SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on January 21, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Corporate Road Show.Com Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
22003E100
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(CUSIP Number)
Sung-Kee Chung
756 Jigok-dong Postech Faculty APT 9-201
Pohang, Korea 790-751
82 (54) 279-2103
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 11, 2005
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|
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 (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.
Page 1 of 6 Pages
SCHEDULE 13D
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CUSIP No. 22003E100 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sung-Kee Chung Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, 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
U.S.A.
----------------- ------- ---------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 163,800,000
SHARES ------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING 163,800,000
PERSON ------- ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,800,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.5%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 22003E100 SCHEDULE 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
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This statement relates to the common stock, par value $0.0001
per share (the "Common Stock"), of Corporate Road Show.Com Inc., a New York
corporation (the "Issuer"). The Issuer's principal executive office is located
at 80 Orville Drive, Suite 100, Bohemia, New York 11716.
Item 2. Identity and Background.
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This statement is being filed by Sung-Kee Chung, a citizen of
the United States. Dr. Chung is a professor at Pohang University of Sciences &
Technology, and resides at 756 Jigok-dong, Postech Faculty APT 9-201, Pohang
790-751, Korea.
During the last five years, Dr. Chung has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Dr. Chung was
or is 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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Dr. Chung paid $420,000 for the acquisition of 163,800,000
shares of Common Stock, including certain finder's fees described under Item 6
below and other transaction costs. The source of funds was personal funds in the
amount of $120,000 and a non-interest bearing loan, payable upon demand, from
Mrs. Sung Sook Park, in the amount of $300,000.
Item 4. Purpose of Transaction.
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The shares of the Issuer were acquired by Dr. Chung for
investment purposes and to acquire a substantial and controlling interest in the
Issuer. On January 20, 2005, the Issuer entered into an Agreement and Plan of
Merger (the "Merger Agreement") with CRS Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), CRS
Delaware, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer
("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), pursuant
to which Merger Sub will be merged with and into Rexahn, with Rexahn as the
surviving corporation (the "Surviving Company") and a wholly owned subsidiary of
the Issuer (the "Merger"). As an inducement for, and in consideration of, Rexahn
entering into the Merger Agreement, Dr. Chung entered into a Stockholders
Agreement dated as of January 20, 2005 (the "Stockholders Agreement"). Rexahn
did not pay additional consideration to Dr. Chung in connection with the
execution and delivery of the Stockholders Agreement.
The Merger is subject to the approval of the Rexahn
stockholders. In addition the Merger is subject to the consummation, immediately
prior to the Merger, of (i) the Issuer's
CUSIP No. 22003E100 SCHEDULE 13D Page 4 of 6 Pages
1-for-100 reverse stock split (the "Reverse Stock Split"), (ii) the Issuer's
reincorporation from New York to Delaware (the "Reincorporation") and (iii) the
Issuer's name change to "Rexahn Pharmaceuticals, Inc." (the "Name Change"), each
of which is subject to the approval of the Issuer's stockholders.
Pursuant to the Merger Agreement, following the Merger, (i)
the Board of Directors of the Issuer is expected to be reconstituted with the
members of the Rexahn Board of Directors, (ii) the executive officers of Rexahn
will become the executive officers of the Issuer and (iii) the Issuer will
discontinue its current business operations and will assume the business of
Rexahn.
Pursuant to the Stockholders Agreement, Dr. Chung has agreed
to vote all of his shares of Common Stock (i) in favor of the transactions
contemplated by the Merger Agreement (including, but not limited to, the Reverse
Stock Split, the Reincorporation and the Name Change) and (ii) against any
action or proposal that could reasonably be expected to result in the failure of
any of the conditions to the obligations of the parties in the Merger Agreement
with respect to the Merger or otherwise prevent, delay or interfere with the
consummation of the Merger.
Copies of the Merger Agreement and the Stockholders Agreement
are filed as Exhibits 1 and 2, respectively, and are incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Dr. Chung beneficially owns
163,800,000 shares, representing 56.5% of the outstanding shares of Common
Stock. This percentage is based upon the Issuer's statement as to the number of
outstanding shares of Common Stock as set forth in its Quarterly Report on Form
10-QSB for the quarterly period ended September 30, 2004, filed with the
Securities and Exchange Commission on November 12, 2004.
(b) Dr. Chung has the sole power to vote or to direct the
vote, and dispose or direct the disposition, of all 163,800,000 shares of Common
Stock owned by him.
(c) Except for the acquisition reported herein, Dr. Chung has
not effected any other transaction in the Common Stock within the past 60 days.
(d) No other person 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 shares of Common Stock purchased by Dr. Chung.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Dr. Chung does not have any contracts, arrangements,
understandings or relationship (legal or otherwise) with any person with respect
to the Common Stock, including but not limited to transfer or voting thereof,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
CUSIP No. 22003E100 SCHEDULE 13D Page 5 of 6 Pages
or withholding of proxies, other than (i) an understanding to pay finder's fees
not to exceed $119,000 payable to NeXend Consulting, Inc. related to the
acquisition of the shares of Common Stock and (ii) the Stockholders Agreement
described in Item 4 above, which description is incorporated by reference in
this Item 6.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1. Agreement and Plan of Merger, dated as of January 20, 2005,
by and among the Issuer, Merger Sub, CRS Delaware and Rexahn
is incorporated by reference to Exhibit 2.1 to the Issuer's
Current Report on Form 8-K filed on January 21, 2005.
Exhibit 2. Stockholders Agreement dated as of January 20, 2005 by
Sung-Kee Chung in favor of Rexahn.
CUSIP No. 22003E100 SCHEDULE 13D Page 6 of 6 Pages
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: January 21, 2005
/s/ Sung-Kee Chung
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Sung-Kee Chung