-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RPEHCUSfROacs/E9Po60Mc5UinfXQQdTOiRi/p9+evXpupNIOUuZ4YW8/Js0qIYU ++zqyFGRpp52Y3e+gTErpQ== 0000893838-05-000133.txt : 20050523 0000893838-05-000133.hdr.sgml : 20050523 20050523103205 ACCESSION NUMBER: 0000893838-05-000133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REXAHN PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001228627 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113516358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79996 FILM NUMBER: 05849901 BUSINESS ADDRESS: STREET 1: 9620 MEDICAL CENTER DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 2402685300 MAIL ADDRESS: STREET 1: 9620 MEDICAL CENTER DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE ROAD SHOW DOT COM INC DATE OF NAME CHANGE: 20030423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chung Sung-Kee CENTRAL INDEX KEY: 0001314356 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 82 (54) 279-2103 MAIL ADDRESS: STREET 1: 756 JIGOK-DONG POSTECH FACULTY APT 9-201 CITY: POHANG STATE: M5 ZIP: 790-751 SC 13D/A 1 rex13dchung.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Rexahn Pharmaceuticals, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 761640 10 1 - ------------------------------------------------------------------------------- (CUSIP Number) Sung-Kee Chung 756 Jigok-dong Postech Faculty APT 9-201 Pohang, Korea 790-751 82 (54) 279-3103 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 2005 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) - ------------------------------------------------------------------------------- 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. - ---------------------- *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 5 Pages SCHEDULE 13D - ---------------------- ---------------------- CUSIP No. 761640 10 1 Page 2 of 5 Pages - ---------------------- ---------------------- - ------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sung-Kee Chung Not Applicable - ------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------- --------------------------------------------------------------------- 3 SEC USE ONLY - ------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------- ------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,638,000 SHARES ------- --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------- --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,638,000 PERSON ------- --------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - ------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,638,000 - ------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% - ------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------- --------------------------------------------------------------------- CUSIP NO. 761640 10 1 SCHEDULE 13D Page 3 of 5 Pages Item 1. Security and Issuer. ------------------- This Amendment No. 1 (this "Amendment") amends and supplements the statement on Schedule 13D, filed January 21, 2005 relating to the common stock, par value $0.0001 per share, of Corporate Road Show.Com Inc., a New York corporation ("CPRD"). Pursuant to an Agreement and Plan of Merger dated as of January 20, 2005 (the "Merger Agreement") by and among CPRD, CRS Merger Sub, a Delaware corporation and wholly owned subsidiary of CPRD ("Merger Sub"), CRS Delaware, a Delaware corporation and a wholly owned subsidiary of CPRD ("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), and 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." (the "Issuer"), Merger Sub merged with and into Rexahn, with Rexahn surviving as a wholly owned operating subsidiary of the Issuer (the "Merger"). The Merger was effective as of May 13, 2005. In the Merger, each share of Rexahn common stock was automatically converted into five shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer. Immediately prior to the effective time of the Merger, Rexahn had outstanding 7,628,166 shares of its common stock and approximately 38,140,830 shares of Common Stock were issued to the holders of Rexahn common stock in exchange for their Rexahn shares in the Merger. As a result of the reverse stock split and reincorporation, the 163,800,000 shares of common stock, par value $0.0001 per share, of CPRD beneficially owned by Dr. Sung-Kee Chung became 1,638,000 shares of Common Stock. This Amendment is filed pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of 1934, as amended, to report that as a result of the issuance of 38,140,830 additional shares of Common Stock in the Merger, Dr. Chung's beneficial ownership of Common Stock is less than 5% of the outstanding shares of Common Stock as of May 13, 2005. Item 2. Identity and Background. ----------------------- This Amendment is being filed by Dr. 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. CUSIP NO. 761640 10 1 SCHEDULE 13D Page 4 of 5 Pages Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Not applicable. Item 4. Purpose of Transaction. ---------------------- Not applicable. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of the date hereof, Dr. Chung beneficially owns 1,638,000 shares of Common Stock, representing 3.9% 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. Chung has the sole power to vote or to direct the vote, and dispose or direct the disposition, of all 1,638,000 shares of Common Stock owned by him. (c) Except for the transactions 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) The date on which Dr. Chung ceased to be the beneficial owner of more than 5% of the outstanding shares of Common Stock is May 13, 2005. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ Not applicable. Item 7. Material to be Filed as Exhibits. -------------------------------- 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. Agreement and Plan of Merger, dated as of January 20, 2005, between CPRD and CRS Delaware is incorporated by reference to Exhibit 2.2 to CPRD's Current Report on Form 8-K filed on January 21, 2005. CUSIP NO. 761640 10 1 SCHEDULE 13D Page 5 of 5 Pages SIGNATURE --------- 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 /s/ Sung-Kee Chung ------------------------ Sung-Kee Chung -----END PRIVACY-ENHANCED MESSAGE-----