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): February 10, 2004
Neurologix, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-13347 06-152875
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
One Bridge Plaza, Fort Lee, New Jersey 07024
(Address of principal executive offices) (Zip Code)
(201) 592-6451
(Registrant's telephone number,
including area code)
Change Technology Partners, Inc.
537 Steamboat Road
Greenwich, Connecticut 06830
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
Effective February 10, 2004, pursuant to an 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"), by and among Change Technology Partners, Inc. (the "Company" or
"CTP"), CTP/N Merger Corp., a wholly-owned subsidiary of the Company ("Merger
Sub"), and Neurologix, Inc. ("Old Neurologix"), Merger Sub was merged with and
into Old Neurologix, with Old Neurologix continuing as the surviving corporation
and becoming a wholly-owned subsidiary (the "Merger"). As a result of the
Merger, Old Neurologix changed its name to Neurologix Research, Inc.
The Company's stockholders approved the merger, as well as amendments
to the Company's certificate of incorporation, at a special meeting held on
February 9, 2004. The amendments to the Company's certificate of incorporation
(i) increased the number of authorized shares of the Company's common stock from
500,000,000 shares to 750,000,000 shares, (ii) decreased the par value of the
Company's common stock from $0.01 per share to $0.001 per share, (iii) changed
the name of the Company to "Neurologix, Inc." and (iv) increased the size of and
divided the Company's board of directors into three classes, with staggered
three-year terms for each class. As a result of the Company's name change,
effective as of the opening of trading on February 12, 2004, the Company's
common stock will be quoted on the OTC Bulletin Board under the symbol NLGX.
Pursuant to the Merger Agreement and as a result of the Merger, each
share of Old Neurologix common stock and Series B convertible preferred stock
outstanding at the effective time of the Merger was converted into the right to
receive 69.0135 shares of the Company's common stock, par value $0.001 per share
(the "Exchange Ratio"). The Exchange Ratio was determined in accordance with the
terms of the Merger Agreement and depended on the "Total CTP Existing Shares,"
the "Total Neurologix Existing Shares" and "CTP's Net Cash Assets," each as
defined in the Merger Agreement, as of the effective time of the Merger. As of
the effective time of the Merger, there were 189,504,565 Total CTP Existing
Shares and 5,813,632 Total Neurologix Existing Shares, and CTP's Net Cash Assets
equaled $7,084,731. As a result of the Merger, the Company will issue to the
former stockholders of Old Neurologix an aggregate number of shares of the
Company common stock representing approximately 68% of the total number shares
of the Company's common stock outstanding after the Merger.
The issuance of the Company's common stock under the Merger Agreement
as described above was registered under the Securities Act of 1933 pursuant to
the Company's registration statement on Form S-4 (File No. 333-110504) (the
"Registration Statement") filed with the Securities and Exchange Commission on
November 14, 2003, amended on January 8, 2004, and declared effective on January
12, 2004. A copy of the Merger Agreement is attached as appendices A and B to
the proxy statement/prospectus included in the Registration Statement and is
incorporated herein by reference.
Prior to the Merger, the Company and its consolidated subsidiary had
limited continuing operating activities. Following the Merger, the Company
intends to continue to operate the business of Old Neurologix, which is a
developer of proprietary gene therapies for treating central nervous system
disorders.
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The Company's press release dated February 11, 2004, announcing the
Merger is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5. Other Events.
The Company's press release dated February 11, 2004, announcing the
change in its ticker symbol is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
(1) The historical consolidated financial statements of Old
Neurologix, including Old Neurologix's balance sheet at
December 31, 2002 and 2001, statements of operations,
changes in stockholders' deficiency and cash flows for
each of the years ended December 31, 2002, 2001 and 2000
and the period from February 12, 1999 (date of inception)
through December 31, 2002, the notes thereto and the
report of J.H. Cohn LLP thereon were previously filed on
January 8, 2004, with the Securities and Exchange
Commission as part of Amendment No. 1 (the "Amendment")
to the Company's registration statement on Form S-4 (File
No. 333-110504) which was declared effective on January
12, 2004 and are incorporated herein by reference.
(2) The unaudited condensed financial statements of Old
Neurologix, including Old Neurologix's unaudited
condensed balance sheet at September 30, 2003, and the
unaudited condensed statements of operations, changes in
stockholders' deficiency, and cash flows for the nine
months ended September 30, 2003 and 2002 and the period
from February 12, 1999 (date of inception) through
September 30, 2003, and the notes thereto, were
previously filed as part of the Amendment and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial
statements of Old Neurologix as of and for the nine months
ended September 30, 2003 and for the year ended December 31,
2002 giving effect to the Merger in accordance with Article 11
of Regulation S-X were previously filed as part of the
Amendment and are incorporated herein by reference.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of August 13, 2003,
by and among Change Technology Partners, Inc., CTP/N Merger
Corp., and Neurologix, Inc.
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(previously filed with the Securities and Exchange Commission
as Appendix A to the Amendment and incorporated herein by
reference).
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of
November 14, 2003, by and among Change Technology Partners,
Inc., CTP/N Merger Corp., and Neurologix, Inc. (previously
filed with the Securities and Exchange Commission as Appendix
B to the Amendment and incorporated herein by reference).
99.1 Press release dated February 11, 2004.
99.2 Press release dated February 11, 2004.
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SIGNATURE
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 thereunto duly authorized.
NEUROLOGIX, INC.
By: /s/ Mark Hoffman
------------------------------------------
Name: Mark Hoffman
Title: Treasurer and Secretary
Date: February 12, 2004
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Index to Exhibits Filed with
The Current Report on Form 8-K Dated February 12, 2004
Exhibit Description
2.1 Agreement and Plan of Merger dated as of August 13, 2003, by and
among Change Technology Partners, Inc., CTP/N Merger Corp., and
Neurologix, Inc. (previously filed with the Securities and Exchange
Commission as Appendix A to the Amendment and incorporated herein
by reference)
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of
November 14, 2003, by and among Change Technology Partners, Inc.,
CTP/N Merger Corp., and Neurologix, Inc. (previously filed with the
Securities and Exchange Commission as Appendix B to the Amendment
and incorporated herein by reference)
99.1 Press Release dated February 11, 2004
99.2 Press Release dated February 11, 2004
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