Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
--------------------------------------------------------------
No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Issuer between Dr.
Kaplitt and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Agreement and Plan of Merger dated as of August 13,
2003, and amended by Amendment No. 1 to Agreement and Plan of Merger dated as of
November 14, 2003 (incorporated by reference from Exhibit 2.1 of the Form S-4
filed by the Issuer on November 14, 2003, File number 333-110504).
Exhibit 2 Voting Agreement dated as of August 13, 2003
(incorporated by reference from Exhibit 10.1 of the Form S-4 filed by the Issuer
on November 14, 2003, File number 333-110504).
-4-
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.
February 19, 2004
/s/ Dr. Martin J. Kaplitt
-------------------------
Dr. Martin J. Kaplitt
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
-5-