SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on May 23, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rexahn Pharmaceuticals, 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)
761640 10 1
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(CUSIP Number)
Dr. Young-Soon Park
c/o Rexahn Pharmaceuticals, Inc.
9620 Medical Center Drive
Rockville, MD 20850
(240) 268-5300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 13, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
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*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).
Page 1 of 6 Pages
SCHEDULE 13D
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CUSIP No. 761640 10 1 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Young-Soon Park 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
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
Republic of Korea
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7 SOLE VOTING POWER
NUMBER OF 2,909,000
SHARES ------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
6,341,660
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING 3,075,000
PERSON ------- ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,250,660
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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)
22.3%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 761640 10 1 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 Rexahn Pharmaceuticals, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive office is located
at 9620 Medical Center Drive, Rockville, MD 20850.
Item 2. Identity and Background.
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This statement is being filed by Dr. Young-Soon Park, a citizen of
the Republic of Korea. Dr. Park is the Chairman of Onnuri Health Group and
Onnuri Pharmaceutical Chain Co., Ltd., a chain of pharmacies whose principal
executive office is located at 667-16 Yeuksam-dong Kangnam-gu, Seoul, Korea, and
a director of the Issuer.
During the last five years, Dr. Park 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. Park 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. Park acquired beneficial ownership of 9,250,660 shares of
Common Stock from the Issuer in connection with the Merger described in Item 4.
Item 4. Purpose of Transaction.
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The acquisition was made in connection with the Agreement and Plan
of Merger dated as of January 20, 2005 (the "Merger Agreement") by and among
Corporate Road Show.Com Inc., a New York corporation ("CPRD"), CRS Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of CPRD ("Merger Sub"),
CRS Delaware, Inc., a Delaware corporation and wholly owned subsidiary of CPRD
("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), pursuant
to which, immediately after giving effect to a 1-for-100 reverse stock split and
the reincorporation of CPRD as a Delaware corporation under the name "Rexahn
Pharmaceuticals, Inc.", Merger Sub merged with and into Rexahn, with Rexahn as
the surviving corporation (the "Surviving Company") and a wholly-owned
subsidiary of CPRD (the "Merger"). In the Merger, each share of Rexahn common
stock issued and outstanding prior to the Merger was converted into five shares
of Common Stock. Immediately prior to the Merger, Dr. Park beneficially owned
581,800 shares of Rexahn common stock directly and 33,200 shares of Rexahn
common stock indirectly through the Korean Rexahn Investors Voting Trust (the
"Voting Trust") described under Item 6 below. Dr. Park is also the co-trustee of
the Voting Trust, which held 1,268,332 shares of Rexahn common stock (including
Dr. Park's 33,200 shares) immediately prior to the Merger.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 4 of 6 Pages
As a result of the Merger, Dr. Park received 2,909,000 shares of Common Stock
and the Voting Trust received directly 6,341,660 shares of Common Stock.
A copy of the Merger Agreement is incorporated herein by reference
as Exhibit 1.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Dr. Park beneficially owns 9,250,660
shares of Common Stock, representing 22.3% 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 Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 16, 2005.
(b) Dr. Park has the sole power to vote or to direct the vote, and
dispose or direct the disposition, of 2,909,000 of the 9,250,660 shares of
Common Stock acquired by her. With respect to 166,000 shares of Common Stock Dr.
Park acquired, she has sole power to dispose or direct the disposition of such
shares, subject to the Voting Trust of which she is a co-trustee. The Voting
Trust is a voting trust formed under the laws of the State of Maryland whose
address is c/o Chang H. Ahn, as Trustee, Rexahn Pharmaceuticals, Inc., 9620
Medical Center Drive, Rockville, MD 20850. With respect to 6,341,660 shares of
Common Stock held by the Voting Trust (including the 166,000 shares as to which
Dr. Park has sole dispositive power), Dr. Park shares the power to vote or
direct the vote with Chang H. Ahn, the other co-trustee of the Voting Trust. Dr.
Ahn, whose business address is 9620 Medial Center Drive, Rockville, MD 20850, is
the Chairman and Chief Executive Officer of the Issuer. During the last five
years, to the knowledge of Dr. Park, Dr. Ahn 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. Ahn 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.
(c) Except for the acquisition reported herein, Dr. Park has not
effected any other transaction in the Common Stock within the past 60 days.
(d) Any dividends in respect of shares of Common Stock held in the
Voting Trust in shares of capital stock of the Issuer shall be deposited into
the Voting Trust; however, the registered holders of the Voting Trust
Certificates shall receive all other dividends directly from the Issuer. Any
transfer or disposition of shares of Common Stock is subject to the Voting
Trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Dr. Park is a co-trustee of the Voting Trust pursuant to the
Korean Rexahn Investors Voting Trust Agreement dated as of July 2003, among Dr.
Chang-Ho Ahn and Dr. Young-Soon Park, as trustees, the stockholders parties
thereto and Rexahn. The Voting Trust
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 5 of 6 Pages
holds 6,341,660 shares of Common Stock. As co-trustees, Dr. Ahn and Dr. Park
have the exclusive unqualified right and power to exercise all of the voting
rights and powers with respect to the shares of Common Stock which are subject
to the Voting Trust. The Voting Trust holds shares of Common Stock on behalf of
approximately sixty individual and institutional owners resident in Korea. Dr.
Park is also a registered holder of Voting Trust Certificates representing the
beneficial interest in 166,000 shares of Common Stock held by the Voting Trust.
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 CPRD, Merger Sub, CRS Delaware and Rexahn is
incorporated by reference to Exhibit 2.1 to CPRD's Current
Report on Form 8-K filed on January 21, 2005.
Exhibit 2. Korean Rexahn Investors Voting Trust Agreement dated as of
July 2003, by and among Chang-Ho Ahn and Young-Soon Park, as
trustees, the stockholders parties thereto and Rexahn.
Exhibit 3. Power of Attorney dated May 16, 2005 is incorporated by reference
to the Exhibit to the reporting person's Form 3 filed on May 17,
2005.
CUSIP NO. 761640 10 1 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: May 23, 2005
Young-Soon Park
/s/ Ted T.H. Jeong
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Ted T.H. Jeong as Attorney-in-Fact
for Young-Soon Park