UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Neurologix, Inc.
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(Name of Issuer)
Common Stock Par Value $0.001
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(Title of Class of Securities)
64125U109
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(CUSIP Number)
with a copy to:
Palisade Private Partnership, L.P. Alan Wovsaniker, Esq.
One Bridge Plaza Lowenstein Sandler PC
Suite 695 65 Livingston Avenue
Fort Lee, New Jersey 07024 Roseland, New Jersey 07068
(973) 597-2564
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2004
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(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
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Palisade Private Partnership, L.P.
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): Not Applicable
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6. Citizenship or Place of Organization: Delaware
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Number of 7. Sole Voting Power: 170,047,256*
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Shares Beneficially 8. Shared Voting Power: *
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Owned by
Each Reporting 9. Sole Dispositive Power: 170,047,256*
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Person With 10. Shared Dispositive Power: *
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
170,047,256*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13. Percent of Class Represented by Amount in Row (11): 30.2%*
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14. Type of Reporting Person (See Instructions): PN
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* 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, Palisade Private Partnership, L.P., a Delaware limited
partnership ("Palisade"), received an aggregate of 170,047,256 shares of the
common stock, par value $0.001 per share (the "Common Stock"), of Neurologix,
Inc., a Delaware corporation (the "Issuer"). Palisade Private Holdings, LLC., a
Delaware limited liability company ("Holdings"), is the general partner of
Palisade and is deemed to beneficially own 170,047,256 shares, or 30.2%, of the
shares of Common Stock deemed issued and outstanding of the Issuer as of
February 10, 2004.
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Cusip No. 64125U109
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Palisade Private Holdings, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
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6. Citizenship or Place of Organization: Delaware
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Number of 7. Sole Voting Power: 170,047,256*
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Shares Beneficially 8. Shared Voting Power: *
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Owned by
Each Reporting 9. Sole Dispositive Power: 170,047,256*
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Person With 10. Shared Dispositive Power: *
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
170,047,256*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13. Percent of Class Represented by Amount in Row (11): 30.2%*
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14. Type of Reporting Person (See Instructions): HC
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* 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, Palisade Private Partnership, L.P., a Delaware limited
partnership ("Palisade"), received an aggregate of 170,047,256 shares of the
common stock, par value $0.001 per share (the "Common Stock"), of Neurologix,
Inc., a Delaware corporation (the "Issuer"). Palisade Private Holdings, LLC., a
Delaware limited liability company ("Holdings"), is the general partner of
Palisade and is deemed to beneficially own 170,047,256 shares, or 30.2%, of the
shares of Common Stock deemed issued and outstanding of the Issuer as of
February 10, 2004.
-3-
Item 1. Security and Issuer.
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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.
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Palisade Private Partnership, L.P., a Delaware limited
partnership ("Palisade") and Palisade Private Holdings, LLC, a Delaware limited
liability company ("Holdings") have their business addresses and principal
executive offices at One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024.
The principal business of Palisade is as an investment limited partnership. The
principal business of Holdings is to serve as the general partner of Palisade.
Palisade and Holdings have never been convicted in any
criminal proceeding, nor have they been a party to any civil proceeding
commenced before a judicial or administrative body of competent jurisdiction as
a result of which they were or are 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.
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No funds were used by Palisade to purchase the 170,047,256
shares of the Issuer's Common Stock.
Item 4. Purpose of Transaction.
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Palisade acquired the 170,047,256 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 2, and the Voting Agreement, dated as of August 13, 2003, and attached
hereto as Exhibit 3 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. Palisade agreed to
convert its 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.
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As of February 10, 2004, the Issuer had 562,712,252 shares of
Common Stock issued and outstanding. As of February 10, 2004, Palisade owned
170,047,256 of such shares, or 30.2% of the issued and outstanding shares of
Common Stock. As the sole general partner of Palisade, Holdings is deemed to be
the beneficial owner of 170,047,256 shares, or 30.2% of the outstanding shares
of Common Stock of the Issuer and has the sole power to vote and dispose of such
shares.
-4-
During the sixty days prior to February 10, 2004, the only
transaction in the Common Stock was Palisade's conversion of its shares of
Neurologix Research, Inc. common stock into shares of the Common Stock of the
Issuer.
Holdings is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
above securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer.
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No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Issuer between
Palisade, Holdings and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1 Joint Filing Agreement.
Exhibit 2 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 3 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).
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SIGNATURE
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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
PALISADE PRIVATE PARTNERSHIP, L.P.
By: Palisade Private Holdings, LLC, General Partner
/s/ Steven Berman
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Steven Berman, Managing Member
PALISADE PRIVATE HOLDINGS, LLC
/s/ Steven Berman
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Steven Berman, Managing Member
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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JOINT FILING AGREEMENT
Palisade Private Partnership, L.P. and Palisade Private Holdings, LLC
hereby agree that the Schedule 13D to which this agreement is attached is filed
on behalf of each of them.
PALISADE PRIVATE PARTNERSHIP, L.P.
By: Palisade Private Holdings, LLC, General Partner
/s/ Steven Berman
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Steven Berman, Managing Member
PALISADE PRIVATE HOLDINGS, LLC
/s/ Steven Berman
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Steven Berman, Managing Member